x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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38-1998421
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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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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(in millions, except share data)
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March 31, 2015
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December 31, 2014
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||||
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(unaudited)
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||||
ASSETS
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||||
Cash and due from banks
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$
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1,170
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$
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1,026
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||||
Interest-bearing deposits with banks
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4,792
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5,045
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Other short-term investments
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101
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99
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Investment securities available-for-sale
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8,214
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8,116
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Investment securities held-to-maturity
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1,871
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1,935
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Commercial loans
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32,091
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31,520
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Real estate construction loans
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1,917
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1,955
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Commercial mortgage loans
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8,558
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8,604
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Lease financing
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792
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805
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International loans
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1,433
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1,496
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Residential mortgage loans
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1,859
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1,831
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Consumer loans
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2,422
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2,382
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Total loans
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49,072
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48,593
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Less allowance for loan losses
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(601
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)
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(594
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)
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Net loans
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48,471
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47,999
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Premises and equipment
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531
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532
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Accrued income and other assets
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4,186
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4,438
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Total assets
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$
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69,336
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$
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69,190
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Noninterest-bearing deposits
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$
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27,394
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$
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27,224
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Money market and interest-bearing checking deposits
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23,727
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23,954
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Savings deposits
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1,817
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1,752
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Customer certificates of deposit
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4,497
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4,421
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Foreign office time deposits
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135
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135
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Total interest-bearing deposits
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30,176
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30,262
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Total deposits
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57,570
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57,486
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Short-term borrowings
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80
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116
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Accrued expenses and other liabilities
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1,500
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1,507
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Medium- and long-term debt
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2,686
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2,679
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Total liabilities
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61,836
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61,788
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Common stock - $5 par value:
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Authorized - 325,000,000 shares
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Issued - 228,164,824 shares
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1,141
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1,141
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Capital surplus
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2,188
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2,188
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Accumulated other comprehensive loss
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(370
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)
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(412
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)
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Retained earnings
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6,841
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6,744
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Less cost of common stock in treasury - 50,114,399 shares at 3/31/15
and 49,146,225 shares at 12/31/14 |
(2,300
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)
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(2,259
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)
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Total shareholders’ equity
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7,500
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7,402
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Total liabilities and shareholders’ equity
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$
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69,336
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$
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69,190
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Three Months Ended March 31,
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||||||
(in millions, except per share data)
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2015
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2014
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||||
INTEREST INCOME
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Interest and fees on loans
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$
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379
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$
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376
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Interest on investment securities
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53
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55
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Interest on short-term investments
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3
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4
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Total interest income
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435
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435
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INTEREST EXPENSE
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Interest on deposits
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11
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11
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Interest on medium- and long-term debt
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11
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14
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Total interest expense
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22
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25
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Net interest income
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413
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410
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Provision for credit losses
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14
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9
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Net interest income after provision for credit losses
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399
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401
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NONINTEREST INCOME
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Service charges on deposit accounts
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55
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54
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Fiduciary income
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48
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44
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Commercial lending fees
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25
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20
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Card fees
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68
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20
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Letter of credit fees
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13
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14
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Bank-owned life insurance
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9
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9
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Foreign exchange income
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10
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9
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Brokerage fees
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4
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5
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Net securities (losses) gains
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(2
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)
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1
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Other noninterest income
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26
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32
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Total noninterest income
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256
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208
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NONINTEREST EXPENSES
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Salaries and benefits expense
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253
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247
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Net occupancy expense
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38
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40
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Equipment expense
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13
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14
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Outside processing fee expense
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78
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28
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Software expense
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23
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22
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Litigation-related expense
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1
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3
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FDIC insurance expense
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9
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8
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Advertising expense
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6
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6
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Other noninterest expenses
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39
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38
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Total noninterest expenses
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460
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406
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Income before income taxes
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195
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203
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Provision for income taxes
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61
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64
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NET INCOME
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134
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139
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Less income allocated to participating securities
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2
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2
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Net income attributable to common shares
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$
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132
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$
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137
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Earnings per common share:
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Basic
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$
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0.75
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$
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0.76
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Diluted
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0.73
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0.73
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Comprehensive income
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176
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205
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Cash dividends declared on common stock
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36
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35
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Cash dividends declared per common share
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0.20
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0.19
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Common Stock
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Accumulated
Other
Comprehensive
Loss
|
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Total
Shareholders’
Equity
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|||||||||||||||
(in millions, except per share data)
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Shares
Outstanding
|
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Amount
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Capital
Surplus
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|
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Retained
Earnings
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Treasury
Stock
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|||||||||||||||
BALANCE AT DECEMBER 31, 2013
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182.3
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$
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1,141
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$
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2,179
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$
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(391
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)
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$
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6,318
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$
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(2,097
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)
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$
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7,150
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Net income
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—
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—
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—
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—
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139
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—
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139
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||||||
Other comprehensive income, net of tax
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—
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—
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—
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66
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—
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—
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66
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||||||
Cash dividends declared on common stock ($0.19 per share)
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—
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—
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|
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—
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—
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(35
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)
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—
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(35
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)
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||||||
Purchase of common stock
|
(1.7
|
)
|
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—
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|
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—
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—
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—
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(80
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)
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(80
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)
|
||||||
Net issuance of common stock under employee stock plans
|
1.1
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—
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(11
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)
|
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—
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|
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(8
|
)
|
|
48
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|
|
29
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|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
14
|
|
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—
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|
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—
|
|
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—
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|
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14
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||||||
BALANCE AT MARCH 31, 2014
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181.7
|
|
|
$
|
1,141
|
|
|
$
|
2,182
|
|
|
$
|
(325
|
)
|
|
$
|
6,414
|
|
|
$
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(2,129
|
)
|
|
$
|
7,283
|
|
|
|
|
|
|
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|||||||||||||
BALANCE AT DECEMBER 31, 2014
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179.0
|
|
|
$
|
1,141
|
|
|
$
|
2,188
|
|
|
$
|
(412
|
)
|
|
$
|
6,744
|
|
|
$
|
(2,259
|
)
|
|
$
|
7,402
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||||
Cash dividends declared on common stock ($0.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Purchase of common stock
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(66
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
0.6
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(2
|
)
|
|
25
|
|
|
7
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
BALANCE AT MARCH 31, 2015
|
178.1
|
|
|
$
|
1,141
|
|
|
$
|
2,188
|
|
|
$
|
(370
|
)
|
|
$
|
6,841
|
|
|
$
|
(2,300
|
)
|
|
$
|
7,500
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
134
|
|
|
$
|
139
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for credit losses
|
14
|
|
|
9
|
|
||
Benefit for deferred income taxes
|
(21
|
)
|
|
(5
|
)
|
||
Depreciation and amortization
|
30
|
|
|
29
|
|
||
Net periodic defined benefit cost
|
11
|
|
|
9
|
|
||
Share-based compensation expense
|
16
|
|
|
14
|
|
||
Net amortization of securities
|
4
|
|
|
2
|
|
||
Accretion of loan purchase discount
|
(3
|
)
|
|
(12
|
)
|
||
Net securities losses (gains)
|
2
|
|
|
(1
|
)
|
||
Net gains on sales of foreclosed property
|
—
|
|
|
(1
|
)
|
||
Excess tax benefits from share-based compensation arrangements
|
(2
|
)
|
|
(5
|
)
|
||
Net change in:
|
|
|
|
||||
Trading securities
|
—
|
|
|
5
|
|
||
Accrued income receivable
|
(6
|
)
|
|
—
|
|
||
Accrued expenses payable
|
(31
|
)
|
|
(61
|
)
|
||
Other, net
|
190
|
|
|
92
|
|
||
Net cash provided by operating activities
|
338
|
|
|
214
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Investment securities available-for-sale:
|
|
|
|
||||
Maturities and redemptions
|
393
|
|
|
411
|
|
||
Sales
|
37
|
|
|
—
|
|
||
Purchases
|
(487
|
)
|
|
(499
|
)
|
||
Investment securities held-to-maturity:
|
|
|
|
||||
Maturities and redemptions
|
66
|
|
|
—
|
|
||
Net change in loans
|
(487
|
)
|
|
(1,026
|
)
|
||
Proceeds from sales of foreclosed property
|
2
|
|
|
3
|
|
||
Net increase in premises and equipment
|
(25
|
)
|
|
(16
|
)
|
||
Other, net
|
—
|
|
|
(1
|
)
|
||
Net cash used in investing activities
|
(501
|
)
|
|
(1,128
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Net change in:
|
|
|
|
||||
Deposits
|
184
|
|
|
255
|
|
||
Short-term borrowings
|
(36
|
)
|
|
(93
|
)
|
||
Common stock:
|
|
|
|
||||
Repurchases
|
(66
|
)
|
|
(80
|
)
|
||
Cash dividends paid
|
(36
|
)
|
|
(31
|
)
|
||
Issuances under employee stock plans
|
6
|
|
|
26
|
|
||
Excess tax benefits from share-based compensation arrangements
|
2
|
|
|
5
|
|
||
Other, net
|
—
|
|
|
1
|
|
||
Net cash provided by financing activities
|
54
|
|
|
83
|
|
||
Net decrease in cash and cash equivalents
|
(109
|
)
|
|
(831
|
)
|
||
Cash and cash equivalents at beginning of period
|
6,071
|
|
|
6,451
|
|
||
Cash and cash equivalents at end of period
|
$
|
5,962
|
|
|
$
|
5,620
|
|
Interest paid
|
$
|
19
|
|
|
$
|
25
|
|
Income tax refunds received
|
(103
|
)
|
|
—
|
|
||
Noncash investing and financing activities:
|
|
|
|
||||
Loans transferred to other real estate
|
2
|
|
|
7
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
$
|
95
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
534
|
|
|
534
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
7,407
|
|
|
—
|
|
|
7,407
|
|
|
—
|
|
|
||||
State and municipal securities
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
(b)
|
||||
Corporate debt securities
|
47
|
|
|
—
|
|
|
46
|
|
|
1
|
|
(b)
|
||||
Equity and other non-debt securities
|
203
|
|
|
132
|
|
|
—
|
|
|
71
|
|
(b)
|
||||
Total investment securities available-for-sale
|
8,214
|
|
|
666
|
|
|
7,453
|
|
|
95
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
359
|
|
|
—
|
|
|
348
|
|
|
11
|
|
|
||||
Energy derivative contracts
|
513
|
|
|
—
|
|
|
513
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
||||
Warrants
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
||||
Total derivative assets
|
925
|
|
|
—
|
|
|
911
|
|
|
14
|
|
|
||||
Total assets at fair value
|
$
|
9,234
|
|
|
$
|
761
|
|
|
$
|
8,364
|
|
|
$
|
109
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
Energy derivative contracts
|
510
|
|
|
—
|
|
|
510
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
||||
Total derivative liabilities
|
680
|
|
|
—
|
|
|
679
|
|
|
1
|
|
|
||||
Deferred compensation plan liabilities
|
95
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
||||
Total liabilities at fair value
|
$
|
775
|
|
|
$
|
95
|
|
|
$
|
679
|
|
|
$
|
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.
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
$
|
94
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
526
|
|
|
526
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
7,274
|
|
|
—
|
|
|
7,274
|
|
|
—
|
|
|
||||
State and municipal securities
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
(b)
|
||||
Corporate debt securities
|
51
|
|
|
—
|
|
|
50
|
|
|
1
|
|
(b)
|
||||
Equity and other non-debt securities
|
242
|
|
|
130
|
|
|
—
|
|
|
112
|
|
(b)
|
||||
Total investment securities available-for-sale
|
8,116
|
|
|
656
|
|
|
7,324
|
|
|
136
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
328
|
|
|
—
|
|
|
328
|
|
|
—
|
|
|
||||
Energy derivative contracts
|
527
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
||||
Warrants
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
||||
Total derivative assets
|
898
|
|
|
—
|
|
|
894
|
|
|
4
|
|
|
||||
Total assets at fair value
|
$
|
9,108
|
|
|
$
|
750
|
|
|
$
|
8,218
|
|
|
$
|
140
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
—
|
|
|
Energy derivative contracts
|
525
|
|
|
—
|
|
|
525
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
||||
Total derivative liabilities
|
662
|
|
|
—
|
|
|
661
|
|
|
1
|
|
|
||||
Deferred compensation plan liabilities
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
||||
Total liabilities at fair value
|
$
|
756
|
|
|
$
|
94
|
|
|
$
|
661
|
|
|
$
|
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
|
|
|
|
Balance
at
End of
Period
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
(in millions)
|
|
Realized
|
Unrealized
|
|
Sales
|
|
||||||||||||||||||
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and municipal securities (a)
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Corporate debt securities (a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1
|
|
||||||
Equity and other non-debt securities (a)
|
112
|
|
|
(2
|
)
|
(c)
|
—
|
|
|
1
|
|
(b)
|
|
(40
|
)
|
|
71
|
|
||||||
Total investment securities
available-for-sale
|
136
|
|
|
(2
|
)
|
(c)
|
—
|
|
|
1
|
|
(b)
|
|
(40
|
)
|
|
95
|
|
||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
—
|
|
|
—
|
|
|
11
|
|
(d)
|
—
|
|
|
|
—
|
|
|
11
|
|
||||||
Warrants
|
4
|
|
|
—
|
|
|
(1
|
)
|
(d)
|
—
|
|
|
|
—
|
|
|
3
|
|
||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1
|
|
||||||
Three Months Ended March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and municipal securities (a)
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
(b)
|
|
$
|
—
|
|
|
$
|
23
|
|
Corporate debt securities (a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1
|
|
||||||
Equity and other non-debt securities (a)
|
136
|
|
|
1
|
|
(c)
|
—
|
|
|
5
|
|
(b)
|
|
(24
|
)
|
|
118
|
|
||||||
Total investment securities
available-for-sale
|
159
|
|
|
1
|
|
(c)
|
—
|
|
|
6
|
|
(b)
|
|
(24
|
)
|
|
142
|
|
||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Warrants
|
3
|
|
|
—
|
|
|
1
|
|
(d)
|
—
|
|
|
|
(1
|
)
|
|
3
|
|
||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2
|
|
(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" on the consolidated statements of comprehensive income.
|
(d)
|
Realized and unrealized gains and losses due to changes in fair value recorded in "other noninterest income" on the consolidated statements of comprehensive income.
|
(in millions)
|
|
Level 3
|
||
March 31, 2015
|
|
|
||
Loans:
|
|
|
||
Commercial
|
|
$
|
40
|
|
Commercial mortgage
|
|
20
|
|
|
Total loans
|
|
60
|
|
|
Nonmarketable equity securities
|
|
2
|
|
|
Other real estate
|
|
4
|
|
|
Total assets at fair value
|
|
$
|
66
|
|
December 31, 2014
|
|
|
||
Loans:
|
|
|
||
Commercial
|
|
$
|
38
|
|
Commercial mortgage
|
|
26
|
|
|
Total loans
|
|
64
|
|
|
Nonmarketable equity securities
|
|
2
|
|
|
Other real estate
|
|
2
|
|
|
Total assets at fair value
|
|
$
|
68
|
|
|
|
|
Discounted Cash Flow Model
|
||||
|
|
|
Unobservable Input
|
||||
|
Fair Value
(in millions)
|
|
Discount Rate
|
|
Workout Period
(in years)
|
||
March 31, 2015
|
|
|
|
|
|
||
State and municipal securities (a)
|
$
|
23
|
|
|
3% - 9%
|
|
1 - 3
|
Equity and other non-debt securities (a)
|
71
|
|
|
4% - 8%
|
|
1 - 2
|
|
December 31, 2014
|
|
|
|
|
|
||
State and municipal securities (a)
|
$
|
23
|
|
|
3% - 9%
|
|
1 - 3
|
Equity and other non-debt securities (a)
|
112
|
|
|
4% - 8%
|
|
1 - 2
|
(a)
|
Auction-rate securities.
|
|
Carrying
Amount
|
|
Estimated Fair Value
|
||||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,170
|
|
|
$
|
1,170
|
|
|
$
|
1,170
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
4,792
|
|
|
4,792
|
|
|
4,792
|
|
|
—
|
|
|
—
|
|
|||||
Investment securities held-to-maturity
|
1,871
|
|
|
1,886
|
|
|
—
|
|
|
1,886
|
|
|
—
|
|
|||||
Loans held-for-sale
|
6
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|||||
Total loans, net of allowance for loan losses (a)
|
48,471
|
|
|
48,427
|
|
|
—
|
|
|
—
|
|
|
48,427
|
|
|||||
Customers’ liability on acceptances outstanding
|
10
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||||
Nonmarketable equity securities (b)
|
11
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||
Restricted equity investments
|
92
|
|
|
92
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits (noninterest-bearing)
|
27,394
|
|
|
27,394
|
|
|
—
|
|
|
27,394
|
|
|
—
|
|
|||||
Interest-bearing deposits
|
25,679
|
|
|
25,679
|
|
|
—
|
|
|
25,679
|
|
|
—
|
|
|||||
Customer certificates of deposit
|
4,497
|
|
|
4,489
|
|
|
—
|
|
|
4,489
|
|
|
—
|
|
|||||
Total deposits
|
57,570
|
|
|
57,562
|
|
|
—
|
|
|
57,562
|
|
|
—
|
|
|||||
Short-term borrowings
|
80
|
|
|
80
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|||||
Acceptances outstanding
|
10
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt
|
2,686
|
|
|
2,677
|
|
|
—
|
|
|
2,677
|
|
|
—
|
|
|||||
Credit-related financial instruments
|
(83
|
)
|
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,026
|
|
|
$
|
1,026
|
|
|
$
|
1,026
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
5,045
|
|
|
5,045
|
|
|
5,045
|
|
|
—
|
|
|
—
|
|
|||||
Investment securities held-to-maturity
|
1,935
|
|
|
1,933
|
|
|
—
|
|
|
1,933
|
|
|
—
|
|
|||||
Loans held-for-sale
|
5
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|||||
Total loans, net of allowance for loan losses (a)
|
47,999
|
|
|
47,932
|
|
|
—
|
|
|
—
|
|
|
47,932
|
|
|||||
Customers’ liability on acceptances outstanding
|
10
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||||
Nonmarketable equity securities (b)
|
11
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Restricted equity investments
|
92
|
|
|
92
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits (noninterest-bearing)
|
27,224
|
|
|
27,224
|
|
|
—
|
|
|
27,224
|
|
|
—
|
|
|||||
Interest-bearing deposits
|
25,841
|
|
|
25,841
|
|
|
—
|
|
|
25,841
|
|
|
—
|
|
|||||
Customer certificates of deposit
|
4,421
|
|
|
4,411
|
|
|
—
|
|
|
4,411
|
|
|
—
|
|
|||||
Total deposits
|
57,486
|
|
|
57,476
|
|
|
—
|
|
|
57,476
|
|
|
—
|
|
|||||
Short-term borrowings
|
116
|
|
|
116
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|||||
Acceptances outstanding
|
10
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt
|
2,679
|
|
|
2,681
|
|
|
—
|
|
|
2,681
|
|
|
—
|
|
|||||
Credit-related financial instruments
|
(85
|
)
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
(a)
|
Included
$60 million
and
$64 million
of impaired loans recorded at fair value on a nonrecurring basis at
March 31, 2015
and
December 31, 2014
, respectively.
|
(b)
|
Included
$2 million
of nonmarketable equity securities recorded at fair value on a nonrecurring basis at both
March 31, 2015
and
December 31, 2014
.
|
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
March 31, 2015
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
526
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
534
|
|
Residential mortgage-backed securities (a)
|
7,287
|
|
|
143
|
|
|
23
|
|
|
7,407
|
|
||||
State and municipal securities
|
24
|
|
|
—
|
|
|
1
|
|
|
23
|
|
||||
Corporate debt securities
|
47
|
|
|
—
|
|
|
—
|
|
|
47
|
|
||||
Equity and other non-debt securities
|
202
|
|
|
1
|
|
|
—
|
|
|
203
|
|
||||
Total investment securities available-for-sale (b)
|
$
|
8,086
|
|
|
$
|
152
|
|
|
$
|
24
|
|
|
$
|
8,214
|
|
Investment securities held-to-maturity (c):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities (a)
|
$
|
1,871
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
1,886
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
526
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
526
|
|
Residential mortgage-backed securities (a)
|
7,192
|
|
|
122
|
|
|
40
|
|
|
7,274
|
|
||||
State and municipal securities
|
24
|
|
|
—
|
|
|
1
|
|
|
23
|
|
||||
Corporate debt securities
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
||||
Equity and other non-debt securities
|
242
|
|
|
1
|
|
|
1
|
|
|
242
|
|
||||
Total investment securities available-for-sale (b)
|
$
|
8,035
|
|
|
$
|
123
|
|
|
$
|
42
|
|
|
$
|
8,116
|
|
Investment securities held-to-maturity (c):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities (a)
|
$
|
1,935
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1,933
|
|
(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
$95 million
as of
March 31, 2015
and
$137 million
and
$136 million
, respectively, as of
December 31, 2014
.
|
(c)
|
Investment securities transferred from available-for-sale are reclassified at fair value at the time of transfer. The amortized cost of investment securities held-to-maturity included gross unrealized gains and gross unrealized losses of
$8 million
and
$29 million
, respectively, at
March 31, 2015
and
$9 million
and
$32 million
, respectively, at
December 31, 2014
, related to securities transferred, which are included in accumulated other comprehensive loss.
|
|
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
|
|||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
10
|
|
|
$
|
—
|
|
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
10
|
|
|
$
|
—
|
|
(a)
|
Residential mortgage-backed securities (b)
|
625
|
|
|
3
|
|
|
|
2,270
|
|
|
40
|
|
|
|
2,895
|
|
|
43
|
|
|
||||||
State and municipal securities (c)
|
—
|
|
|
—
|
|
|
|
23
|
|
|
1
|
|
|
|
23
|
|
|
1
|
|
|
||||||
Corporate debt securities (c)
|
—
|
|
|
—
|
|
|
|
1
|
|
|
—
|
|
(a)
|
|
1
|
|
|
—
|
|
(a)
|
||||||
Equity and other non-debt securities (c)
|
—
|
|
|
—
|
|
|
|
14
|
|
|
—
|
|
(a)
|
|
14
|
|
|
—
|
|
(a)
|
||||||
Total temporarily impaired securities
|
$
|
635
|
|
|
$
|
3
|
|
|
|
$
|
2,308
|
|
|
$
|
41
|
|
|
|
$
|
2,943
|
|
|
$
|
44
|
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
298
|
|
|
$
|
—
|
|
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
298
|
|
|
$
|
—
|
|
(a)
|
Residential mortgage-backed securities (b)
|
626
|
|
|
3
|
|
|
|
3,112
|
|
|
71
|
|
|
|
3,738
|
|
|
74
|
|
|
||||||
State and municipal securities (c)
|
—
|
|
|
—
|
|
|
|
22
|
|
|
1
|
|
|
|
22
|
|
|
1
|
|
|
||||||
Corporate debt securities (c)
|
—
|
|
|
—
|
|
|
|
1
|
|
|
—
|
|
(a)
|
|
1
|
|
|
—
|
|
(a)
|
||||||
Equity and other non-debt securities (c)
|
—
|
|
|
—
|
|
|
|
112
|
|
|
1
|
|
|
|
112
|
|
|
1
|
|
|
||||||
Total temporarily impaired securities
|
$
|
924
|
|
|
$
|
3
|
|
|
|
$
|
3,247
|
|
|
$
|
73
|
|
|
|
$
|
4,171
|
|
|
$
|
76
|
|
|
(a)
|
Unrealized losses less than $0.5 million.
|
(b)
|
Residential mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(c)
|
Auction-rate securities.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Securities gains
|
$
|
—
|
|
|
$
|
1
|
|
Securities losses
|
(2
|
)
|
|
—
|
|
||
Net securities (losses) gains
|
$
|
(2
|
)
|
|
$
|
1
|
|
(in millions)
|
Available-for-sale
|
|
Held-to-maturity
|
||||||||||||
March 31, 2015
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Contractual maturity
|
|
|
|
|
|
|
|
||||||||
Within one year
|
$
|
70
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year through five years
|
689
|
|
|
697
|
|
|
—
|
|
|
—
|
|
||||
After five years through ten years
|
922
|
|
|
968
|
|
|
—
|
|
|
—
|
|
||||
After ten years
|
6,203
|
|
|
6,275
|
|
|
1,871
|
|
|
1,886
|
|
||||
Subtotal
|
7,884
|
|
|
8,011
|
|
|
1,871
|
|
|
1,886
|
|
||||
Equity and other non-debt securities
|
202
|
|
|
203
|
|
|
|
|
|
||||||
Total investment securities
|
$
|
8,086
|
|
|
$
|
8,214
|
|
|
$
|
1,871
|
|
|
$
|
1,886
|
|
|
Loans Past Due and Still Accruing
|
|
|
|
|
|
|
||||||||||||||||||||
(in millions)
|
30-59
Days
|
|
60-89
Days
|
|
90 Days
or More
|
|
Total
|
|
Nonaccrual
Loans
|
|
Current
Loans
|
|
Total
Loans
|
||||||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
53
|
|
|
$
|
14
|
|
|
$
|
7
|
|
|
$
|
74
|
|
|
$
|
113
|
|
|
$
|
31,904
|
|
|
$
|
32,091
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1,573
|
|
|
1,575
|
|
|||||||
Other business lines (b)
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
1
|
|
|
333
|
|
|
342
|
|
|||||||
Total real estate construction
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
1
|
|
|
1,906
|
|
|
1,917
|
|
|||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
19
|
|
|
3
|
|
|
2
|
|
|
24
|
|
|
20
|
|
|
1,763
|
|
|
1,807
|
|
|||||||
Other business lines (b)
|
14
|
|
|
5
|
|
|
2
|
|
|
21
|
|
|
62
|
|
|
6,668
|
|
|
6,751
|
|
|||||||
Total commercial mortgage
|
33
|
|
|
8
|
|
|
4
|
|
|
45
|
|
|
82
|
|
|
8,431
|
|
|
8,558
|
|
|||||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
792
|
|
|
792
|
|
|||||||
International
|
4
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|
1
|
|
|
1,425
|
|
|
1,433
|
|
|||||||
Total business loans
|
100
|
|
|
25
|
|
|
11
|
|
|
136
|
|
|
197
|
|
|
44,458
|
|
|
44,791
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage
|
9
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
37
|
|
|
1,812
|
|
|
1,859
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
6
|
|
|
2
|
|
|
1
|
|
|
9
|
|
|
31
|
|
|
1,638
|
|
|
1,678
|
|
|||||||
Other consumer
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
741
|
|
|
744
|
|
|||||||
Total consumer
|
8
|
|
|
2
|
|
|
1
|
|
|
11
|
|
|
32
|
|
|
2,379
|
|
|
2,422
|
|
|||||||
Total retail loans
|
17
|
|
|
3
|
|
|
1
|
|
|
21
|
|
|
69
|
|
|
4,191
|
|
|
4,281
|
|
|||||||
Total loans
|
$
|
117
|
|
|
$
|
28
|
|
|
$
|
12
|
|
|
$
|
157
|
|
|
$
|
266
|
|
|
$
|
48,649
|
|
|
$
|
49,072
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
58
|
|
|
$
|
13
|
|
|
$
|
1
|
|
|
$
|
72
|
|
|
$
|
109
|
|
|
$
|
31,339
|
|
|
$
|
31,520
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
1,602
|
|
|
1,606
|
|
|||||||
Other business lines (b)
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
1
|
|
|
336
|
|
|
349
|
|
|||||||
Total real estate construction
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
2
|
|
|
1,938
|
|
|
1,955
|
|
|||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
8
|
|
|
1
|
|
|
1
|
|
|
10
|
|
|
22
|
|
|
1,758
|
|
|
1,790
|
|
|||||||
Other business lines (b)
|
16
|
|
|
12
|
|
|
2
|
|
|
30
|
|
|
73
|
|
|
6,711
|
|
|
6,814
|
|
|||||||
Total commercial mortgage
|
24
|
|
|
13
|
|
|
3
|
|
|
40
|
|
|
95
|
|
|
8,469
|
|
|
8,604
|
|
|||||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
805
|
|
|
805
|
|
|||||||
International
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
1,487
|
|
|
1,496
|
|
|||||||
Total business loans
|
106
|
|
|
26
|
|
|
4
|
|
|
136
|
|
|
206
|
|
|
44,038
|
|
|
44,380
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage
|
9
|
|
|
2
|
|
|
—
|
|
|
11
|
|
|
36
|
|
|
1,784
|
|
|
1,831
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
5
|
|
|
3
|
|
|
—
|
|
|
8
|
|
|
30
|
|
|
1,620
|
|
|
1,658
|
|
|||||||
Other consumer
|
12
|
|
|
—
|
|
|
1
|
|
|
13
|
|
|
1
|
|
|
710
|
|
|
724
|
|
|||||||
Total consumer
|
17
|
|
|
3
|
|
|
1
|
|
|
21
|
|
|
31
|
|
|
2,330
|
|
|
2,382
|
|
|||||||
Total retail loans
|
26
|
|
|
5
|
|
|
1
|
|
|
32
|
|
|
67
|
|
|
4,114
|
|
|
4,213
|
|
|||||||
Total loans
|
$
|
132
|
|
|
$
|
31
|
|
|
$
|
5
|
|
|
$
|
168
|
|
|
$
|
273
|
|
|
$
|
48,152
|
|
|
$
|
48,593
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
Internally Assigned Rating
|
|
|
||||||||||||||||
(in millions)
|
Pass (a)
|
|
Special
Mention (b)
|
|
Substandard (c)
|
|
Nonaccrual (d)
|
|
Total
|
||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
30,739
|
|
|
$
|
572
|
|
|
$
|
667
|
|
|
$
|
113
|
|
|
$
|
32,091
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,563
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|||||
Other business lines (f)
|
333
|
|
|
—
|
|
|
8
|
|
|
1
|
|
|
342
|
|
|||||
Total real estate construction
|
1,896
|
|
|
12
|
|
|
8
|
|
|
1
|
|
|
1,917
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,685
|
|
|
62
|
|
|
40
|
|
|
20
|
|
|
1,807
|
|
|||||
Other business lines (f)
|
6,348
|
|
|
177
|
|
|
164
|
|
|
62
|
|
|
6,751
|
|
|||||
Total commercial mortgage
|
8,033
|
|
|
239
|
|
|
204
|
|
|
82
|
|
|
8,558
|
|
|||||
Lease financing
|
766
|
|
|
17
|
|
|
9
|
|
|
—
|
|
|
792
|
|
|||||
International
|
1,394
|
|
|
17
|
|
|
21
|
|
|
1
|
|
|
1,433
|
|
|||||
Total business loans
|
42,828
|
|
|
857
|
|
|
909
|
|
|
197
|
|
|
44,791
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
1,809
|
|
|
—
|
|
|
13
|
|
|
37
|
|
|
1,859
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,639
|
|
|
—
|
|
|
8
|
|
|
31
|
|
|
1,678
|
|
|||||
Other consumer
|
729
|
|
|
2
|
|
|
12
|
|
|
1
|
|
|
744
|
|
|||||
Total consumer
|
2,368
|
|
|
2
|
|
|
20
|
|
|
32
|
|
|
2,422
|
|
|||||
Total retail loans
|
4,177
|
|
|
2
|
|
|
33
|
|
|
69
|
|
|
4,281
|
|
|||||
Total loans
|
$
|
47,005
|
|
|
$
|
859
|
|
|
$
|
942
|
|
|
$
|
266
|
|
|
$
|
49,072
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
30,310
|
|
|
$
|
560
|
|
|
$
|
541
|
|
|
$
|
109
|
|
|
$
|
31,520
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,594
|
|
|
11
|
|
|
—
|
|
|
1
|
|
|
1,606
|
|
|||||
Other business lines (f)
|
336
|
|
|
7
|
|
|
5
|
|
|
1
|
|
|
349
|
|
|||||
Total real estate construction
|
1,930
|
|
|
18
|
|
|
5
|
|
|
2
|
|
|
1,955
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,652
|
|
|
69
|
|
|
47
|
|
|
22
|
|
|
1,790
|
|
|||||
Other business lines (f)
|
6,434
|
|
|
138
|
|
|
169
|
|
|
73
|
|
|
6,814
|
|
|||||
Total commercial mortgage
|
8,086
|
|
|
207
|
|
|
216
|
|
|
95
|
|
|
8,604
|
|
|||||
Lease financing
|
778
|
|
|
26
|
|
|
1
|
|
|
—
|
|
|
805
|
|
|||||
International
|
1,468
|
|
|
15
|
|
|
13
|
|
|
—
|
|
|
1,496
|
|
|||||
Total business loans
|
42,572
|
|
|
826
|
|
|
776
|
|
|
206
|
|
|
44,380
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
1,790
|
|
|
2
|
|
|
3
|
|
|
36
|
|
|
1,831
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,620
|
|
|
—
|
|
|
8
|
|
|
30
|
|
|
1,658
|
|
|||||
Other consumer
|
718
|
|
|
3
|
|
|
2
|
|
|
1
|
|
|
724
|
|
|||||
Total consumer
|
2,338
|
|
|
3
|
|
|
10
|
|
|
31
|
|
|
2,382
|
|
|||||
Total retail loans
|
4,128
|
|
|
5
|
|
|
13
|
|
|
67
|
|
|
4,213
|
|
|||||
Total loans
|
$
|
46,700
|
|
|
$
|
831
|
|
|
$
|
789
|
|
|
$
|
273
|
|
|
$
|
48,593
|
|
(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.
|
(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. 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 - Basis of Presentation and Accounting Policies - on page F-55 in the Corporation's 2014 Annual Report. 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)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Nonaccrual loans
|
$
|
266
|
|
|
$
|
273
|
|
Reduced-rate loans (a)
|
13
|
|
|
17
|
|
||
Total nonperforming loans
|
279
|
|
|
290
|
|
||
Foreclosed property (b)
|
9
|
|
|
10
|
|
||
Total nonperforming assets
|
$
|
288
|
|
|
$
|
300
|
|
(a)
|
Reduced-rate business loans were
zero
at both
March 31, 2015
and
December 31, 2014
, and reduced-rate retail loans were
$13 million
and
$17 million
at
March 31, 2015
and
December 31, 2014
, respectively.
|
(b)
|
Foreclosed residential real estate properties.
|
|
2015
|
|
2014
|
||||||||||||||||||||
(in millions)
|
Business Loans
|
|
Retail Loans
|
|
Total
|
|
Business Loans
|
|
Retail Loans
|
|
Total
|
||||||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
534
|
|
|
$
|
60
|
|
|
$
|
594
|
|
|
$
|
531
|
|
|
$
|
67
|
|
|
$
|
598
|
|
Loan charge-offs
|
(21
|
)
|
|
(2
|
)
|
|
(23
|
)
|
|
(27
|
)
|
|
(3
|
)
|
|
(30
|
)
|
||||||
Recoveries on loans previously charged-off
|
12
|
|
|
3
|
|
|
15
|
|
|
16
|
|
|
2
|
|
|
18
|
|
||||||
Net loan charge-offs
|
(9
|
)
|
|
1
|
|
|
(8
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(12
|
)
|
||||||
Provision for loan losses
|
17
|
|
|
(1
|
)
|
|
16
|
|
|
10
|
|
|
(2
|
)
|
|
8
|
|
||||||
Foreign currency translation adjustment
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at end of period
|
$
|
541
|
|
|
$
|
60
|
|
|
$
|
601
|
|
|
$
|
530
|
|
|
$
|
64
|
|
|
$
|
594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of total loans
|
1.21
|
%
|
|
1.39
|
%
|
|
1.22
|
%
|
|
1.25
|
%
|
|
1.62
|
%
|
|
1.28
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
March 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
Collectively evaluated for impairment
|
510
|
|
|
60
|
|
|
570
|
|
|
491
|
|
|
64
|
|
|
555
|
|
||||||
Total allowance for loan losses
|
$
|
541
|
|
|
$
|
60
|
|
|
$
|
601
|
|
|
$
|
530
|
|
|
$
|
64
|
|
|
$
|
594
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
169
|
|
|
$
|
37
|
|
|
$
|
206
|
|
|
$
|
204
|
|
|
$
|
49
|
|
|
$
|
253
|
|
Collectively evaluated for impairment
|
44,622
|
|
|
4,242
|
|
|
48,864
|
|
|
42,315
|
|
|
3,916
|
|
|
46,231
|
|
||||||
Purchased credit impaired (PCI) loans
|
—
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
5
|
|
||||||
Total loans evaluated for impairment
|
$
|
44,791
|
|
|
$
|
4,281
|
|
|
$
|
49,072
|
|
|
$
|
42,521
|
|
|
$
|
3,968
|
|
|
$
|
46,489
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
$
|
41
|
|
|
$
|
36
|
|
Provision for credit losses on lending-related commitments
|
(2
|
)
|
|
1
|
|
||
Balance at end of period
|
$
|
39
|
|
|
$
|
37
|
|
|
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
|
||||||||||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
3
|
|
|
$
|
105
|
|
|
$
|
108
|
|
|
$
|
152
|
|
|
$
|
22
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
18
|
|
|
18
|
|
|
39
|
|
|
7
|
|
|||||
Other business lines (b)
|
4
|
|
|
38
|
|
|
42
|
|
|
61
|
|
|
1
|
|
|||||
Total commercial mortgage
|
4
|
|
|
56
|
|
|
60
|
|
|
100
|
|
|
8
|
|
|||||
International
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
1
|
|
|||||
Total business loans
|
7
|
|
|
162
|
|
|
169
|
|
|
255
|
|
|
31
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
22
|
|
|
—
|
|
|
22
|
|
|
25
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
12
|
|
|
—
|
|
|
12
|
|
|
17
|
|
|
—
|
|
|||||
Other consumer
|
3
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|||||
Total consumer
|
15
|
|
|
—
|
|
|
15
|
|
|
21
|
|
|
—
|
|
|||||
Total retail loans (c)
|
37
|
|
|
—
|
|
|
37
|
|
|
46
|
|
|
—
|
|
|||||
Total individually evaluated impaired loans
|
$
|
44
|
|
|
$
|
162
|
|
|
$
|
206
|
|
|
$
|
301
|
|
|
$
|
31
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
7
|
|
|
$
|
103
|
|
|
$
|
110
|
|
|
$
|
148
|
|
|
$
|
29
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other business lines (b)
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
19
|
|
|
19
|
|
|
41
|
|
|
8
|
|
|||||
Other business lines (b)
|
4
|
|
|
43
|
|
|
47
|
|
|
63
|
|
|
2
|
|
|||||
Total commercial mortgage
|
4
|
|
|
62
|
|
|
66
|
|
|
104
|
|
|
10
|
|
|||||
Total business loans
|
11
|
|
|
166
|
|
|
177
|
|
|
253
|
|
|
39
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
25
|
|
|
—
|
|
|
25
|
|
|
28
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
12
|
|
|
—
|
|
|
12
|
|
|
16
|
|
|
—
|
|
|||||
Other consumer
|
5
|
|
|
—
|
|
|
5
|
|
|
7
|
|
|
—
|
|
|||||
Total consumer
|
17
|
|
|
—
|
|
|
17
|
|
|
23
|
|
|
—
|
|
|||||
Total retail loans (c)
|
42
|
|
|
—
|
|
|
42
|
|
|
51
|
|
|
—
|
|
|||||
Total individually evaluated impaired loans
|
$
|
53
|
|
|
$
|
166
|
|
|
$
|
219
|
|
|
$
|
304
|
|
|
$
|
39
|
|
(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 resulted in direct write-downs of restructured retail loans.
|
|
Individually Evaluated Impaired Loans
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
(in millions)
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
||||||||
Business loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
109
|
|
|
$
|
1
|
|
|
$
|
62
|
|
|
$
|
—
|
|
Real estate construction:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
Commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
19
|
|
|
—
|
|
|
62
|
|
|
—
|
|
||||
Other business lines (b)
|
44
|
|
|
—
|
|
|
67
|
|
|
1
|
|
||||
Total commercial mortgage
|
63
|
|
|
—
|
|
|
129
|
|
|
1
|
|
||||
International
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total business loans
|
173
|
|
|
1
|
|
|
213
|
|
|
1
|
|
||||
Retail loans:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage
|
23
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
||||||||
Home equity
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Other consumer
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Total consumer
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
Total retail loans
|
39
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
Total individually evaluated impaired loans
|
$
|
212
|
|
|
$
|
1
|
|
|
$
|
263
|
|
|
$
|
1
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
2015
|
|
2014
|
||||||||||||
|
|
|
Type of Modification
|
|
|||||||||||
(in millions)
|
Principal Deferrals (a)
|
|
Principal Deferrals (a)
|
Interest Rate Reductions
|
Total Modifications
|
||||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
||||||||
Business loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
—
|
|
|
|
$
|
1
|
|
|
$
|
—
|
|
$
|
1
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Other business lines (b)
|
3
|
|
|
|
8
|
|
|
—
|
|
8
|
|
||||
International
|
—
|
|
|
|
1
|
|
|
—
|
|
1
|
|
||||
Total business loans
|
3
|
|
|
|
10
|
|
|
—
|
|
10
|
|
||||
Retail loans:
|
|
|
|
|
|
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Home equity
|
—
|
|
|
|
1
|
|
(c)
|
1
|
|
2
|
|
||||
Total loans
|
$
|
3
|
|
|
|
$
|
11
|
|
|
$
|
1
|
|
$
|
12
|
|
(a)
|
Primarily represents loan balances where terms were extended
90
days or more at or above contractual interest rates.
|
(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.
|
|
2015
|
|
2014
|
||||||||||||
(in millions)
|
Balance at March 31
|
Subsequent Default in the Three Months Ended March 31
|
|
Balance at March 31
|
Subsequent Default in the Three Months Ended March 31
|
||||||||||
Principal deferrals:
|
|
|
|
|
|
|
|
||||||||
Business loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
20
|
|
|
$
|
15
|
|
|
$
|
13
|
|
|
$
|
2
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
Other business lines (b)
|
9
|
|
|
1
|
|
|
12
|
|
|
—
|
|
||||
Total commercial mortgage
|
9
|
|
|
1
|
|
|
29
|
|
|
—
|
|
||||
International
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total business loans
|
29
|
|
|
16
|
|
|
43
|
|
|
2
|
|
||||
Retail loans:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage
|
1
|
|
(c)
|
—
|
|
|
3
|
|
(c)
|
—
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Home equity
|
1
|
|
(c)
|
—
|
|
|
6
|
|
(c)
|
—
|
|
||||
Other consumer
|
—
|
|
|
—
|
|
|
2
|
|
(c)
|
—
|
|
||||
Total consumer
|
1
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Total retail loans
|
2
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Total principal deferrals
|
$
|
31
|
|
|
$
|
16
|
|
|
$
|
54
|
|
|
$
|
2
|
|
(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)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Acquired PCI loans:
|
|
|
|
||||
Carrying amount
|
$
|
2
|
|
|
$
|
2
|
|
Outstanding balance (principal and unpaid interest)
|
7
|
|
|
8
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
$
|
1
|
|
|
$
|
15
|
|
Reclassifications from nonaccretable
|
1
|
|
|
5
|
|
||
Accretion
|
(1
|
)
|
|
(9
|
)
|
||
Balance at end of period
|
$
|
1
|
|
|
$
|
11
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
|
|
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
|
$
|
1,800
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
1,800
|
|
|
$
|
175
|
|
|
$
|
—
|
|
Derivatives used as economic hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards and swaps
|
573
|
|
|
5
|
|
|
—
|
|
|
508
|
|
|
4
|
|
|
—
|
|
||||||
Total risk management purposes
|
2,373
|
|
|
185
|
|
|
—
|
|
|
2,308
|
|
|
179
|
|
|
—
|
|
||||||
Customer-initiated and other activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
296
|
|
|
—
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
—
|
|
||||||
Caps and floors purchased
|
296
|
|
|
—
|
|
|
—
|
|
|
274
|
|
|
—
|
|
|
—
|
|
||||||
Swaps
|
12,055
|
|
|
179
|
|
|
130
|
|
|
11,780
|
|
|
153
|
|
|
102
|
|
||||||
Total interest rate contracts
|
12,647
|
|
|
179
|
|
|
130
|
|
|
12,328
|
|
|
153
|
|
|
102
|
|
||||||
Energy contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
1,041
|
|
|
—
|
|
|
147
|
|
|
1,218
|
|
|
—
|
|
|
173
|
|
||||||
Caps and floors purchased
|
1,041
|
|
|
147
|
|
|
—
|
|
|
1,218
|
|
|
173
|
|
|
—
|
|
||||||
Swaps
|
2,477
|
|
|
366
|
|
|
363
|
|
|
2,496
|
|
|
354
|
|
|
352
|
|
||||||
Total energy contracts
|
4,559
|
|
|
513
|
|
|
510
|
|
|
4,932
|
|
|
527
|
|
|
525
|
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards, options and swaps
|
1,918
|
|
|
45
|
|
|
39
|
|
|
1,994
|
|
|
35
|
|
|
34
|
|
||||||
Total customer-initiated and other activities
|
19,124
|
|
|
737
|
|
|
679
|
|
|
19,254
|
|
|
715
|
|
|
661
|
|
||||||
Total gross derivatives
|
$
|
21,497
|
|
|
922
|
|
|
679
|
|
|
$
|
21,562
|
|
|
894
|
|
|
661
|
|
||||
Amounts offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Netting adjustment - Offsetting derivative assets/liabilities
|
|
|
(131
|
)
|
|
(131
|
)
|
|
|
|
(133
|
)
|
|
(133
|
)
|
||||||||
Netting adjustment - Cash collateral received/posted
|
|
|
(290
|
)
|
|
(2
|
)
|
|
|
|
(262
|
)
|
|
—
|
|
||||||||
Net derivatives included in the consolidated balance sheets (b)
|
|
|
501
|
|
|
546
|
|
|
|
|
|
499
|
|
|
528
|
|
|||||||
Amounts not offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketable securities pledged under bilateral collateral agreements
|
|
|
(203
|
)
|
|
(7
|
)
|
|
|
|
(239
|
)
|
|
(2
|
)
|
||||||||
Net derivatives after deducting amounts not offset in the consolidated balance sheets
|
|
|
|
$
|
298
|
|
|
$
|
539
|
|
|
|
|
|
$
|
260
|
|
|
$
|
526
|
|
(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
$5 million
and
$2 million
at
March 31, 2015
and
December 31, 2014
, respectively.
|
|
|
|
Weighted Average
|
||||||||
(dollar amounts in millions)
|
Notional
Amount
|
|
Remaining
Maturity
(in years)
|
|
Receive Rate
|
|
Pay Rate (a)
|
||||
March 31, 2015
|
|
|
|
|
|
|
|
||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
||||
Medium- and long-term debt designation
|
$
|
1,800
|
|
|
4.4
|
|
4.54
|
%
|
|
0.52
|
%
|
December 31, 2014
|
|
|
|
|
|
|
|
||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
||||
Medium- and long-term debt designation
|
1,800
|
|
|
4.6
|
|
4.54
|
|
|
0.49
|
|
(a)
|
Variable rates paid on receive fixed swaps are based on six-month LIBOR rates in effect at
March 31, 2015
and
December 31, 2014
.
|
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
|
Location of Gain
|
2015
|
|
2014
|
||||
Interest rate contracts
|
|
Other noninterest income
|
$
|
2
|
|
|
$
|
4
|
|
Energy contracts
|
|
Other noninterest income
|
1
|
|
|
—
|
|
||
Foreign exchange contracts
|
|
Foreign exchange income
|
10
|
|
|
9
|
|
||
Total
|
|
|
$
|
13
|
|
|
$
|
13
|
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Unused commitments to extend credit:
|
|
|
|
||||
Commercial and other
|
$
|
27,254
|
|
|
$
|
27,905
|
|
Bankcard, revolving check credit and home equity loan commitments
|
2,209
|
|
|
2,151
|
|
||
Total unused commitments to extend credit
|
$
|
29,463
|
|
|
$
|
30,056
|
|
Standby letters of credit
|
$
|
3,766
|
|
|
$
|
3,880
|
|
Commercial letters of credit
|
48
|
|
|
75
|
|
||
Other credit-related financial instruments
|
1
|
|
|
1
|
|
(dollar amounts in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Total criticized standby and commercial letters of credit
|
$
|
80
|
|
|
$
|
79
|
|
As a percentage of total outstanding standby and commercial letters of credit
|
2.1
|
%
|
|
2.0
|
%
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Other noninterest income:
|
|
|
|
||||
Amortization of other tax credit investments
|
$
|
1
|
|
|
$
|
(2
|
)
|
Provision for income taxes:
|
|
|
|
||||
Amortization of LIHTC investments
|
15
|
|
|
14
|
|
||
Low income housing tax credits
|
(15
|
)
|
|
(14
|
)
|
||
Other tax benefits related to tax credit entities
|
(5
|
)
|
|
(6
|
)
|
||
Total provision for income taxes
|
$
|
(5
|
)
|
|
$
|
(6
|
)
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Parent company
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
4.80% subordinated notes due 2015 (a)
|
$
|
301
|
|
|
$
|
304
|
|
3.80% subordinated notes due 2026 (a)
|
265
|
|
|
259
|
|
||
Medium-term notes:
|
|
|
|
||||
3.00% notes due 2015
|
300
|
|
|
300
|
|
||
2.125% notes due 2019 (a)
|
353
|
|
|
349
|
|
||
Total parent company
|
1,219
|
|
|
1,212
|
|
||
Subsidiaries
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
5.75% subordinated notes due 2016 (a)
|
668
|
|
|
670
|
|
||
5.20% subordinated notes due 2017 (a)
|
546
|
|
|
548
|
|
||
7.875% subordinated notes due 2026 (a)
|
231
|
|
|
227
|
|
||
Total subordinated notes
|
1,445
|
|
|
1,445
|
|
||
Other notes:
|
|
|
|
||||
6.0% - 6.4% fixed-rate notes due 2020
|
22
|
|
|
22
|
|
||
Total subsidiaries
|
1,467
|
|
|
1,467
|
|
||
Total medium- and long-term debt
|
$
|
2,686
|
|
|
$
|
2,679
|
|
(a)
|
The carrying value of medium- and long-term debt has been adjusted to reflect the gain or loss attributable to the risk hedged with interest rate swaps.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Accumulated net unrealized gains (losses) on investment securities:
|
|
|
|
||||
Balance at beginning of period, net of tax
|
$
|
37
|
|
|
$
|
(68
|
)
|
|
|
|
|
||||
Net unrealized holding gains arising during the period
|
45
|
|
|
94
|
|
||
Less: Provision for income taxes
|
16
|
|
|
33
|
|
||
Net unrealized holding gains arising during the period, net of tax
|
29
|
|
|
61
|
|
||
Less:
|
|
|
|
||||
Net realized (losses) gains included in net securities (losses) gains
|
(2
|
)
|
|
1
|
|
||
Less: Benefit for income taxes
|
(1
|
)
|
|
—
|
|
||
Reclassification adjustment for net securities (losses) gains included in net income, net of tax
|
(1
|
)
|
|
1
|
|
||
Less:
|
|
|
|
||||
Net losses realized as a yield adjustment in interest on investment securities
|
(2
|
)
|
|
—
|
|
||
Less: Benefit for income taxes
|
(1
|
)
|
|
—
|
|
||
Reclassification adjustment for net losses realized as a yield adjustment included in net income, net of tax
|
(1
|
)
|
|
—
|
|
||
Change in net unrealized gains on investment securities, net of tax
|
31
|
|
|
60
|
|
||
Balance at end of period, net of tax
|
$
|
68
|
|
|
$
|
(8
|
)
|
|
|
|
|
||||
Accumulated defined benefit pension and other postretirement plans adjustment:
|
|
|
|
||||
Balance at beginning of period, net of tax
|
$
|
(449
|
)
|
|
$
|
(323
|
)
|
|
|
|
|
||||
Amortization of actuarial net loss recognized in salaries and benefits expense
|
17
|
|
|
10
|
|
||
Less: Provision for income taxes
|
6
|
|
|
4
|
|
||
Change in defined benefit pension and other postretirement plans adjustment, net of tax
|
11
|
|
|
6
|
|
||
Balance at end of period, net of tax
|
$
|
(438
|
)
|
|
$
|
(317
|
)
|
Total accumulated other comprehensive loss at end of period, net of tax
|
$
|
(370
|
)
|
|
$
|
(325
|
)
|
|
Three Months Ended March 31,
|
||||||
(in millions, except per share data)
|
2015
|
|
2014
|
||||
Basic and diluted
|
|
|
|
||||
Net income
|
$
|
134
|
|
|
$
|
139
|
|
Less:
|
|
|
|
||||
Income allocated to participating securities
|
2
|
|
|
2
|
|
||
Net income attributable to common shares
|
$
|
132
|
|
|
$
|
137
|
|
|
|
|
|
||||
Basic average common shares
|
176
|
|
|
180
|
|
||
|
|
|
|
||||
Basic net income per common share
|
$
|
0.75
|
|
|
$
|
0.76
|
|
|
|
|
|
||||
Basic average common shares
|
176
|
|
|
180
|
|
||
Dilutive common stock equivalents:
|
|
|
|
||||
Net effect of the assumed exercise of stock options
|
2
|
|
|
2
|
|
||
Net effect of the assumed exercise of warrants
|
4
|
|
|
5
|
|
||
Diluted average common shares
|
182
|
|
|
187
|
|
||
|
|
|
|
||||
Diluted net income per common share
|
$
|
0.73
|
|
|
$
|
0.73
|
|
|
Three Months Ended March 31,
|
||
(shares in millions)
|
2015
|
|
2014
|
Average outstanding options
|
6.8
|
|
8.7
|
Range of exercise prices
|
$46.68 - $60.82
|
|
$48.17 - $61.94
|
Qualified Defined Benefit Pension Plan
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Service cost
|
$
|
9
|
|
|
$
|
7
|
|
Interest cost
|
22
|
|
|
22
|
|
||
Expected return on plan assets
|
(40
|
)
|
|
(33
|
)
|
||
Amortization of prior service cost
|
1
|
|
|
1
|
|
||
Amortization of net loss
|
14
|
|
|
8
|
|
||
Net periodic defined benefit cost
|
$
|
6
|
|
|
$
|
5
|
|
Postretirement Benefit Plan
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Interest cost
|
$
|
1
|
|
|
$
|
1
|
|
Expected return on plan assets
|
(1
|
)
|
|
(1
|
)
|
||
Net periodic postretirement benefit cost
|
$
|
—
|
|
|
$
|
—
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2015
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
370
|
|
|
$
|
151
|
|
|
$
|
43
|
|
|
$
|
(152
|
)
|
|
$
|
2
|
|
|
$
|
414
|
|
Provision for credit losses
|
25
|
|
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
14
|
|
||||||
Noninterest income
|
142
|
|
|
43
|
|
|
58
|
|
|
12
|
|
|
1
|
|
|
256
|
|
||||||
Noninterest expenses
|
200
|
|
|
176
|
|
|
77
|
|
|
2
|
|
|
5
|
|
|
460
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
98
|
|
|
9
|
|
|
9
|
|
|
(53
|
)
|
|
(1
|
)
|
|
62
|
|
||||||
Net income (loss)
|
$
|
189
|
|
|
$
|
17
|
|
|
$
|
16
|
|
|
$
|
(89
|
)
|
|
$
|
1
|
|
|
$
|
134
|
|
Net credit-related charge-offs (recoveries)
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
38,794
|
|
|
$
|
6,229
|
|
|
$
|
5,029
|
|
|
$
|
12,140
|
|
|
$
|
6,547
|
|
|
$
|
68,739
|
|
Loans
|
37,763
|
|
|
5,554
|
|
|
4,834
|
|
|
—
|
|
|
—
|
|
|
48,151
|
|
||||||
Deposits
|
30,169
|
|
|
22,378
|
|
|
3,996
|
|
|
170
|
|
|
277
|
|
|
56,990
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
1.95
|
%
|
|
0.29
|
%
|
|
1.29
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.78
|
%
|
||||||
Efficiency ratio (b)
|
39.20
|
|
|
90.92
|
|
|
74.58
|
|
|
N/M
|
|
|
N/M
|
|
|
68.55
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2014
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
371
|
|
|
$
|
147
|
|
|
$
|
45
|
|
|
$
|
(158
|
)
|
|
$
|
6
|
|
|
$
|
411
|
|
Provision for credit losses
|
16
|
|
|
2
|
|
|
(8
|
)
|
|
—
|
|
|
(1
|
)
|
|
9
|
|
||||||
Noninterest income
|
91
|
|
|
41
|
|
|
60
|
|
|
14
|
|
|
2
|
|
|
208
|
|
||||||
Noninterest expenses
|
146
|
|
|
173
|
|
|
76
|
|
|
3
|
|
|
8
|
|
|
406
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
100
|
|
|
4
|
|
|
13
|
|
|
(55
|
)
|
|
3
|
|
|
65
|
|
||||||
Net income (loss)
|
$
|
200
|
|
|
$
|
9
|
|
|
$
|
24
|
|
|
$
|
(92
|
)
|
|
$
|
(2
|
)
|
|
$
|
139
|
|
Net credit-related charge-offs (recoveries)
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
35,896
|
|
|
$
|
6,061
|
|
|
$
|
4,930
|
|
|
$
|
11,129
|
|
|
$
|
6,692
|
|
|
$
|
64,708
|
|
Loans
|
34,926
|
|
|
5,388
|
|
|
4,761
|
|
|
—
|
|
|
—
|
|
|
45,075
|
|
||||||
Deposits
|
27,023
|
|
|
21,595
|
|
|
3,582
|
|
|
353
|
|
|
217
|
|
|
52,770
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
2.22
|
%
|
|
0.15
|
%
|
|
1.96
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.86
|
%
|
||||||
Efficiency ratio (b)
|
31.70
|
|
|
91.79
|
|
|
73.13
|
|
|
N/M
|
|
|
N/M
|
|
|
65.79
|
|
(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
|
||||||||||||
Three Months Ended March 31, 2015
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
177
|
|
|
$
|
176
|
|
|
$
|
131
|
|
|
$
|
80
|
|
|
$
|
(150
|
)
|
|
$
|
414
|
|
Provision for credit losses
|
(8
|
)
|
|
(3
|
)
|
|
21
|
|
|
6
|
|
|
(2
|
)
|
|
14
|
|
||||||
Noninterest income
|
81
|
|
|
38
|
|
|
36
|
|
|
88
|
|
|
13
|
|
|
256
|
|
||||||
Noninterest expenses
|
155
|
|
|
100
|
|
|
96
|
|
|
102
|
|
|
7
|
|
|
460
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
38
|
|
|
44
|
|
|
18
|
|
|
16
|
|
|
(54
|
)
|
|
62
|
|
||||||
Net income (loss)
|
$
|
73
|
|
|
$
|
73
|
|
|
$
|
32
|
|
|
$
|
44
|
|
|
$
|
(88
|
)
|
|
$
|
134
|
|
Net credit-related charge-offs
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,736
|
|
|
$
|
16,461
|
|
|
$
|
12,193
|
|
|
$
|
7,662
|
|
|
$
|
18,687
|
|
|
$
|
68,739
|
|
Loans
|
13,223
|
|
|
16,193
|
|
|
11,535
|
|
|
7,200
|
|
|
—
|
|
|
48,151
|
|
||||||
Deposits
|
21,710
|
|
|
16,837
|
|
|
11,010
|
|
|
6,986
|
|
|
447
|
|
|
56,990
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
1.30
|
%
|
|
1.62
|
%
|
|
1.01
|
%
|
|
2.29
|
%
|
|
N/M
|
|
|
0.78
|
%
|
||||||
Efficiency ratio (b)
|
60.22
|
|
|
46.82
|
|
|
57.43
|
|
|
60.01
|
|
|
N/M
|
|
|
68.55
|
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2014
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
183
|
|
|
$
|
172
|
|
|
$
|
136
|
|
|
$
|
72
|
|
|
$
|
(152
|
)
|
|
$
|
411
|
|
Provision for credit losses
|
3
|
|
|
11
|
|
|
6
|
|
|
(10
|
)
|
|
(1
|
)
|
|
9
|
|
||||||
Noninterest income
|
84
|
|
|
34
|
|
|
34
|
|
|
40
|
|
|
16
|
|
|
208
|
|
||||||
Noninterest expenses
|
161
|
|
|
96
|
|
|
90
|
|
|
48
|
|
|
11
|
|
|
406
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
37
|
|
|
36
|
|
|
26
|
|
|
18
|
|
|
(52
|
)
|
|
65
|
|
||||||
Net income (loss)
|
$
|
66
|
|
|
$
|
63
|
|
|
$
|
48
|
|
|
$
|
56
|
|
|
$
|
(94
|
)
|
|
$
|
139
|
|
Net credit-related charge-offs (recoveries)
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
6
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,819
|
|
|
$
|
15,133
|
|
|
$
|
11,070
|
|
|
$
|
6,865
|
|
|
$
|
17,821
|
|
|
$
|
64,708
|
|
Loans
|
13,473
|
|
|
14,824
|
|
|
10,364
|
|
|
6,414
|
|
|
—
|
|
|
45,075
|
|
||||||
Deposits
|
20,642
|
|
|
14,782
|
|
|
10,875
|
|
|
5,901
|
|
|
570
|
|
|
52,770
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
1.22
|
%
|
|
1.59
|
%
|
|
1.56
|
%
|
|
3.28
|
%
|
|
N/M
|
|
|
0.86
|
%
|
||||||
Efficiency ratio (b)
|
60.47
|
|
|
46.66
|
|
|
52.94
|
|
|
43.28
|
|
|
N/M
|
|
|
65.79
|
|
(a)
|
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
|
•
|
Average full-year loan growth consistent with 2014, reflecting typical seasonality throughout the year and continued focus on pricing and structure discipline.
|
•
|
Net interest income relatively stable, assuming no rise in interest rates, reflecting a decrease of about $30 million in purchase accounting accretion, to about $6 million, and the impact of a continuing low rate environment on asset yields, offset by earning asset growth.
|
•
|
Provision for credit losses higher, consistent with modest net charge-offs and continued loan growth.
|
•
|
Noninterest income relatively stable, excluding the impact of a change in accounting presentation for a card program. Stable noninterest income reflects growth in fee income, particularly card fees and fiduciary income, mostly offset by a decline in warrant income and regulatory impacts on letter of credit and derivative income.
|
•
|
Noninterest expenses higher, excluding the impact of a change in accounting presentation for a card program, reflecting increases in technology, regulatory and pension expenses, as well as typical inflationary pressures, with continued focus on driving efficiencies for the long term. Technology and regulatory expenses are expected to increase approximately $40 million in total compared to 2014.
|
•
|
Income tax expense to approximate 33 percent of pre-tax income.
|
|
Three Months Ended
|
||||||||||||||||
|
March 31, 2015
|
|
March 31, 2014
|
||||||||||||||
(dollar amounts in millions)
|
Average
Balance
|
Interest
|
Average
Rate
|
|
Average
Balance
|
Interest
|
Average
Rate
|
||||||||||
Commercial loans
|
$
|
31,090
|
|
$
|
235
|
|
3.06
|
%
|
|
$
|
28,362
|
|
$
|
221
|
|
3.17
|
%
|
Real estate construction loans
|
1,938
|
|
16
|
|
3.36
|
|
|
1,827
|
|
15
|
|
3.40
|
|
||||
Commercial mortgage loans
|
8,581
|
|
73
|
|
3.44
|
|
|
8,770
|
|
86
|
|
3.97
|
|
||||
Lease financing
|
797
|
|
6
|
|
3.05
|
|
|
848
|
|
9
|
|
4.07
|
|
||||
International loans
|
1,512
|
|
14
|
|
3.71
|
|
|
1,301
|
|
12
|
|
3.68
|
|
||||
Residential mortgage loans
|
1,856
|
|
17
|
|
3.76
|
|
|
1,724
|
|
17
|
|
3.86
|
|
||||
Consumer loans
|
2,377
|
|
19
|
|
3.21
|
|
|
2,243
|
|
17
|
|
3.16
|
|
||||
Total loans (a)
|
48,151
|
|
380
|
|
3.19
|
|
|
45,075
|
|
377
|
|
3.39
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities (b)
|
9,071
|
|
51
|
|
2.26
|
|
|
8,911
|
|
55
|
|
2.42
|
|
||||
Other investment securities
|
836
|
|
2
|
|
1.10
|
|
|
371
|
|
—
|
|
0.43
|
|
||||
Total investment securities (b)
|
9,907
|
|
53
|
|
2.16
|
|
|
9,282
|
|
55
|
|
2.34
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
5,323
|
|
3
|
|
0.26
|
|
|
5,448
|
|
4
|
|
0.26
|
|
||||
Other short-term investments
|
99
|
|
—
|
|
1.11
|
|
|
111
|
|
—
|
|
0.66
|
|
||||
Total earning assets
|
63,480
|
|
436
|
|
2.78
|
|
|
59,916
|
|
436
|
|
2.94
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
1,027
|
|
|
|
|
913
|
|
|
|
||||||||
Allowance for loan losses
|
(601
|
)
|
|
|
|
(603
|
)
|
|
|
||||||||
Accrued income and other assets
|
4,833
|
|
|
|
|
4,482
|
|
|
|
||||||||
Total assets
|
$
|
68,739
|
|
|
|
|
$
|
64,708
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Money market and interest-bearing checking deposits
|
$
|
23,960
|
|
6
|
|
0.11
|
|
|
$
|
22,261
|
|
6
|
|
0.11
|
|
||
Savings deposits
|
1,786
|
|
—
|
|
0.03
|
|
|
1,700
|
|
—
|
|
0.03
|
|
||||
Customer certificates of deposit
|
4,423
|
|
4
|
|
0.37
|
|
|
5,109
|
|
5
|
|
0.36
|
|
||||
Foreign office time deposits
|
124
|
|
1
|
|
1.46
|
|
|
464
|
|
—
|
|
0.42
|
|
||||
Total interest-bearing deposits
|
30,293
|
|
11
|
|
0.15
|
|
|
29,534
|
|
11
|
|
0.15
|
|
||||
Short-term borrowings
|
110
|
|
—
|
|
0.06
|
|
|
185
|
|
—
|
|
0.03
|
|
||||
Medium- and long-term debt
|
2,690
|
|
11
|
|
1.72
|
|
|
3,545
|
|
14
|
|
1.53
|
|
||||
Total interest-bearing sources
|
33,093
|
|
22
|
|
0.27
|
|
|
33,264
|
|
25
|
|
0.30
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing deposits
|
26,697
|
|
|
|
|
23,236
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
1,496
|
|
|
|
|
979
|
|
|
|
||||||||
Total shareholders’ equity
|
7,453
|
|
|
|
|
7,229
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
68,739
|
|
|
|
|
$
|
64,708
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net interest income/rate spread (FTE)
|
|
$
|
414
|
|
2.51
|
|
|
|
$
|
411
|
|
2.64
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
FTE adjustment
|
|
$
|
1
|
|
|
|
|
$
|
1
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Impact of net noninterest-bearing sources of funds
|
|
|
0.13
|
|
|
|
|
0.13
|
|
||||||||
Net interest margin (as a percentage of average earning assets) (FTE) (a)
|
|
|
2.64
|
%
|
|
|
|
2.77
|
%
|
(a)
|
Accretion of the purchase discount on the acquired loan portfolio of
$3 million
and
$12 million
in the
three-month periods ended March 31, 2015
and
2014
, respectively, increased the net interest margin by
2
basis points and
8
basis points in each respective period.
|
(b)
|
Includes investment securities available-for-sale and investment securities held-to-maturity.
|
|
Three Months Ended
|
|||||||||||
|
March 31, 2015/March 31, 2014
|
|||||||||||
(in millions)
|
Increase
(Decrease)
Due to Rate
|
Increase
(Decrease)
Due to
Volume (a)
|
Net
Increase
(Decrease)
|
|||||||||
Interest Income (FTE):
|
|
|
|
|
|
|
||||||
Loans
|
$
|
(21
|
)
|
|
$
|
24
|
|
|
$
|
3
|
|
|
Investment securities (b)
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|
|||
Interest-bearing deposits with banks
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|||
Total interest income (FTE)
|
(24
|
)
|
|
24
|
|
|
—
|
|
|
|||
|
|
|
|
|
|
|
||||||
Interest Expense:
|
|
|
|
|
|
|
||||||
Interest-bearing deposits
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
|||
Medium- and long-term debt
|
1
|
|
|
(4
|
)
|
|
(3
|
)
|
|
|||
Total interest expense
|
2
|
|
|
(5
|
)
|
|
(3
|
)
|
|
|||
Net interest income (FTE)
|
$
|
(26
|
)
|
|
$
|
29
|
|
|
$
|
3
|
|
|
(a)
|
Rate/volume variances are allocated to variances due to volume.
|
(b)
|
Includes investment securities available-for-sale and investment securities held-to-maturity.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Service charges on deposit accounts
|
$
|
55
|
|
|
$
|
54
|
|
Fiduciary income
|
48
|
|
|
44
|
|
||
Commercial lending fees
|
25
|
|
|
20
|
|
||
Card fees
|
68
|
|
|
23
|
|
||
Letter of credit fees
|
13
|
|
|
14
|
|
||
Bank-owned life insurance
|
9
|
|
|
9
|
|
||
Foreign exchange income
|
10
|
|
|
9
|
|
||
Brokerage fees
|
4
|
|
|
5
|
|
||
Net securities (losses) gains
|
(2
|
)
|
|
1
|
|
||
Other noninterest income (a)
|
26
|
|
|
29
|
|
||
Total noninterest income
|
$
|
256
|
|
|
$
|
208
|
|
(a)
|
The table below provides further details on certain categories included in other noninterest income.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Investment banking fees
|
$
|
4
|
|
|
$
|
4
|
|
Customer derivative income
|
3
|
|
|
4
|
|
||
Insurance commissions
|
3
|
|
|
4
|
|
||
Securities trading income
|
2
|
|
|
1
|
|
||
Deferred compensation asset returns (a)
|
1
|
|
|
2
|
|
||
Income from principal investing and warrants
|
—
|
|
|
2
|
|
||
All other noninterest income
|
13
|
|
|
12
|
|
||
Other noninterest income
|
$
|
26
|
|
|
$
|
29
|
|
(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 and benefits expense.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Salaries and benefits expense
|
$
|
253
|
|
|
$
|
247
|
|
Net occupancy expense
|
38
|
|
|
40
|
|
||
Equipment expense
|
13
|
|
|
14
|
|
||
Outside processing fee expense
|
78
|
|
|
28
|
|
||
Software expense
|
23
|
|
|
22
|
|
||
Litigation-related expense
|
1
|
|
|
3
|
|
||
FDIC insurance expense
|
9
|
|
|
8
|
|
||
Advertising expense
|
6
|
|
|
6
|
|
||
Other noninterest expenses
|
39
|
|
|
38
|
|
||
Total noninterest expenses
|
$
|
460
|
|
|
$
|
406
|
|
|
Three Months Ended March 31,
|
||||||||||||
(dollar amounts in millions)
|
2015
|
|
2014
|
||||||||||
Business Bank
|
$
|
189
|
|
|
85
|
%
|
|
$
|
200
|
|
|
86
|
%
|
Retail Bank
|
17
|
|
|
8
|
|
|
9
|
|
|
4
|
|
||
Wealth Management
|
16
|
|
|
7
|
|
|
24
|
|
|
10
|
|
||
|
222
|
|
|
100
|
%
|
|
233
|
|
|
100
|
%
|
||
Finance
|
(89
|
)
|
|
|
|
(92
|
)
|
|
|
||||
Other (a)
|
1
|
|
|
|
|
(2
|
)
|
|
|
||||
Total
|
$
|
134
|
|
|
|
|
$
|
139
|
|
|
|
|
Three Months Ended
|
|
|
|
Percent
Change
|
|||||||||
(dollar amounts in millions)
|
March 31, 2015
|
|
December 31, 2014
|
|
Change
|
|
||||||||
Average Loans:
|
|
|
|
|
|
|
|
|||||||
Commercial loans by business line:
|
|
|
|
|
|
|
|
|||||||
General Middle Market
|
$
|
10,465
|
|
|
$
|
10,296
|
|
|
$
|
169
|
|
|
2
|
%
|
National Dealer Services
|
4,222
|
|
|
4,115
|
|
|
107
|
|
|
3
|
|
|||
Energy
|
3,653
|
|
|
3,443
|
|
|
210
|
|
|
6
|
|
|||
Technology and Life Sciences
|
2,686
|
|
|
2,531
|
|
|
155
|
|
|
6
|
|
|||
Environmental Services
|
904
|
|
|
885
|
|
|
19
|
|
|
2
|
|
|||
Entertainment
|
577
|
|
|
557
|
|
|
20
|
|
|
4
|
|
|||
Total Middle Market
|
22,507
|
|
|
21,827
|
|
|
680
|
|
|
3
|
|
|||
Corporate Banking
|
3,306
|
|
|
3,305
|
|
|
1
|
|
|
—
|
|
|||
Mortgage Banker Finance
|
1,399
|
|
|
1,396
|
|
|
3
|
|
|
—
|
|
|||
Commercial Real Estate
|
833
|
|
|
862
|
|
|
(29
|
)
|
|
(3
|
)
|
|||
Total Business Bank commercial loans
|
28,045
|
|
|
27,390
|
|
|
655
|
|
|
2
|
|
|||
Total Retail Bank commercial loans
|
1,721
|
|
|
1,627
|
|
|
94
|
|
|
6
|
|
|||
Total Wealth Management commercial loans
|
1,324
|
|
|
1,374
|
|
|
(50
|
)
|
|
(4
|
)
|
|||
Total commercial loans
|
31,090
|
|
|
30,391
|
|
|
699
|
|
|
2
|
|
|||
Real estate construction loans
|
1,938
|
|
|
1,920
|
|
|
18
|
|
|
1
|
|
|||
Commercial mortgage loans
|
8,581
|
|
|
8,609
|
|
|
(28
|
)
|
|
—
|
|
|||
Lease financing
|
797
|
|
|
818
|
|
|
(21
|
)
|
|
(3
|
)
|
|||
International loans
|
1,512
|
|
|
1,455
|
|
|
57
|
|
|
4
|
|
|||
Residential mortgage loans
|
1,856
|
|
|
1,821
|
|
|
35
|
|
|
2
|
|
|||
Consumer loans
|
2,377
|
|
|
2,347
|
|
|
30
|
|
|
1
|
|
|||
Total loans
|
$
|
48,151
|
|
|
$
|
47,361
|
|
|
$
|
790
|
|
|
2
|
%
|
Average Loans By Geographic Market:
|
|
|
|
|
|
|
|
|||||||
Michigan
|
$
|
13,223
|
|
|
$
|
13,142
|
|
|
$
|
81
|
|
|
1
|
%
|
California
|
16,193
|
|
|
15,777
|
|
|
416
|
|
|
3
|
|
|||
Texas
|
11,535
|
|
|
11,327
|
|
|
208
|
|
|
2
|
|
|||
Other Markets
|
7,200
|
|
|
7,115
|
|
|
85
|
|
|
1
|
|
|||
Total loans
|
$
|
48,151
|
|
|
$
|
47,361
|
|
|
$
|
790
|
|
|
2
|
%
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||
(dollar amounts in millions)
|
Amount
|
|
Percent of Total
|
|
Amount
|
|
Percent of Total
|
||||||
RMBS issued by GNMA
|
$
|
2,471
|
|
|
27
|
%
|
|
$
|
2,111
|
|
|
23
|
%
|
RMBS issued by government-sponsored enterprises
|
6,807
|
|
|
73
|
|
|
7,098
|
|
|
77
|
|
||
Total RMBS
|
$
|
9,278
|
|
|
100
|
%
|
|
$
|
9,209
|
|
|
100
|
%
|
(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)
|
|||||||
January 2015
|
788
|
|
|
13,294
|
|
|
946
|
|
|
$
|
42.30
|
|
|
$
|
—
|
|
February 2015
|
566
|
|
|
12,728
|
|
|
571
|
|
|
45.16
|
|
|
—
|
|
||
March 2015
|
—
|
|
|
12,728
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total first quarter 2015
|
1,354
|
|
|
12,728
|
|
|
1,517
|
|
|
$
|
43.38
|
|
|
$
|
—
|
|
(a)
|
Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs. Does not reflect April 28, 2015 authorization for up to an additional 10.0 million share repurchases and the equivalent of an additional 618 thousand shares from warrant repurchases.
|
(b)
|
Includes approximately
162,000
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
three months ended March 31, 2015
. 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
three months ended March 31, 2015
.
|
|
March 31, 2015
|
December 31, 2014
|
||||||
|
Basel III Rules
|
Basel I Rules
|
||||||
Common equity tier 1 capital to risk-weighted assets
|
|
4.5
|
%
|
(a)
|
|
n/a
|
|
|
Tier 1 capital to risk-weighed assets
|
|
6.0
|
|
(a)
|
|
4.0
|
%
|
|
Total capital to risk-weighted assets
|
|
8.0
|
|
(a)
|
|
8.0
|
|
|
Tier 1 capital to adjusted average assets (leverage ratio)
|
|
4.0
|
|
|
|
3.0
|
|
|
(a)
|
In order to avoid restrictions on capital distributions and discretionary bonuses, the Corporation will also be required to maintain a minimum capital conservation buffer, which phases in at 0.625% beginning on January 1, 2016 and ultimately increases to 2.5% on January 1, 2019.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||
|
(Basel III Rules)
|
|
(Basel I Rules)
|
||||||||||
(dollar amounts in millions)
|
Capital/Assets
|
|
Ratio
|
|
Capital/Assets
|
|
Ratio
|
||||||
Common equity tier 1 (a)
|
$
|
7,230
|
|
|
10.43
|
%
|
|
n/a
|
|
|
n/a
|
|
|
Tier 1 common (b)
|
n/a
|
|
|
n/a
|
|
|
$
|
7,169
|
|
|
10.50
|
%
|
|
Tier 1 risk-based (a)
|
7,230
|
|
|
10.43
|
|
|
7,169
|
|
|
10.50
|
|
||
Total risk-based (a)
|
8,586
|
|
|
12.39
|
|
|
8,543
|
|
|
12.51
|
|
||
Leverage (a)
|
7,230
|
|
|
10.53
|
|
|
7,169
|
|
|
10.35
|
|
||
Tangible common equity (b)
|
6,850
|
|
|
9.97
|
|
|
6,752
|
|
|
9.85
|
|
||
Risk-weighted assets (a)
|
69,314
|
|
|
|
|
68,273
|
|
|
|
(a)
|
March 31, 2015
capital and ratios are estimated.
|
(b)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
(dollar amounts in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Nonaccrual loans:
|
|
|
|
||||
Business loans:
|
|
|
|
||||
Commercial
|
$
|
113
|
|
|
$
|
109
|
|
Real estate construction
|
1
|
|
|
2
|
|
||
Commercial mortgage
|
82
|
|
|
95
|
|
||
International
|
1
|
|
|
—
|
|
||
Total nonaccrual business loans
|
197
|
|
|
206
|
|
||
Retail loans:
|
|
|
|
||||
Residential mortgage
|
37
|
|
|
36
|
|
||
Consumer:
|
|
|
|
||||
Home equity
|
31
|
|
|
30
|
|
||
Other consumer
|
1
|
|
|
1
|
|
||
Total consumer
|
32
|
|
|
31
|
|
||
Total nonaccrual retail loans
|
69
|
|
|
67
|
|
||
Total nonaccrual loans
|
266
|
|
|
273
|
|
||
Reduced-rate loans
|
13
|
|
|
17
|
|
||
Total nonperforming loans
|
279
|
|
|
290
|
|
||
Foreclosed property
|
9
|
|
|
10
|
|
||
Total nonperforming assets
|
$
|
288
|
|
|
$
|
300
|
|
Nonperforming loans as a percentage of total loans
|
0.57
|
%
|
|
0.60
|
%
|
||
Nonperforming assets as a percentage of total loans and foreclosed property
|
0.59
|
|
|
0.62
|
|
||
Allowance for loan losses as a percentage of total nonperforming loans
|
216
|
|
|
205
|
|
||
Loans past due 90 days or more and still accruing
|
$
|
12
|
|
|
$
|
5
|
|
Loans past due 90 days or more and still accruing as a percentage of total loans
|
0.03
|
%
|
|
0.01
|
%
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Nonperforming TDRs:
|
|
|
|
||||
Nonaccrual TDRs
|
$
|
55
|
|
|
$
|
58
|
|
Reduced-rate TDRs
|
13
|
|
|
17
|
|
||
Total nonperforming TDRs
|
68
|
|
|
75
|
|
||
Performing TDRs (a)
|
33
|
|
|
43
|
|
||
Total TDRs
|
$
|
101
|
|
|
$
|
118
|
|
(a)
|
TDRs that do not include a reduction in the original contractual interest rate which are performing in accordance with their modified terms.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||
(dollar amounts in millions)
|
Number of
Borrowers
|
|
Balance
|
|
Number of
Borrowers
|
|
Balance
|
||||||
Under $2 million
|
1,445
|
|
|
$
|
145
|
|
|
1,492
|
|
|
$
|
154
|
|
$2 million - $5 million
|
12
|
|
|
37
|
|
|
15
|
|
|
48
|
|
||
$5 million - $10 million
|
5
|
|
|
38
|
|
|
3
|
|
|
22
|
|
||
$10 million - $25 million
|
3
|
|
|
46
|
|
|
2
|
|
|
23
|
|
||
Greater than $25 million
|
—
|
|
|
—
|
|
|
1
|
|
|
26
|
|
||
Total
|
1,465
|
|
|
$
|
266
|
|
|
1,513
|
|
|
$
|
273
|
|
|
March 31, 2015
|
|
Three Months Ended March 31, 2015
|
|||||||||||||||||
(dollar amounts in millions)
|
Nonaccrual Loans
|
|
Loans Transferred to
Nonaccrual (a)
|
|
Net Loan Charge-Offs (Recoveries)
|
|||||||||||||||
Industry Category
|
|
|
||||||||||||||||||
Residential Mortgage
|
$
|
37
|
|
|
14
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(1
|
)
|
|
(13
|
)%
|
Services
|
35
|
|
|
13
|
|
|
2
|
|
|
6
|
|
|
4
|
|
|
50
|
|
|||
Real Estate
|
34
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Contractors (b)
|
25
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Health Care and Social Assistance
|
19
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Retail
|
15
|
|
|
6
|
|
|
11
|
|
|
28
|
|
|
3
|
|
|
38
|
|
|||
Manufacturing
|
15
|
|
|
6
|
|
|
9
|
|
|
23
|
|
|
(3
|
)
|
|
(38
|
)
|
|||
Holding and Other Investment Companies
|
14
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Wholesale Trade
|
10
|
|
|
4
|
|
|
14
|
|
|
36
|
|
|
3
|
|
|
38
|
|
|||
Natural Resources
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Restaurants and Food Service
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Transportation and Warehousing
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Mining, Quarrying and Oil & Gas Extraction
|
1
|
|
|
1
|
|
|
3
|
|
|
7
|
|
|
2
|
|
|
25
|
|
|||
Other (c)
|
50
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
266
|
|
|
100
|
%
|
|
$
|
39
|
|
|
100
|
%
|
|
$
|
8
|
|
|
100
|
%
|
(a)
|
Based on an analysis of nonaccrual loans with book balances greater than $2 million.
|
(b)
|
Included approximately $20 million of nonaccrual loans related to energy at
March 31, 2015
.
|
(c)
|
Consumer, excluding residential mortgage and certain personal purpose nonaccrual loans and net charge-offs, are included in the “Other” category.
|
(dollar amounts in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Total criticized loans
|
$
|
2,067
|
|
|
$
|
1,893
|
|
As a percentage of total loans
|
4.2
|
%
|
|
3.9
|
%
|
|
Three Months Ended
|
||||||
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Balance at beginning of period
|
$
|
9
|
|
|
$
|
10
|
|
Acquired in foreclosure
|
2
|
|
|
4
|
|
||
Write-downs
|
—
|
|
|
—
|
|
||
Foreclosed property sold (a)
|
(2
|
)
|
|
(5
|
)
|
||
Balance at end of period
|
$
|
9
|
|
|
$
|
9
|
|
(a) Net gain on foreclosed property sold
|
$
|
—
|
|
|
$
|
1
|
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Real estate construction loans:
|
|
|
|
||||
Commercial Real Estate business line (a)
|
$
|
1,575
|
|
|
$
|
1,606
|
|
Other business lines (b)
|
342
|
|
|
349
|
|
||
Total real estate construction loans
|
$
|
1,917
|
|
|
$
|
1,955
|
|
Commercial mortgage loans:
|
|
|
|
||||
Commercial Real Estate business line (a)
|
$
|
1,807
|
|
|
$
|
1,790
|
|
Other business lines (b)
|
6,751
|
|
|
6,814
|
|
||
Total commercial mortgage loans
|
$
|
8,558
|
|
|
$
|
8,604
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||
(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
|
$
|
409
|
|
|
22
|
%
|
|
$
|
788
|
|
|
47
|
%
|
|
$
|
417
|
|
|
23
|
%
|
|
$
|
795
|
|
|
48
|
%
|
California
|
847
|
|
|
46
|
|
|
583
|
|
|
35
|
|
|
831
|
|
|
46
|
|
|
564
|
|
|
34
|
|
||||
Texas
|
339
|
|
|
18
|
|
|
253
|
|
|
15
|
|
|
337
|
|
|
18
|
|
|
247
|
|
|
15
|
|
||||
Other Markets
|
264
|
|
|
14
|
|
|
54
|
|
|
3
|
|
|
246
|
|
|
13
|
|
|
52
|
|
|
3
|
|
||||
Total
|
$
|
1,859
|
|
|
100
|
%
|
|
$
|
1,678
|
|
|
100
|
%
|
|
$
|
1,831
|
|
|
100
|
%
|
|
$
|
1,658
|
|
|
100
|
%
|
(in millions)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
European exposure:
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
230
|
|
|
$
|
211
|
|
Banks and other financial institutions
|
|
40
|
|
|
52
|
|
||
Total outstanding
|
|
270
|
|
|
263
|
|
||
Unfunded commitments and guarantees
|
|
381
|
|
|
382
|
|
||
Total European exposure (a)
|
|
$
|
651
|
|
|
$
|
645
|
|
(a)
|
Primarily United Kingdom and the Netherlands
|
|
+200 Basis Points
|
|||||
(in millions)
|
Estimated Annual Change
|
|||||
March 31, 2015
|
Amount
|
|
%
|
|||
Incremental Average Decrease in Noninterest-bearing Deposit Balances:
|
|
|
|
|||
$1 billion
|
$
|
209
|
|
|
12
|
%
|
$3 billion
|
187
|
|
|
11
|
|
|
Comerica Incorporated
|
|
Comerica Bank
|
||
March 31, 2015
|
Rating
|
Outlook
|
|
Rating
|
Outlook
|
Standard and Poor’s
|
A-
|
Negative
|
|
A
|
Negative
|
Moody’s Investors Service (a)
|
A3
|
Stable
|
|
A2
|
Stable
|
Fitch Ratings
|
A
|
Stable
|
|
A
|
Stable
|
DBRS
|
A
|
Stable
|
|
A (High)
|
Stable
|
(a)
|
In March 2015, Moody's Investors Service put global bank ratings on review following the publication of revised bank rating methodology. While the outlook for both Comerica Incorporated and Comerica Bank continue to be "Stable", Moody’s released a preliminary indication of an “A3” rating for Comerica Bank long-term senior unsecured debt.
|
(dollar amounts in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Tier 1 Common Capital Ratio:
|
|
|
|
||||
Tier 1 and Tier 1 common capital (a)
|
n/a
|
|
|
$
|
7,169
|
|
|
Risk-weighted assets (a)
|
n/a
|
|
|
68,273
|
|
||
Tier 1 and Tier 1 common risk-based capital ratio
|
n/a
|
|
|
10.50
|
%
|
||
Tangible Common Equity Ratio:
|
|
|
|
||||
Common shareholders' equity
|
$
|
7,500
|
|
|
$
|
7,402
|
|
Less:
|
|
|
|
||||
Goodwill
|
635
|
|
|
635
|
|
||
Other intangible assets
|
15
|
|
|
15
|
|
||
Tangible common equity
|
$
|
6,850
|
|
|
$
|
6,752
|
|
Total assets
|
$
|
69,336
|
|
|
$
|
69,190
|
|
Less:
|
|
|
|
||||
Goodwill
|
635
|
|
|
635
|
|
||
Other intangible assets
|
15
|
|
|
15
|
|
||
Tangible assets
|
$
|
68,686
|
|
|
$
|
68,540
|
|
Common equity ratio
|
10.82
|
%
|
|
10.70
|
%
|
||
Tangible common equity ratio
|
9.97
|
|
|
9.85
|
|
||
Tangible Common Equity per Share of Common Stock:
|
|
|
|
||||
Common shareholders' equity
|
$
|
7,500
|
|
|
$
|
7,402
|
|
Tangible common equity
|
6,850
|
|
|
6,752
|
|
||
Shares of common stock outstanding (in millions)
|
178
|
|
|
179
|
|
||
Common shareholders' equity per share of common stock
|
$
|
42.12
|
|
|
$
|
41.35
|
|
Tangible common equity per share of common stock
|
38.47
|
|
|
37.72
|
|
(a)
|
Tier 1 capital and risk-weighted assets as defined by Basel I risk-based capital rules.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
. The Corporation maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Corporation's management, including the Corporation's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management has evaluated, with the participation of the Corporation's Chief Executive Officer and Chief Financial Officer, the effectiveness of the Corporation's disclosure controls and procedures as of the end of the period covered by this quarterly report (the "Evaluation Date"). Based on the evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Corporation's disclosure controls and procedures are effective.
|
(b)
|
Changes in Internal Control Over Financial Reporting
. During the period to which this report relates, there have not been any changes in the Corporation's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or that are reasonably likely to materially affect, such controls.
|
Exhibit No.
|
|
Description
|
|
|
|
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
|
|
[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.]
|
|
|
|
10.1†
|
|
Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan (amended and restated on January 27, 2015) (filed as Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2014, and incorporated herein by reference).
|
|
|
|
10.2†
|
|
Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (amended and restated on January 27, 2015) (filed as Exhibit 10.14 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2014, and incorporated herein by reference).
|
|
|
|
10.3†
|
|
Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (filed herewith).
|
|
|
|
10.4†
|
|
2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (filed herewith).
|
|
|
|
31.1
|
|
Chairman 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
|
|
Vice Chairman 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).
|
|
|
|
101
|
|
Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2015, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive 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.
|
|
COMERICA INCORPORATED
|
|
(Registrant)
|
|
|
|
/s/ Muneera S. Carr
|
|
Muneera S. Carr
|
|
Executive Vice President and
|
|
Chief Accounting Officer and
|
|
Duly Authorized Officer
|
Exhibit No.
|
|
Description
|
|
|
|
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
|
|
[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.]
|
|
|
|
10.1†
|
|
Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan (amended and restated on January 27, 2015) (filed as Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2014, and incorporated herein by reference).
|
|
|
|
10.2†
|
|
Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (amended and restated on January 27, 2015)(filed as Exhibit 10.14 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2014, and incorporated herein by reference).
|
|
|
|
10.3†
|
|
Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (filed herewith).
|
|
|
|
10.4†
|
|
2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (filed herewith).
|
|
|
|
31.1
|
|
Chairman 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
|
|
Vice Chairman 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)
|
|
|
|
101
|
|
Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2015, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive 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.
|
SECTION I
|
PURPOSE
|
1
|
SECTION II
|
DEFINITIONS
|
1
|
SECTION III
|
ADMINISTRATION
|
4
|
SECTION IV
|
COMMON STOCK SUBJECT TO THE PLAN
|
5
|
SECTION V
|
AWARDS
|
5
|
SECTION VI
|
CHANGE OF CONTROL PROVISIONS
|
11
|
SECTION VII
|
TERMINATION AND AMENDMENT
|
12
|
SECTION VIII
|
UNFUNDED STATUS OF PLAN
|
13
|
SECTION IX
|
GENERAL PROVISIONS
|
14
|
SECTION X
|
EFFECTIVE DATE OF PLAN
|
15
|
1.
|
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "
Exchange Act
")) (a "
Person
") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Corporation (the "
Outstanding Corporation Common Stock
") or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "
Outstanding Corporation Voting Securities
");
provided, however
, that for purposes of this subsection 1, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection A.3 of this Exhibit A; or
|
2.
|
Individuals who, as of the date hereof, constitute the Corporation's Board of Directors (the "
Incumbent Board
") cease for any reason to constitute at least a majority of the Board;
provided, however
, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
|
3.
|
Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Corporation's assets (a "
Business Combination
"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business
|
4.
|
Approval by the Corporation's stockholders of a complete liquidation or dissolution of the Corporation.
|
B.
|
With respect to any Award subject to Section 409A of the Code and for purposes of subsection E. of Section VII above, the above definition of "Change of Control" shall mean:
|
1.
|
any one person, or more than one person acting as a group, acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation;
|
2.
|
any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) ownership of stock of the Corporation possessing 30% or more of the total voting power of the stock of the Corporation;
|
3.
|
a majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment is not endorsed by a majority of the members of the Board before the date of the appointment or election; or
|
4.
|
any one person, or more than one person acting as a group, acquires (or has acquired during any twelve (12) month period) assets from the Corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions.
|
•
|
Plan approved by the Governance, Compensation and Nominating Committee on February 24, 2015, by the Board of Directors on February 24, 2015 and by the shareholders on April 28, 2015.
|
|
|
|
|
|
|
|
SECTION I
|
|
PURPOSE
|
|
|
1
|
|
SECTION II
|
|
DEFINITIONS
|
|
|
1
|
|
SECTION III
|
|
ADMINISTRATION
|
|
|
4
|
|
SECTION IV
|
|
COMMON STOCK SUBJECT TO THE PLAN
|
|
|
5
|
|
SECTION V
|
|
AWARDS
|
|
|
5
|
|
SECTION VI
|
|
CHANGE OF CONTROL PROVISIONS
|
|
|
11
|
|
SECTION VII
|
|
TERMINATION AND AMENDMENT
|
|
|
12
|
|
SECTION VIII
|
|
UNFUNDED STATUS OF PLAN
|
|
|
13
|
|
SECTION IX
|
|
GENERAL PROVISIONS
|
|
|
14
|
|
SECTION X
|
|
EFFECTIVE DATE OF PLAN
|
|
|
15
|
|
B.
|
Except as otherwise provided in any Award Agreement, with respect to any Award subject to Section 409A of the Code and for purposes of subsection E. of Section VII above, the above definition of “Change of Control” shall mean:
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended
March 31, 2015
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:
|
April 29, 2015
|
/s/ Ralph W. Babb, Jr.
|
|
|
Ralph W. Babb, Jr.
|
|
|
Chairman and
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended
March 31, 2015
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:
|
April 29, 2015
|
/s/ Karen L. Parkhill
|
|
|
Karen L. Parkhill
|
|
|
Vice Chairman and
|
|
|
Chief Financial Officer
|
(1)
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended
March 31, 2015
(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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
April 29, 2015
|
/s/ Ralph W. Babb, Jr.
|
|
|
Ralph W. Babb, Jr.
|
|
|
Chairman and
|
|
|
Chief Executive Officer
|
|
|
|
|
|
/s/ Karen L. Parkhill
|
|
|
Karen L. Parkhill
|
|
|
Vice Chairman and
|
|
|
Chief Financial Officer
|