UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended
December 31, 2016
Commission file number 1-10706
COMERICA INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
38-1998421
(State or Other Jurisdiction of Incorporation)
 
(IRS Employer Identification Number)
Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
(214) 462-6831
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of
the Exchange Act:
ž Common Stock, $5 par value
ž     Warrants to Purchase Common Stock (expiring November 14, 2018)
These securities are registered on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the
Exchange Act:
ž     Warrants to Purchase Common Stock (expiring December 12, 2018)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý  No  o
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o  No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý  No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý  No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer  ý
 
Accelerated
filer  o
 
Non-accelerated filer  o
(Do not check if a smaller
reporting company)
 
Smaller reporting
company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o No  ý
At June 30, 2016 (the last business day of the registrant’s most recently completed second fiscal quarter), the registrant’s common stock, $5 par value, held by non-affiliates had an aggregate market value of approximately $7.0 billion based on the closing price on the New York Stock Exchange on that date of $41.13 per share. For purposes of this Form 10-K only, it has been assumed that all common shares Comerica’s Trust Department holds for Comerica’s employee plans, and all common shares the registrant’s directors and executive officers hold, are shares held by affiliates.
At February 10, 2017 , the registrant had outstanding 175,858,751 shares of its common stock, $5 par value.
Documents Incorporated by Reference:
Part III:
Items 10-14—Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 2017.

Table of Contents

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-1
S-1
E-1



Table of Contents

PART I
Item 1. Business.
GENERAL
Comerica Incorporated (“Comerica”) is a financial services company, incorporated under the laws of the State of Delaware, and headquartered in Dallas, Texas. Based on total assets as reported in the most recently filed Consolidated Financial Statements for Bank Holding Companies (FR Y-9C), it was among the 25 largest commercial United States (“U.S.”) financial holding companies. Comerica was formed in 1973 to acquire the outstanding common stock of Comerica Bank, which at such time was a Michigan banking corporation and one of Michigan's oldest banks (formerly Comerica Bank-Detroit). On October 31, 2007, Comerica Bank, a Michigan banking corporation, was merged with and into Comerica Bank, a Texas banking association (“Comerica Bank”). As of December 31, 2016 , Comerica owned directly or indirectly all the outstanding common stock of 2 active banking and 33 non-banking subsidiaries. At December 31, 2016 , Comerica had total assets of approximately $73.0 billion , total deposits of approximately $59.0 billion , total loans (net of unearned income) of approximately $49.1 billion and shareholders’ equity of approximately $7.8 billion .
Business Segments
Comerica has strategically aligned its operations into three major business segments: the Business Bank, the Retail Bank, and Wealth Management. In addition to the three major business segments, Finance is also reported as a segment. We provide information about our business segments and the principal products and services provided by these segments in Note 23 on pages F-102 through F-105 of the Notes to Consolidated Financial Statements located in the Financial Section of this report.
Comerica operates in three primary geographic markets - Texas, California, and Michigan, as well as in Arizona and Florida, with select businesses operating in several other states, and in Canada and Mexico. We provide information about our market segments in Note 23 on pages F-102 through F-105 of the Notes to Consolidated Financial Statements located in the Financial Section of this report.
Activities with customers domiciled outside the U.S., in total or with any individual country, are not significant. We provide information on risks attendant to foreign operations: (1) under the caption “Concentration of Credit Risk” on page F-29 of the Financial Section of this report; and (2) under the caption "International Exposure" on pages F-31 through F-32 of the Financial Section of this report.
We provide information about the net interest income and noninterest income we received from our various classes of products and services: (1) under the caption, “Analysis of Net Interest Income” on page F-6 of the Financial Section of this report; (2) under the caption “Net Interest Income” on pages F-7 through F-8 of the Financial Section of this report; and (3) under the caption “Noninterest Income” on pages F-8 through F-9 of the Financial Section of this report.
COMPETITION
The financial services business is highly competitive. Comerica and its subsidiaries mainly compete in their three primary geographic markets of Texas, California and Michigan, as well as in the states of Arizona and Florida. They also compete in broader, national geographic markets, as well as markets in Mexico and Canada. They are subject to competition with respect to various products and services, including, without limitation, loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services, loan syndication services, consumer lending, consumer deposit gathering, mortgage loan origination, consumer products, fiduciary services, private banking, retirement services, investment management and advisory services, investment banking services, brokerage services, the sale of annuity products, and the sale of life, disability and long-term care insurance products.
Comerica competes in terms of products and pricing with large national and regional financial institutions and with smaller financial institutions. Some of Comerica's larger competitors, including certain nationwide banks that have a significant presence in Comerica's market area, may make available to their customers a broader array of product, pricing and structure alternatives and, due to their asset size, may more easily absorb credit losses in a larger overall portfolio. Some of Comerica's competitors (larger or smaller) may have more liberal lending policies and processes. Further, Comerica's banking competitors may be subject to a significantly different or reduced degree of regulation due to their asset size or types of products offered. They may also have the ability to more efficiently utilize resources to comply with regulations or may be able to more effectively absorb the costs of regulations into their existing cost structure. Comerica believes that the level of competition in all geographic markets will continue to increase in the future.
In addition to banks, Comerica's banking subsidiaries also face competition from other financial intermediaries, including savings and loan associations, consumer finance companies, leasing companies, venture capital funds, credit unions, investment banks, insurance companies and securities firms. Competition among providers of financial products and services continues to increase, with consumers having the opportunity to select from a growing variety of traditional and nontraditional alternatives. The ability of non-banking financial institutions to provide services previously limited to commercial banks has intensified

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competition. Because non-banking financial institutions are not subject to many of the same regulatory restrictions as banks and bank holding companies, they can often operate with greater flexibility and lower cost structures.
In addition, the industry continues to consolidate, which affects competition by eliminating some regional and local institutions, while strengthening the franchises of acquirers.
SUPERVISION AND REGULATION
Banks, bank holding companies, and financial institutions are highly regulated at both the state and federal level. Comerica is subject to supervision and regulation at the federal level by the Board of Governors of the Federal Reserve System (“FRB”) under the Bank Holding Company Act of 1956, as amended. The Gramm-Leach-Bliley Act expanded the activities in which a bank holding company registered as a financial holding company can engage. The conditions to be a financial holding company include, among others, the requirement that each depository institution subsidiary of the holding company be well capitalized and well managed. Effective July 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) also requires the well capitalized and well managed standards to be met at the financial holding company level. Comerica became a financial holding company in 2000. As a financial holding company, Comerica may affiliate with securities firms and insurance companies, and engage in activities that are financial in nature. Activities that are “financial in nature” include, but are not limited to: securities underwriting; securities dealing and market making; sponsoring mutual funds and investment companies (subject to regulatory requirements, including restrictions set forth in the Volcker Rule, described under the heading "The Dodd-Frank Wall Street Reform and Consumer Protection Act and Recent Legislative and Regulatory Developments " below); insurance underwriting and agency; merchant banking; and activities that the FRB has determined to be financial in nature or incidental or complementary to a financial activity, provided that it does not pose a substantial risk to the safety or soundness of the depository institution or the financial system generally. A bank holding company that is not also a financial holding company is limited to engaging in banking and other activities previously determined by the FRB to be closely related to banking.
Comerica Bank is chartered by the State of Texas and at the state level is supervised and regulated by the Texas Department of Banking under the Texas Finance Code. Comerica Bank has elected to be a member of the Federal Reserve System under the Federal Reserve Act and, consequently, is supervised and regulated by the Federal Reserve Bank of Dallas. Comerica Bank & Trust, National Association is chartered under federal law and is subject to supervision and regulation by the Office of the Comptroller of the Currency (“OCC”) under the National Bank Act. Comerica Bank & Trust, National Association, by virtue of being a national bank, is also a member of the Federal Reserve System. The deposits of Comerica Bank and Comerica Bank & Trust, National Association are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”) to the extent provided by law. Certain transactions executed by Comerica Bank are also subject to regulation by the U.S. Commodity Futures Trading Commission. In Canada, Comerica Bank is supervised by the Office of the Superintendent of Financial Institutions and in Mexico, by the Banco de México.
The FRB supervises non-banking activities conducted by companies directly and indirectly owned by Comerica. In addition, Comerica's non-banking subsidiaries are subject to supervision and regulation by various state, federal and self-regulatory agencies, including, but not limited to, the Financial Industry Regulatory Authority, Inc. (in the case of Comerica Securities, Inc.), the Department of Insurance and Financial Services of the State of Michigan (in the case of Comerica Insurance Services, Inc.), the Department of Licensing and Regulatory Affairs (in the case of Comerica Securities, Inc.) and the Securities and Exchange Commission (“SEC”) (in the case of Comerica Securities, Inc. and World Asset Management, Inc.).
Described below are material elements of selected laws and regulations applicable to Comerica and its subsidiaries. The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described. Changes in applicable law or regulation, and in their application by regulatory agencies, cannot be predicted, but they may have a material effect on the business of Comerica and its subsidiaries.
Requirements for Approval of Acquisitions and Activities
In most cases, no FRB approval is required for Comerica to acquire a company engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the FRB. However, Federal and state laws impose notice and approval requirements for mergers and acquisitions of other depository institutions or bank holding companies. Prior approval is required before Comerica may acquire the beneficial ownership or control of more than 5% of the voting shares or substantially all of the assets of a bank holding company (including a financial holding company) or a bank.
The Community Reinvestment Act of 1977 (“CRA”) requires U.S. banks to help serve the credit needs of their communities. Comerica Bank's current rating under the “CRA” is “satisfactory”. If any subsidiary bank of Comerica were to receive a rating under the CRA of less than “satisfactory,” Comerica would be prohibited from engaging in certain activities.

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In addition, Comerica, Comerica Bank and Comerica Bank & Trust, National Association, are each “well capitalized” and “well managed” under FRB standards. If any subsidiary bank of Comerica were to cease being “well capitalized” or “well managed” under applicable regulatory standards, the FRB could place limitations on Comerica's ability to conduct the broader financial activities permissible for financial holding companies or impose limitations or conditions on the conduct or activities of Comerica or its affiliates. If the deficiencies persisted, the FRB could order Comerica to divest any subsidiary bank or to cease engaging in any activities permissible for financial holding companies that are not permissible for bank holding companies, or Comerica could elect to conform its non-banking activities to those permissible for a bank holding company that is not also a financial holding company.
Further, the effectiveness of Comerica and its subsidiaries in complying with anti-money laundering regulations (discussed below) is also taken into account by the FRB when considering applications for approval of acquisitions.
Transactions with Affiliates
Various governmental requirements, including Sections 23A and 23B of the Federal Reserve Act and the FRB's Regulation W, limit borrowings by Comerica and its nonbank subsidiaries from its affiliate insured depository institutions, and also limit various other transactions between Comerica and its nonbank subsidiaries, on the one hand, and Comerica's affiliate insured depository institutions, on the other. For example, Section 23A of the Federal Reserve Act limits the aggregate outstanding amount of any insured depository institution's loans and other “covered transactions” with any particular nonbank affiliate to no more than 10% of the institution's total capital and limits the aggregate outstanding amount of any insured depository institution's covered transactions with all of its nonbank affiliates to no more than 20% of its total capital. “Covered transactions” are defined by statute to include a loan or extension of credit, as well as a purchase of securities issued by an affiliate, a purchase of assets (unless otherwise exempted by the FRB) from the affiliate, the acceptance of securities issued by the affiliate as collateral for a loan, and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate. Section 23A of the Federal Reserve Act also generally requires that an insured depository institution's loans to its nonbank affiliates be, at a minimum, 100% secured, and Section 23B of the Federal Reserve Act generally requires that an insured depository institution's transactions with its nonbank affiliates be on terms and under circumstances that are substantially the same or at least as favorable as those prevailing for comparable transactions with nonaffiliates. The Dodd-Frank Act applied the 10% of capital limit on covered transactions to financial subsidiaries and amended the definition of “covered transaction” to include (i) securities borrowing or lending transactions with an affiliate, and (ii) all derivatives transactions with an affiliate, to the extent that either causes a bank or its affiliate to have credit exposure to the securities borrowing/lending or derivative counterparty.
Privacy
The privacy provisions of the Gramm-Leach-Bliley Act generally prohibit financial institutions, including Comerica, from disclosing nonpublic personal financial information of consumer customers to third parties for certain purposes (primarily marketing) unless customers have the opportunity to “opt out” of the disclosure. The Fair Credit Reporting Act restricts information sharing among affiliates for marketing purposes.
Anti-Money Laundering Regulations
The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“USA PATRIOT Act”) of 2001 and its implementing regulations substantially broadened the scope of U.S. anti-money laundering laws and regulations by requiring insured depository institutions, broker-dealers, and certain other financial institutions to have policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing. The USA PATRIOT Act and its regulations also provide for information sharing, subject to conditions, between federal law enforcement agencies and financial institutions, as well as among financial institutions, for counter-terrorism purposes. Federal banking regulators are required, when reviewing bank holding company acquisition and bank merger applications, to take into account the effectiveness of the anti-money laundering activities of the applicants. To comply with these obligations, Comerica and its various operating units have implemented appropriate internal practices, procedures, and controls.
Interstate Banking and Branching
The Interstate Banking and Branching Efficiency Act (the “Interstate Act”), as amended by the Dodd-Frank Act, permits a bank holding company, with FRB approval, to acquire banking institutions located in states other than the bank holding company's home state without regard to whether the transaction is prohibited under state law, but subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, prior to and following the proposed acquisition, control no more than 10% of the total amount of deposits of insured depository institutions in the U.S. and no more than 30% of such deposits in that state (or such amount as established by state law if such amount is lower than 30%). The Interstate Act, as amended, also authorizes banks to operate branch offices outside their home states by merging with out-of-state banks, purchasing branches in other states and by establishing de novo branches in other states, subject to various conditions. In the case of purchasing branches in a state in which it does not already have banking operations, the “host” state must have “opted-in” to the Interstate Act by enacting a law permitting such branch purchases. The

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Dodd-Frank Act expanded the de novo interstate branching authority of banks beyond what had been permitted under the Interstate Act by eliminating the requirement that a state expressly “opt-in” to de novo branching, in favor of a rule that de novo interstate branching is permissible if under the law of the state in which the branch is to be located, a state bank chartered by that state would be permitted to establish the branch. The Dodd-Frank Act also requires that a bank holding company or bank be well capitalized and well managed (rather than simply adequately capitalized and adequately managed) in order to take advantage of these interstate banking and branching provisions.
Comerica has consolidated the majority of its banking business into one bank, Comerica Bank, with banking centers in Texas, Arizona, California, Florida and Michigan, as well as Canada.
Dividends
Comerica is a legal entity separate and distinct from its banking and other subsidiaries. Most of Comerica's revenues result from dividends its bank subsidiaries pay it. There are statutory and regulatory requirements applicable to the payment of dividends by subsidiary banks to Comerica, as well as by Comerica to its shareholders. Certain, but not all, of these requirements are discussed below.
Comerica Bank and Comerica Bank & Trust, National Association are required by federal law to obtain the prior approval of the FRB and/or the OCC, as the case may be, for the declaration and payment of dividends, if the total of all dividends declared by the board of directors of such bank in any calendar year will exceed the total of (i) such bank's retained net income (as defined and interpreted by regulation) for that year plus (ii) the retained net income (as defined and interpreted by regulation) for the preceding two years, less any required transfers to surplus or to fund the retirement of preferred stock. At January 1, 2017 , Comerica's subsidiary banks could declare aggregate dividends of approximately $142 million from retained net profits of the preceding two years. Comerica's subsidiary banks declared dividends of $545 million in 2016 , $437 million in 2015 and $380 million in 2014 .
Further, federal regulatory agencies can prohibit a banking institution or bank holding company from engaging in unsafe and unsound banking practices and could prohibit the payment of dividends under circumstances in which such payment could be deemed an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”), “prompt corrective action” regime discussed below, which applies to each of Comerica Bank and Comerica Bank & Trust, National Association, a subject bank is specifically prohibited from paying dividends to its parent company if payment would result in the bank becoming “undercapitalized.” In addition, Comerica Bank is also subject to limitations under Texas state law regarding the amount of earnings that may be paid out as dividends to its parent company, and requiring prior approval for payments of dividends that exceed certain levels.
Additionally, the payment of dividends by Comerica to its shareholders is subject to the non-objection of the FRB pursuant to the Comprehensive Capital Analysis and Review (CCAR) program. For more information, please see “The Dodd-Frank Wall Street Reform and Consumer Protection Act and Recent Legislative and Regulatory Developments” in this section.
Source of Strength and Cross-Guarantee Requirements
Federal law and FRB regulations require that bank holding companies serve as a source of strength to each subsidiary bank and commit resources to support each subsidiary bank. This support may be required at times when a bank holding company may not be able to provide such support without adversely affecting its ability to meet other obligations. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, in the event of a loss suffered or anticipated by the FDIC (either as a result of the failure of a banking subsidiary or related to FDIC assistance provided to such a subsidiary in danger of failure), the other banking subsidiaries may be assessed for the FDIC's loss, subject to certain exceptions.
Federal Deposit Insurance Corporation Improvement Act
FDICIA requires, among other things, the federal banking agencies to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital requirements. FDICIA establishes five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” A depository institution's capital tier will depend upon where its capital levels are in relation to various relevant capital measures, which, among others, include a Tier 1 and total risk-based capital measure and a leverage ratio capital measure.
Regulations establishing the specific capital tiers provide that, for a depository institution to be well capitalized, it must have a total risk-based capital ratio of at least 10% and a Tier 1 risk-based capital ratio of at least 8%, a common equity Tier 1 risk-based capital measure of at least 6.5%, a Tier 1 leverage ratio of at least 5% and not be subject to any specific capital order or directive. For an institution to be adequately capitalized, it must have a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 6%, a common equity Tier 1 risk-based capital measure of at least 4.5% and a Tier 1 leverage ratio of at least 4%. Under certain circumstances, the appropriate banking agency may treat a well capitalized, adequately capitalized or undercapitalized institution as if the institution were in the next lower capital category.
As of December 31, 2016 , Comerica and its banking subsidiaries exceeded the ratios required for an institution to be considered “well capitalized” under these regulations.

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FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to limitations on growth and certain activities and are required to submit an acceptable capital restoration plan. The federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution's capital. In addition, for a capital restoration plan to be acceptable, the institution's parent holding company must guarantee for a specific time period that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company under the guaranty is limited to the lesser of (i) an amount equal to 5% of the depository institution's total assets at the time it became undercapitalized, or (ii) the amount that is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit or implement an acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions are subject to a number of requirements and restrictions. Specifically, such a depository institution may be required to do one or more of the following, among other things: sell sufficient voting stock to become adequately capitalized, reduce the interest rates it pays on deposits, reduce its rate of asset growth, dismiss certain senior executive officers or directors, or stop accepting deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator or such other action as the FDIC and the applicable federal banking agency shall determine appropriate.
As an additional means to identify problems in the financial management of depository institutions, FDICIA requires federal bank regulatory agencies to establish certain non-capital safety and soundness standards for institutions any such agency supervises. The standards relate generally to, among others, earnings, liquidity, operations and management, asset quality, various risk and management exposures (e.g., credit, operational, market, interest rate, etc.) and executive compensation. The agencies are authorized to take action against institutions that fail to meet such standards.
FDICIA also contains a variety of other provisions that may affect the operations of depository institutions including reporting requirements, regulatory standards for real estate lending, “truth in savings” provisions, the requirement that a depository institution give 90 days prior notice to customers and regulatory authorities before closing any branch, and a prohibition on the acceptance or renewal of brokered deposits by depository institutions that are not well capitalized or are adequately capitalized and have not received a waiver from the FDIC.
Capital Requirements
Comerica and its bank subsidiaries are subject to risk-based capital requirements and guidelines imposed by the FRB and/or the OCC.
For this purpose, a depository institution's or holding company's assets and certain specified off-balance sheet commitments are assigned to various risk categories defined by the FRB, each weighted differently based on the level of credit risk that is ascribed to such assets or commitments, based on counterparty type and asset class. A depository institution's or holding company's capital, in turn, is divided into three tiers: Common Equity Tier 1 (“CET1”), additional Tier 1, and Tier 2. CET1 capital predominantly includes common shareholders’ equity, less certain deductions for goodwill, intangible assets and deferred tax assets that arise from net operating losses and tax credit carry-forwards, if any. Additional Tier 1 capital primarily includes any outstanding noncumulative perpetual preferred stock and related surplus. Comerica has also made the election to permanently exclude accumulated other comprehensive income related to debt securities, cash flow hedges, and defined benefit postretirement plans from CET1 capital. Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for credit losses. Certain deductions and adjustments to CET1 capital, Tier 1 capital and Tier 2 capital are subject to phase-in through December 31, 2017. Entities that engage in trading activities, whose trading activities exceed specified levels, also are required to maintain capital for market risk. Market risk includes changes in the market value of trading account, foreign exchange, and commodity positions, whether resulting from broad market movements (such as changes in the general level of interest rates, equity prices, foreign exchange rates, or commodity prices) or from position specific factors. From time to time, Comerica's trading activities may exceed specified regulatory levels, in which case Comerica maintains additional capital for market risk as required.
Comerica, like other bank holding companies, currently is required to maintain CET1, Tier 1 (the sum of CET1 and additional Tier 1 capital) and “total capital” (the sum of Tier 1 and Tier 2 capital) equal to at least 4.5%, 6% and 8% of its total risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit), respectively. In 2016, Comerica was also required to maintain a minimum capital conservation buffer of 0.625% in order to avoid restrictions on capital distributions and discretionary bonuses. The minimum required capital conservation buffer gradually increases to 2.5% in 2019. At December 31, 2016 , Comerica met all requirements, with CET1, Tier 1 and total capital equal to 11.09% , 11.09% and 13.27% of its total risk-weighted assets, respectively, and a capital conservation buffer of 5.09% of its total risk-weighted assets.
Comerica is also required to maintain a minimum “leverage ratio” (Tier 1 capital to non-risk-adjusted total assets) of 4%. Comerica's leverage ratio of 10.18% at December 31, 2016 reflects the nature of Comerica's balance sheet and demonstrates a commitment to capital adequacy. At December 31, 2016 , Comerica Bank had CET1, Tier 1 and total capital equal to 10.51% ,

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10.51% and 12.40% of its total risk-weighted assets, respectively, a capital conservation buffer of 4.40% of its total risk-weighted assets, and a leverage ratio of 9.65% .
Additional information on the calculation of Comerica and its bank subsidiaries' CET1, Tier 1 capital, total capital and risk-weighted assets is set forth in Note  20 of the Notes to Consolidated Financial Statements located on pages F-99 through F-100 of the Financial Section of this report. Additional information on the timing and nature of the Basel III capital requirements is set forth below, under "Basel III: Regulatory Capital and Liquidity Regime."
FDIC Insurance Assessments
The FDIC Deposit Insurance Fund (“DIF”) provides insurance coverage for certain deposits. Comerica's subsidiary banks are subject to FDIC deposit insurance assessments to maintain the DIF. The FDIC imposes a risk-based deposit premium assessment system, which was amended pursuant to the Federal Deposit Insurance Reform Act of 2005 and further amended by the Dodd-Frank Act. The Dodd-Frank Act also increased the DIF's minimum reserve ratio and permanently increased general deposit insurance coverage from $100,000 to $250,000. Under the risk-based deposit premium assessment system, the assessment rates for an insured depository institution are determined by an assessment rate calculator, which is based on a number of elements to measure the risk each institution poses to the DIF. The assessment rate is applied to total average assets less tangible equity. Under the current system, premiums are assessed quarterly and could increase if, for example, criticized loans and/or other higher risk assets increase or balance sheet liquidity decreases. For 2016 , Comerica’s FDIC insurance expense totaled $54 million, including the surcharge described below.
Effective July 1, 2016, the FDIC issued a final rule in order to implement section 334 of the Dodd-Frank Act (§334), which requires the FDIC to (1) raise the minimum reserve ratio for the DIF to 1.35 percent, from 1.15 percent, (2) assess premiums on banks to reach the 1.35 percent goal by September 30, 2020, and (3) offset the effect of the increase in the minimum reserve ratio on insured depository institutions with assets of less than $10 billion. The final rule imposes a surcharge on large banks, to be assessed over a period of eight quarters, as a means to implement §334. Comerica is subject to the surcharge assessment. If this surcharge is insufficient to increase the reserve ratio to 1.35 percent by December 31, 2018, a one-time shortfall assessment will be imposed on institutions with total consolidated assets of $10 billion or more on March 31, 2019. Management currently estimates that, based on the final rule, FDIC expense will increase by a total of approximately $20 million over the eight-quarter period that began July 1, 2016.
Enforcement Powers of Federal and State Banking Agencies
The FRB and other federal and state banking agencies have broad enforcement powers, including, without limitation, and as prescribed to each agency by applicable law, the power to terminate deposit insurance, impose substantial fines and other civil penalties and appoint a conservator or receiver. Failure to comply with applicable laws or regulations could subject Comerica or its banking subsidiaries, as well as officers and directors of these organizations, to administrative sanctions and potentially substantial civil and criminal penalties.
The Dodd-Frank Wall Street Reform and Consumer Protection Act and Recent Legislative and Regulatory Developments
The financial crisis led to significant changes in the legislative and regulatory landscape of the financial services industry, including the overhaul of that landscape with the passage of the Dodd-Frank Act, which was signed into law on July 21, 2010. Provided below is an overview of key elements of the Dodd-Frank Act relevant to Comerica, as well as recent legislative and regulatory developments. The estimates of the impact on Comerica discussed below are based on information currently available and, if applicable, are subject to change until final rulemaking is complete.
Incentive-Based Compensation . In June 2010, the FRB, OCC and FDIC issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers senior executives as well as other employees who, either individually or as part of a group, have the ability to expose the banking organization to material amounts of risk, is based upon the key principles that a banking organization's incentive compensation arrangements (i) should provide employees incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk; (ii) should be compatible with effective controls and risk-management; and (iii) should be supported by strong corporate governance, including active and effective oversight by the organization's board of directors. Banking organizations are expected to review regularly their incentive compensation arrangements based on these three principles. Where there are deficiencies in the incentive compensation arrangements, they should be promptly addressed. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization's safety and soundness, particularly if the organization is not taking prompt and effective measures to correct the deficiencies. Comerica is subject to this final guidance and, similar to other large banking organizations, has been subject to a continuing review of incentive compensation policies and practices by representatives of the FRB, the Federal Reserve Bank of Dallas and the Texas Department of Banking since 2011. As part of that review, Comerica has undertaken a thorough analysis of all the incentive compensation programs throughout the organization, the

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individuals covered by each plan and the risks inherent in each plan’s design and implementation. Comerica has determined that risks arising from employee compensation plans are not reasonably likely to have a material adverse effect on Comerica. Further, it is the Company’s intent to continue to evolve our processes going forward by monitoring regulations and best practices for sound incentive compensation.
In 2016, the FRB, OCC and several other federal financial regulators revised and re-proposed rules to implement Section 956 of the Dodd-Frank Act. The rules were first proposed in 2011. Section 956 directed regulators to jointly prescribe regulations or guidelines prohibiting incentive-based payment arrangements, or any feature of any such arrangement, at covered financial institutions that encourage inappropriate risks by providing excessive compensation or that could lead to a material financial loss. This proposal supplements the final guidance issued by the banking agencies in June 2010. Consistent with the Dodd-Frank Act, the proposed rule would not apply to institutions with total consolidated assets of less than $1 billion, and would impose heightened standards for institutions with $50 billion or more in total consolidated assets, which includes Comerica. For these larger institutions, the proposed rule would require the deferral of at least 40 percent of incentive-based payments for designated executives and significant risk-takers who individually have the ability to expose the institution to possible losses that are substantial in relation to the institution's size, capital or overall risk tolerance. Moreover, incentive-based compensation of these individuals would be subject to potential clawback for seven years following vesting. Further, the rule imposes enhanced risk management controls and governance and internal policy and procedure requirements with respect to incentive compensation. Comerica is monitoring the development of this rule.
Basel III: Regulatory Capital and Liquidity Regime . In December 2010, the Basel Committee on Banking Supervision (the “Basel Committee”) issued a framework for strengthening international capital and liquidity regulation (“Basel III”). In July 2013, U.S. banking regulators issued a final rule for the U.S. adoption of the Basel III regulatory capital framework. Basel III includes a more stringent definition of capital and introduces a new common equity Tier 1 ("CET1") capital requirement; sets forth two comprehensive methodologies for calculating risk-weighted assets ("RWA"), a standardized approach and an advanced approach; introduces two new capital buffers, a conservation buffer and a countercyclical buffer (applicable to advanced approach entities); establishes a new supplemental leverage ratio (applicable to advanced approach entities); and sets out minimum capital ratios and overall capital adequacy standards. As a banking organization subject to the standardized approach, the rules were effective for Comerica on January 1, 2015. Certain deductions and adjustments to regulatory capital (primarily related to intangible assets and surplus Tier 2 capital minority interest) phase in and will be fully implemented on January 1, 2018. The capital conservation buffer phases in at 0.625 percent beginning on January 1, 2016 and ultimately increases to 2.5 percent on January 1, 2019. Comerica is not subject to the countercyclical buffer or the supplemental leverage ratio.
Comerica's December 31, 2016 CET1 and Tier 1 ratios were both 11.09 percent . Comerica's December 31, 2016 CET1 and Tier 1 capital ratios exceed the minimum required by the final rule (4.5 percent and 6 percent, respectively).
On September 3, 2014, U.S. banking regulators adopted the Liquidity Coverage Ratio ("LCR") rule, which set for U.S. banks the minimum liquidity measure established under the Basel III liquidity framework. Under the final rule, Comerica is subject to a modified LCR standard, which requires a financial institution to hold a minimum level of high-quality, liquid assets ("HQLA") to fully cover modified net cash outflows under a 30-day systematic liquidity stress scenario. The rule was effective for Comerica on January 1, 2016. During the transition year, 2016, Comerica was required to maintain a minimum LCR of 90 percent. Beginning January 1, 2017, and thereafter, the minimum required LCR will be 100 percent. At each quarter-end in 2016, Comerica was in compliance with the fully phased-in LCR requirement, plus a buffer.
In the second quarter 2016, U.S. banking regulators issued a notice of proposed rulemaking (the proposed rule) implementing a second quantitative liquidity requirement in the U.S. generally consistent with the Net Stable Funding Ratio (NSFR) minimum liquidity measure established under the Basel III liquidity framework. Under the proposed rule, Comerica will be subject to a modified NSFR standard effective January 1, 2018, which requires a financial institution to hold a minimum level of available longer-term, stable sources of funding to fully cover a modified amount of required longer-term stable funding, over a one-year period. Comerica does not currently expect the proposed rule to have a material impact on its liquidity needs.
Interchange Fees . On July 20, 2011, the FRB published final rules (Regulation II) pursuant to the Dodd-Frank Act establishing the maximum permissible interchange fee that an issuer may receive for an electronic debit transaction as the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction and prohibiting network exclusivity arrangements and routing restrictions. Comerica is subject to the final rules.
Supervision and Regulation Assessment . Section 318 of the Dodd-Frank Act authorizes the federal banking agencies to assess fees against bank holding companies with total consolidated assets in excess of $50 billion equal to the expenses necessary or appropriate in order to carry out their supervision and regulation of those companies. Comerica expensed $1.9 million for 2016, which will be assessed in the first quarter 2017.
The Volcker Rule . The federal banking agencies and the SEC published approved joint final regulations to implement the Volcker Rule on December 10, 2013. The Volcker Rule generally prohibits banking entities from engaging in proprietary trading and from owning and sponsoring "covered funds" (e.g. hedge funds and private equity funds). The final regulations adopt

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a multi-faceted approach to implementing the Volcker Rule prohibitions that relies on: (i) detailed descriptions of prohibited and permitted activities; (ii) detailed compliance requirements; and (iii) for banking entities with large volumes of trading activity, detailed quantitative analysis and reporting obligations. In addition to rules implementing the core prohibitions and exemptions (e.g. underwriting, market-making related activities, risk-mitigating hedging and trading in certain government obligations) of the Volcker Rule, the regulations also include two appendices devoted to record-keeping and reporting requirements, including numerous quantitative data reporting obligations for banking entities with significant trading activities (Appendix A) and enhanced compliance requirements for banking entities with significant trading or covered fund activities (Appendix B). The final rule was effective April 1, 2014. The Volcker Rule generally required full compliance with the new restrictions by July 21, 2015; however, the FRB has extended the conformance period to July 21, 2017 for covered funds that were in place prior to December 31, 2013. Comerica is currently in compliance with the effective aspect of the Volcker Rule and expects to meet the final requirements adopted by regulators within the applicable regulatory timelines. Additional information on Comerica's portfolio of indirect (through funds) private equity and venture capital investments is set forth in Note  1 of the Notes to Consolidated Financial Statements located on page F-52 of the Financial Section of this report.
Annual Capital Plans and Stress Tests . Comerica is subject to the FRB’s annual Comprehensive Capital Analysis and Review (CCAR) process, as well as the Dodd-Frank Act Stress Testing (DFAST) requirements. As part of the CCAR process, the FRB undertakes a supervisory assessment of the capital adequacy of bank holding companies (BHCs), including Comerica, that have $50 billion or more in total consolidated assets. This capital adequacy assessment is based on a review of a comprehensive capital plan submitted by each participating BHC to the FRB that describes the company’s planned capital actions during the nine quarter review period, as well as the results of stress tests conducted by both the company and the FRB under different hypothetical macro-economic scenarios, including a supervisory baseline and an adverse and a severely adverse scenario provided by the FRB. The FRB reviews both quantitative factors (such as projected capital ratios under a hypothetical stress scenario) and qualitative factors (such as the strength of the company's capital planning process). On January 30, 2017, the FRB issued a final rule stating that going forward, large and noncomplex firms, such as Comerica, would remain subject to a quantitative assessment in CCAR, but would no longer be subject to the qualitative assessment as part of CCAR; instead, the qualitative assessment would be conducted through the regular ongoing supervisory review process.
After completing its review, the FRB may object or not object to the company’s proposed capital actions, such as plans to pay or increase common stock dividends, reinstate or increase common equity repurchase programs, or issue or redeem preferred stock or other regulatory capital instruments. In connection with the 2016 CCAR, Comerica submitted its 2016 capital plan to the FRB on April 4, 2016; on June 23, 2016, Comerica and the FRB released the revenue, loss and capital results from the annual stress testing exercises and on June 29, 2016, Comerica announced that the FRB had completed its CCAR 2016 capital plan review and did not object to the capital plan or capital distributions contemplated in the plan for the four-quarter period commencing in the third quarter 2016 and ending in the second quarter 2017. Comerica plans to submit its CCAR 2017 capital plan to the FRB, consistent with supervisory guidance (SR 15-19), in April 2017 and expects to receive the results of the FRB's review of the plan in June 2017 and to release its company-run stress tests results in June or July 2017.
FRB regulations also required that Comerica and other large bank holding companies conduct a separate mid-year stress test using financial data as of June 30th and three company-derived macro-economic scenarios (base, adverse and severely adverse) and publish a summary of the results under the severely adverse scenario. On October 20, 2016, Comerica released the results of its company-run mid-year stress tests. Stress test results are available in the Investor Relations section of Comerica's website at investor.comerica.com, on the “Regulatory Disclosures” page under "Financial Reports."
Enhanced Prudential Requirements . The Dodd-Frank Act created the Financial Stability Oversight Council (“FSOC”) to coordinate efforts of the primary U.S. financial regulatory agencies in establishing regulations to address financial stability concerns and to make recommendations to the FRB as to enhanced prudential standards that must apply to large, interconnected bank holding companies and nonbank financial companies supervised by the FRB under the Dodd-Frank Act, including capital, leverage, liquidity and risk management requirements.
On February 18, 2014, the FRB issued its final regulations to implement the enhanced prudential and supervisory requirements mandated by the Dodd-Frank Act. The final regulations address enhanced risk-based capital and leverage requirements, enhanced liquidity requirements, enhanced risk management and risk committee requirements, single-counterparty credit limits, semiannual stress tests (as described above under "Annual Capital Plans and Stress Tests"), and a debt-to-equity limit for companies determined to pose a grave threat to financial stability. They are intended to allow regulators to more effectively supervise large bank holding companies and nonbank financial firms whose failure could impact the stability of the US financial system, and generally build on existing US and international regulatory guidance. The rule also takes a multi-stage or phased approach to many of the requirements (such as the capital and liquidity requirements). Most of these requirements apply to Comerica because it has consolidated assets of more than $50 billion. Comerica has or will implement all requirements of the new rules within regulatory timelines.
Resolution (Living Will) Plans . Section 165(d) of the Dodd-Frank Act requires bank holding companies with total consolidated assets of $50 billion or more (“covered companies”) to prepare and submit to the federal banking agencies (e.g., FRB

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and FDIC) a plan for their rapid and orderly resolution under the U.S. Bankruptcy Code. Covered companies, such as Comerica, with less than $100 billion in total nonbank assets were required to submit their initial plans by December 31, 2013. In addition, Section 165(d) requires FDIC-insured depository institutions (like Comerica Bank) with assets of $50 billion or more to develop, maintain, and periodically submit plans outlining how the FDIC would resolve it through the FDIC's resolution powers under the Federal Deposit Insurance Act. The federal banking agencies have issued rules to implement these requirements. In addition, those rules require the filing of annual updates to the plans. Both Comerica and Comerica Bank filed their respective initial and updated resolution plans by the required due dates, and will submit their 2017 resolution plans prior to December 31, 2017.
Section 611 and Title VII of the Dodd-Frank Act . Section 611 of the Dodd-Frank Act prohibits a state bank from engaging in derivative transactions unless the lending limit laws of the state in which the bank is chartered take into consideration exposure to derivatives. Section 611 does not provide how state lending limit laws must factor in derivatives. The Texas Finance Commission has adopted an administrative rule meeting the requirements of Section 611. Comerica Bank's policy is designed to comply with the Texas rule. Accordingly, Comerica Bank may engage in derivative transactions, as permitted by applicable law.
Title VII of the Dodd-Frank Act establishes a comprehensive framework for over-the-counter (“OTC”) derivatives transactions. The structure for derivatives set forth in the Dodd-Frank Act is intended to promote, among other things, exchange trading and centralized clearing of swaps and security-based swaps, as well as greater transparency in the derivatives markets and enhanced monitoring of the entities that use these markets. In this regard, the CFTC and SEC have issued several regulatory proposals, some of which are now effective or will become effective in 2017. Most of the requirements did not impact Comerica since the Bank does not meet the definition of swap dealer nor is it a “major swap participant.”
On October 13, 2016, the CFTC issued an Order setting the de minimis threshold at $8 billion through December 31, 2018 with respect to the de minimis exception to the swap dealer definition.  In taking this action, the de minimis threshold will not decrease to $3 billion on December 31, 2017, as initially proposed.  At this time, Comerica will continue to track its dealing activity.
The  variation margin requirements for non-centrally cleared swaps and security-based swaps are effective for Comerica on March 31, 2017.  The variation margin requirements were issued for the purpose of ensuring safety and soundness of swap trading in light of the risk to the financial system associated with non-cleared swaps activity.  Comerica is currently working toward meeting compliance with the variation margin requirements.
Consumer Finance Regulations . The Dodd-Frank Act made several changes to consumer finance laws and regulations. It contained provisions that have weakened the federal preemption rules applicable for national banks and give state attorneys general the ability to enforce federal consumer protection laws. Additionally, the Dodd-Frank Act created the Consumer Financial Protection Bureau (“CFPB“), which has a broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices, and possesses examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. In this regard, the CFPB has commenced issuing several new rules to implement various provisions of the Dodd-Frank Act that were specifically identified as being enforced by the CFPB, as well as those specified for supervisory and enforcement authority for very large depository institutions and non-depository (nonbank) entities. Comerica is subject to CFPB foreign remittance rules and home mortgage lending rules, in addition to certain other CFPB rules.
The foreign remittance rules fall under Section 1073 of the Dodd-Frank Act. The CFPB issued new regulations amending Regulation E, which implements the Electronic Fund Transfer Act, effective October 28, 2013. The regulations were designed to provide protections to consumers who transfer funds to recipients located in countries outside the United States (customer foreign remittance transfers). In general, the regulation requires remittance transfer providers, such as Comerica, to disclose to a consumer the exchange rate, fees, and amount to be received by the recipient when the consumer sends a remittance transfer. Although Comerica had implemented the model disclosures provided in Appendix A to the final rule, on September 18, 2014, the CFPB extended the compliance exception period for the rule's new disclosure requirements to July 21, 2020.
On October 5, 2016, effective October 1, 2017, the CFPB issued final regulations establishing new consumer protections and disclosure requirements on prepaid accounts. The final rule’s definition of prepaid accounts specifically includes payroll card accounts and government benefit accounts. It also includes cards that are not linked to a deposit account to conduct person-to- person (P2P) transfers.  The regulations include (i) the provision of either periodic statements or free online account information access; (ii) new account error and unauthorized transaction rights; (iii) new “Know Before You Choose” prepaid account disclosures; (iv) public disclosure of account agreements for prepaid accounts and (v) credit protection for linked credit accounts. Additionally, the final rule regulates overdraft credit features that may be offered in conjunction with prepaid accounts.
Comerica has positioned itself to be in compliance with the new requirements.
Truth in Lending Act (“TILA”) and Real Estate Settlement Procedures Act (“RESPA”) . In November 2013, the CFPB issued a rule implementing new TILA RESPA Integrated Disclosures (“TRID”) to replace the initial Truth-in-Lending disclosure and Good Faith Estimate for most closed-end consumer mortgage loans. The effective date was October 3, 2015. Significant

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changes in TRID include: (1) expansion of the scope of loans that require RESPA early disclosures, including bridge loans, vacant land loans, and construction loans; (2) changes and additions to “waiting period” requirements to close a loan; (3) reduced tolerances for estimated fees and (4) the lender, rather than the closing agent, is responsible for providing final disclosures. Although Comerica outsources most of its consumer mortgage loans, consumer construction financing has been suspended. This regulation has also resulted in a suspension of consumer bridge loan financing. Such financing has not been a significant business for Comerica.
Home Mortgage Disclosure Act (HMDA), Equal Credit Opportunity Act (ECOA) and Uniform Residential Loan Application (URLA) . A revised and redesigned URLA was approved by the CFPB on September 23, 2016. The official approval expands the Home Mortgage Disclosure Act information about Ethnicity and Race that can be collected from January 1, 2017 through December 31, 2017. Regulation C, as amended by the final rule published in the Federal Register at 80 FR 66127 on October 28, 2015 (2015 HMDA final rule), will require financial institutions to permit applicants to self-identify using disaggregated ethnic and racial categories beginning January 1, 2018 in conformance with the 2016 URLA. Most consumer-purpose transactions, including closed-end home-equity loans, home-equity lines of credit and reverse mortgages, are subject to the regulation. Most commercial-purpose transactions (i.e., loans or lines of credit not for personal, family, or household purposes) are subject to the regulation only if they are for the purpose of home purchase, home improvement, or refinancing. The final rule excludes from coverage home improvement loans that are not secured by a dwelling (i.e., home improvement loans that are unsecured or that are secured by some other type of collateral) and all agricultural-purpose loans and lines of credit. Comerica is monitoring and implementing changes as required.
FDIC Guidance on Brokered Deposits .  On January 5, 2015, the FDIC issued guidance in the form of “Frequently Asked Questions” to promote consistency by insured depository institutions in identifying, accepting, and reporting brokered deposits.  On November 13, 2015, the FDIC issued proposed updates to the FAQs.  All insured depository institutions (including those that are well capitalized) must report brokered deposits in their Consolidated Reports of Condition and Income (Call Reports).  Comerica has evaluated the impact of these FAQs, including the proposed updates, to various business units throughout the organization. The FAQs had only a nominal impact. 
Flood Insurance Reform. The Biggert-Waters Flood Insurance Reform Act of 2012 (“Biggert-Waters Act”), as amended by the Homeowner Flood Insurance Affordability Act of 2014, modified the National Flood Insurance Program by: (i) increasing the maximum civil penalty for Flood Disaster Protection Act violations to $2,000 and eliminating the annual penalty cap; (ii) requiring certain lenders (including Comerica) to escrow premiums and fees for flood insurance on residential improved real estate; (iii) directing lenders to accept private flood insurance and to notify borrowers of its availability; (iv) amending the force placement requirement provisions; and (v) permitting lenders to charge borrowers costs for lapses in or insufficient coverage. These requirements will impact Comerica loans and extensions of credit secured with residential improved real estate. The civil penalty and force placed insurance provisions were effective immediately.  The escrow provisions became effective on January 1, 2016.
On October 31, 2016, the federal agencies issued a Joint Notice of Proposed Rulemaking concerning the private flood insurance rules with request for additional public comments due on January 6, 2017. Comerica will continue to monitor the development and implementation of the private flood insurance rules.

Future Legislation and Regulatory Measures
The environment in which financial institutions have operated since the financial crisis, including legislative and regulatory changes affecting capital, liquidity, supervision, permissible activities, corporate governance and compensation, and changes in fiscal policy, may have long-term effects on the business model and profitability of financial institutions that cannot be foreseen. Further, it is too soon for Comerica to predict what legislative or regulatory changes may occur as a result of the recent change in the U.S. presidential administration, or, if changes occur, the ultimate effect they would have upon the financial condition or results of operations of Comerica.
UNDERWRITING APPROACH
The loan portfolio is a primary source of profitability and risk, so proper loan underwriting is critical to Comerica's long-term financial success. Comerica extends credit to businesses, individuals and public entities based on sound lending principles and consistent with prudent banking practice. During the loan underwriting process, a qualitative and quantitative analysis of potential credit facilities is performed, and the credit risks associated with each relationship are evaluated. Important factors considered as part of the underwriting process for new loans and loan renewals include:
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People: Including the competence, integrity and succession planning of customers.
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Purpose: The legal, logical and productive purposes of the credit facility.
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Payment: Including the source, timing and probability of payment.

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Protection: Including obtaining alternative sources of repayment, securing the loan, as appropriate, with collateral and/or third-party guarantees and ensuring appropriate legal documentation is obtained.
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Perspective: The risk/reward relationship and pricing elements (cost of funds; servicing costs; time value of money; credit risk).
Comerica prices credit facilities to reflect risk, the related costs and the expected return, while maintaining competitiveness with other financial institutions. Loans with variable and fixed rates are underwritten to achieve expected risk-adjusted returns on the credit facilities and for the full relationship including the borrower's ability to repay the principal and interest based on such rates.
Credit Administration     
Comerica maintains a Credit Administration Department (“Credit Administration”) which is responsible for the oversight and monitoring of our loan portfolio. Credit Administration assists with underwriting by providing objective financial analysis, including an assessment of the borrower's business model, balance sheet, cash flow and collateral. Each borrower relationship is assigned an internal risk rating by Credit Administration. Further, Credit Administration updates the assigned internal risk rating for every borrower relationship as new information becomes available, either as a result of periodic reviews of the credit quality or as a result of a change in borrower performance. The goal of the internal risk rating framework is to improve Comerica's risk management capability, including its ability to identify and manage changes in the credit risk profile of its portfolio, predict future losses and price the loans appropriately for risk.
Credit Policy
Comerica maintains a comprehensive set of credit policies. Comerica's credit policies provide individual relationship managers, as well as loan committees, approval authorities based on our internal risk rating system and establish maximum exposure limits based on risk ratings and Comerica's legal lending limit. Credit Administration, in conjunction with the businesses units, monitors compliance with the credit policies and modifies the existing policies as necessary. New or modified policies/guidelines require approval by the Strategic Credit Committee, chaired by Comerica's Chief Credit Officer and comprising senior credit, market and risk management executives.
Commercial Loan Portfolio
Commercial loans are underwritten using a comprehensive analysis of the borrower's operations. The underwriting process includes an analysis of some or all of the factors listed below:
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The borrower's business model.
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Periodic review of financial statements including financial statements audited by an independent certified public accountant when appropriate.
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The pro-forma financial condition including financial projections.
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The borrower's sources and uses of funds.
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The borrower's debt service capacity.
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The guarantor's financial strength.
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A comprehensive review of the quality and value of collateral, including independent third-party appraisals of machinery and equipment and commercial real estate, as appropriate, to determine the advance rates.
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Physical inspection of collateral and audits of receivables, as appropriate.
For additional information specific to our Energy loan portfolio, please see the caption, “Energy Lending” on pages F-30 through F-31 of the Financial Section of this report.
Commercial Real Estate (CRE) Loan Portfolio
Comerica's CRE loan portfolio consists of real estate construction and commercial mortgage loans and includes both loans to real estate developers and loans secured by owner-occupied real estate. Comerica's CRE loan underwriting policies are consistent with the approach described above and provide maximum loan-to-value ratios that limit the size of a loan to a maximum percentage of the value of the real estate collateral securing the loan. The loan-to-value percentage varies by the type of collateral and is limited by advance rates established by our regulators. Our loan-to-value limitations are, in certain cases, more restrictive than those required by regulators and are influenced by other risk factors such as the financial strength of the borrower or guarantor, the equity provided to the project and the viability of the project itself. CRE loans generally require cash equity. CRE loans are normally originated with full recourse or limited recourse to all principals and owners. There are limitations to the size of a single project loan and to the aggregate dollar exposure to a single guarantor.

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Consumer and Residential Mortgage Loan Portfolios
Comerica's consumer and residential mortgage loans are originated consistent with the underwriting approach described above, but also includes an assessment of each borrower's personal financial condition, including a review of credit reports and related FICO scores (a type of credit score used to assess an applicant's credit risk) and verification of income and assets. Comerica does not originate subprime loans. Although a standard industry definition for subprime loans (including subprime mortgage loans) does not exist, Comerica defines subprime loans as specific product offerings for higher risk borrowers, including individuals with one or a combination of high credit risk factors. These credit factors include low FICO scores, poor patterns of payment history, high debt-to-income ratios and elevated loan-to-value. We generally consider subprime FICO scores to be those below 620 on a secured basis (excluding loans with cash or near-cash collateral and adequate income to make payments) and below 660 for unsecured loans. Residential mortgage loans retained in the portfolio are largely relationship based. The remaining loans are typically eligible to be sold on the secondary market. Adjustable rate loans are limited to standard conventional loan programs.
EMPLOYEES
As of December 31, 2016 , Comerica and its subsidiaries had 7,659 full-time and 490 part-time employees.
AVAILABLE INFORMATION
Comerica maintains an Internet website at www.comerica.com where the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon as reasonably practicable after those reports are filed with or furnished to the SEC. The Code of Business Conduct and Ethics for Employees, the Code of Business Conduct and Ethics for Members of the Board of Directors and the Senior Financial Officer Code of Ethics adopted by Comerica are also available on the Internet website and are available in print to any shareholder who requests them. Such requests should be made in writing to the Corporate Secretary at Comerica Incorporated, Comerica Bank Tower, 1717 Main Street, MC 6404, Dallas, Texas 75201.
In addition, pursuant to regulations adopted by the FRB, Comerica makes additional regulatory capital-related disclosures. Under these regulations, Comerica satisfies a portion of these requirements through postings on its website, and Comerica has done so and expects to continue to do so without also providing disclosure of this information through filings with the SEC.
Where we have included web addresses in this report, such as our web address and the web address of the SEC, we have included those web addresses as inactive textual references only. Except as specifically incorporated by reference into this report, information on those websites is not part hereof.
Item 1A.  Risk Factors.
This report includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. In addition, Comerica may make other written and oral communications from time to time that contain such statements. All statements regarding Comerica's expected financial position, strategies and growth prospects and general economic conditions Comerica expects to exist in the future are forward-looking statements. The words, “anticipates,” “believes,” “contemplates,” “feels,” “expects,” “estimates,” “seeks,” “strives,” “plans,” “intends,” “outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” "opportunity," "initiative," “outcome,” “continue,” “remain,” “maintain,” "on course," “trend,” “objective,” "looks forward," "projects," "models" and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Comerica or its management, are intended to identify forward-looking statements.
Comerica cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date the statement is made, and Comerica does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
In addition to factors mentioned elsewhere in this report or previously disclosed in Comerica's SEC reports (accessible on the SEC's website at www.sec.gov or on Comerica's website at www.comerica.com ), the factors contained below, among others, could cause actual results to differ materially from forward-looking statements, and future results could differ materially from historical performance.
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General political, economic or industry conditions, either domestically or internationally, may be less favorable than expected.
Local, domestic, and international events including economic, financial market, political and industry specific conditions affect the financial services industry, directly and indirectly. Conditions such as or related to inflation, recession, unemployment, volatile interest rates, international conflicts and other factors, such as real estate values, energy prices,

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state and local municipal budget deficits, government spending and the U.S. national debt, outside of our control may, directly and indirectly, adversely affect Comerica.
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Governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact Comerica's financial condition and results of operations.
Monetary and fiscal policies of various governmental and regulatory agencies, in particular the FRB, affect the financial services industry, directly and indirectly. The FRB regulates the supply of money and credit in the U.S. and its monetary and fiscal policies determine in a large part Comerica's cost of funds for lending and investing and the return that can be earned on such loans and investments. Changes in such policies, including changes in interest rates, will influence the origination of loans, the value of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits. Changes in monetary and fiscal policies are beyond Comerica's control and difficult to predict. Comerica's financial condition and results of operations could be materially adversely impacted by changes in governmental monetary and fiscal policies.
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Proposed revenue enhancements and efficiency improvements may not be achieved.
In July 2016 Comerica announced the implementation of its efficiency and revenue initiative, GEAR Up (the "initiative") and related financial targets. There may be changes in the scope or assumptions underlying the initiative, delays in the anticipated timing of activities related to the initiative and higher than expected or unanticipated costs to implement them, and some benefits may not be fully achieved. As well, even if the initiative is successful, many factors can influence the amount of core noninterest expenses, some of which are not wholly in our control, including changing regulations, benefits and health care costs, technology and cybersecurity investments, outside processing expenses and litigation.
Furthermore, the implementation of the initiative may have unintended impacts on Comerica's ability to attract and retain business, customers and employees, and could result in disruptions to systems, processes, controls and procedures. Any revenue enhancement ideas may not be successful in the marketplace. Accordingly, Comerica's results of operations and profitability may be negatively impacted, making it less competitive and potentially causing a loss of market share. Additionally, Comerica's future performance is subject to the various risks inherent to its business and operations.
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Comerica must maintain adequate sources of funding and liquidity to meet regulatory expectations, support its operations and fund outstanding liabilities.
Comerica’s liquidity and ability to fund and run its business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market or customer confidence in financial markets in general, which may result in a loss of customer deposits or outflows of cash or collateral and/or ability to access capital markets on favorable terms.
Other conditions and factors that could materially adversely affect Comerica’s liquidity and funding include a lack of market or customer confidence in, or negative news about, Comerica or the financial services industry generally which also may result in a loss of deposits and/or negatively affect the ability to access the capital markets; the loss of customer deposits to alternative investments; counterparty availability; interest rate fluctuations; general economic conditions; and the legal, regulatory, accounting and tax environments governing our funding transactions. Many of the above conditions and factors may be caused by events over which Comerica has little or no control. There can be no assurance that significant disruption and volatility in the financial markets will not occur in the future. Further, Comerica's customers may be adversely impacted by such conditions, which could have a negative impact on Comerica's business, financial condition and results of operations.
In September 2014, U.S. banking regulators issued a final rule implementing a quantitative liquidity requirement in the U.S. generally consistent with the Liquidity Coverage Ratio ("LCR") minimum liquidity measure established under the Basel III liquidity framework. Under the final rule, Comerica is subject to a modified LCR standard, which requires a financial institution to hold a minimum level of high-quality, liquid assets to fully cover modified net cash outflows under a 30-day systematic liquidity stress scenario. The rule was effective for Comerica on January 1, 2016. During the transition year, 2016, Comerica was required to maintain a minimum LCR of 90 percent. Beginning January 1, 2017, and thereafter, the minimum required LCR will be 100 percent. For more information regarding the LCR, please see the “Supervision and Regulation” section of this report. The inability to access capital markets funding sources as needed could adversely impact our level of regulatory-qualifying capital and ability to continue to comply with the LCR framework.
Further, if Comerica is unable to continue to fund assets through customer bank deposits or access funding sources on favorable terms, or if Comerica suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, Comerica’s liquidity, operating margins, financial condition and results of operations may be materially adversely affected.

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•
Compliance with more stringent capital and liquidity requirements may adversely affect Comerica.
Comerica is required to satisfy stringent capital and liquidity standards, including annual and mid-year stress testing and quantitative standards for liquidity management, as a result of capital and liquidity requirements in connection with Basel III and the Dodd-Frank Act. Additional information on the regulatory capital and liquidity requirements currently applicable to Comerica is set forth in the “Supervision and Regulation” section of this report. These requirements, and any other new laws or regulations related to capital and liquidity, could adversely affect Comerica's ability to pay dividends or make equity repurchases, or could require Comerica to reduce business levels or to raise capital, including in ways that may adversely affect its results of operations or financial condition and/or existing shareholders.
Further, our regulators may also require us to satisfy additional, more stringent capital adequacy and liquidity standards than those specified as part of the Dodd-Frank Act and the FRB's rules implementing Basel III.
Maintaining higher levels of capital and liquidity may reduce Comerica's profitability and otherwise adversely affect its business, financial condition, or results of operations.
•
Declines in the businesses or industries of Comerica's customers - in particular, the energy industry - could cause increased credit losses or decreased loan balances, which could adversely affect Comerica.
Comerica's business customer base consists, in part, of customers in volatile businesses and industries such as the energy industry, the automotive production industry and the real estate business. These industries are sensitive to global economic conditions, supply chain factors and/or commodities prices. Any decline in one of those customers' businesses or industries could cause increased credit losses, which in turn could adversely affect Comerica. Further, any decline in these businesses or industries could cause decreased borrowings, either due to reduced demand or reductions in the borrowing base available for each customer loan.
In particular, oil and gas prices have remained at lower levels since mid-2014. Loans in the Energy business line were $2.3 billion , or less than 5 percent of total loans, at December 31, 2016 . If oil and gas prices become further depressed and remain depressed for an extended period of time, Comerica's energy portfolio could experience increased credit losses, which could adversely affect Comerica's financial results. Additionally, a prolonged period of further decreased oil prices could also have a negative impact on the Texas economy, which could have a material adverse effect on Comerica’s business, financial condition and results of operations. For more information regarding Comerica's energy portfolio, please see “Energy Lending” beginning on page F-30 of the Financial Section of this report.
•
Unfavorable developments concerning credit quality could adversely affect Comerica's financial results.
Although Comerica regularly reviews credit exposure related to its customers and various industry sectors in which it has business relationships, default risk may arise from events or circumstances that are difficult to detect or foresee. Under such circumstances, Comerica could experience an increase in the level of provision for credit losses, nonperforming assets, net charge-offs and reserve for credit losses, which could adversely affect Comerica's financial results.
•
Operational difficulties, failure of technology infrastructure or information security incidents could adversely affect Comerica's business and operations.
Comerica is exposed to many types of operational risk, including legal risk, the risk of fraud or theft by employees or outsiders, failure of Comerica's controls and procedures and unauthorized transactions by employees or operational errors, including clerical or recordkeeping errors or those resulting from computer or telecommunications systems malfunctions. Given the high volume of transactions at Comerica, certain errors may be repeated or compounded before they are identified and resolved. The occurrence of such operational risks can lead to other types of risks including reputational and compliance risks that may amplify the adverse impact to Comerica.
In particular, Comerica's operations rely on the secure processing, storage and transmission of confidential and other information on its technology systems and networks. Any failure, interruption or breach in security of these systems could result in failures or disruptions in Comerica's customer relationship management, general ledger, deposit, loan and other systems.
Comerica may also be subject to disruptions of its operating systems arising from events that are wholly or partially beyond its control, which may include, for example, computer viruses, cyber attacks (including cyber attacks resulting in the destruction or exfiltration of data and systems), spikes in transaction volume and/or customer activity, electrical or telecommunications outages, or natural disasters. Although Comerica has programs in place related to business continuity, disaster recovery and information security to maintain the confidentiality, integrity, and availability of its systems, business applications and customer information, such disruptions may give rise to interruptions in service to customers and loss or liability to Comerica, including loss of customer data. Comerica has not experienced a cyber attack which resulted in a loss of client data. However, future cyber attacks could be more disruptive and damaging, and Comerica may not be able to anticipate or prevent all such attacks.

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The occurrence of any failure or interruption in Comerica's operations or information systems, or any security breach, could cause reputational damage, jeopardize the confidentiality of customer information, result in a loss of customer business, subject Comerica to regulatory intervention or expose it to civil litigation and financial loss or liability, any of which could have a material adverse effect on Comerica.
• Changes in regulation or oversight may have a material adverse impact on Comerica's operations.
Comerica is subject to extensive regulation, supervision and examination by the U.S. Treasury, the Texas Department of Banking, the FDIC, the FRB, the SEC, FINRA and other regulatory bodies. Such regulation and supervision governs the activities in which Comerica may engage. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on Comerica's operations, investigations and limitations related to Comerica's securities, the classification of Comerica's assets and determination of the level of Comerica's allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material adverse impact on Comerica's business, financial condition or results of operations. It is too soon for Comerica to predict what legislative or regulatory changes may occur as a result of the recent change in the U.S. presidential administration, or, if changes occur, the ultimate effect they would have upon the financial condition or results of operations of Comerica. The impact of any future legislation or regulatory actions may adversely affect Comerica's businesses or operations.
•
Comerica relies on other companies to provide certain key components of its business infrastructure, and certain failures could materially adversely affect operations.
Comerica faces the risk of operational disruption, failure or capacity constraints due to its dependency on third party vendors for components of its business infrastructure. Third party vendors provide certain key components of Comerica's business infrastructure, such as data processing and storage, payment processing services, recording and monitoring transactions, internet connections and network access, clearing agency and card processing services. While Comerica conducts due diligence prior to engaging with third party vendors, it does not control their operations. Further, while Comerica's vendor management policies and practices are designed to comply with current vendor regulations, these policies and practices cannot eliminate this risk. In this context, any vendor failure to properly deliver these services could adversely affect Comerica’s business operations, and result in financial loss, reputational harm, and/or regulatory action.
•
Changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing, could adversely affect Comerica's net interest income and balance sheet.
The operations of financial institutions such as Comerica are dependent to a large degree on net interest income, which is the difference between interest income from loans and investments and interest expense on deposits and borrowings. Prevailing economic conditions, the trade, fiscal and monetary policies of the federal government and the policies of various regulatory agencies all affect market rates of interest and the availability and cost of credit, which in turn significantly affect financial institutions' net interest income and the market value of its investment securities. Interest rates over the past several years have remained at low levels, even following the Federal Open Market Committee's 25 basis point rate rises in December 2015 and 2016. A continued low interest rate environment may continue to adversely affect the interest income Comerica earns on loans and investments. For a discussion of Comerica's interest rate sensitivity, please see, “Market and Liquidity Risk” beginning on page F-32 of the Financial Section of this report.
Volatility in interest rates can also result in disintermediation, which is the flow of funds away from financial institutions into direct investments, such as federal government and corporate securities and other investment vehicles, which, because of the absence of federal insurance premiums and reserve requirements, generally pay higher rates of return than financial institutions. Comerica's financial results could be materially adversely impacted by changes in financial market conditions.
•
Reduction in our credit ratings could adversely affect Comerica and/or the holders of its securities.
Rating agencies regularly evaluate Comerica, and their ratings are based on a number of factors, including Comerica's financial strength as well as factors not entirely within its control, including conditions affecting the financial services industry generally. There can be no assurance that Comerica will maintain its current ratings. In February 2016, Standard & Poor's downgraded Comerica's long-term senior credit ratings one notch to BBB+ and Comerica Bank's long and short-term credit ratings one notch to A- and A-2, respectively. In March 2015, Moody's Investors Service put global bank ratings on review following the publication of revised bank rating methodology and in May 2015, it downgraded Comerica Bank's long-term senior credit ratings one notch to A3. In February 2016, Moody's revised its outlook to "Negative." While recent credit rating actions have had little to no detrimental impact on Comerica's profitability, borrowing costs, or ability to access the capital markets, future downgrades to Comerica's or its subsidiaries' credit ratings could adversely affect Comerica's profitability, borrowing costs, or ability to access the capital markets or otherwise have a negative effect on Comerica's results of operations or financial condition. If such a reduction placed Comerica's or its subsidiaries' credit

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ratings below investment grade, it could also create obligations or liabilities under the terms of existing arrangements that could increase Comerica's costs under such arrangements. Additionally, a downgrade of the credit rating of any particular security issued by Comerica or its subsidiaries could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold.
•
The soundness of other financial institutions could adversely affect Comerica.
Comerica's ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. Comerica has exposure to many different industries and counterparties, and it routinely executes transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led, and may further lead, to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions could expose Comerica to credit risk in the event of default of its counterparty or client. In addition, Comerica's credit risk may be impacted when the collateral held by it cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to Comerica. There is no assurance that any such losses would not adversely affect, possible materially in nature, Comerica.
•
The introduction, implementation, withdrawal, success and timing of business initiatives and strategies may be less successful or may be different than anticipated, which could adversely affect Comerica's business.
Comerica makes certain projections and develops plans and strategies for its banking and financial products. If Comerica does not accurately determine demand for its banking and financial product needs, it could result in Comerica incurring significant expenses without the anticipated increases in revenue, which could result in a material adverse effect on its business.
•
Damage to Comerica’s reputation could damage its businesses.
With consumers increasingly interested in doing business with companies they admire and trust, reputational risk is an increasing concern for business. Such risks include compliance issues, operational challenges, or a strategic, high profile event. Comerica's business is based on the trust of its customers, communities, and entire value chain, which makes managing reputational risk extremely important.  News or other publicity that impairs Comerica's reputation, or the reputation of the financial services industry generally, can therefore cause significant harm to Comerica’s business and prospects. Further, adverse publicity or negative information posted on social media websites regarding Comerica, whether or not true, may result in harm to Comerica’s prospects.
•
Comerica may not be able to utilize technology to efficiently and effectively develop, market, and deliver new products and services to its customers.
The financial services industry experiences rapid technological change with regular introductions of new technology-driven products and services. The efficient and effective utilization of technology enables financial institutions to better serve customers and to reduce costs. Comerica's future success depends, in part, upon its ability to address the needs of its customers by using technology to market and deliver products and services that will satisfy customer demands, meet regulatory requirements, and create additional efficiencies in Comerica's operations. Comerica may not be able to effectively develop new technology-driven products and services or be successful in marketing or supporting these products and services to its customers, which could have a material adverse impact on Comerica's financial condition and results of operations.
•
Competitive product and pricing pressures among financial institutions within Comerica's markets may change.
Comerica operates in a very competitive environment, which is characterized by competition from a number of other financial institutions in each market in which it operates. Comerica competes in terms of products and pricing with large national and regional financial institutions and with smaller financial institutions. Some of Comerica's larger competitors, including certain nationwide banks that have a significant presence in Comerica's market area, may make available to their customers a broader array of product, pricing and structure alternatives and, due to their asset size, may more easily absorb credit losses in a larger overall portfolio. Some of Comerica's competitors (larger or smaller) may have more liberal lending policies and processes.
Additionally, the financial services industry is subject to extensive regulation. For more information, see the “Supervision and Regulation” section of this report. Such regulations may require significant additional investments in technology, personnel or other resources or place limitations on the ability of financial institutions, including Comerica, to engage in certain activities. Comerica's competitors may be subject to a significantly different or reduced degree of regulation due

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to their asset size or types of products offered. They may also have the ability to more efficiently utilize resources to comply with regulations or may be able to more effectively absorb the costs of regulations into their existing cost structure.
If Comerica is unable to compete effectively in products and pricing in its markets, business could decline, which could have a material adverse effect on Comerica's business, financial condition or results of operations.
•
Changes in customer behavior may adversely impact Comerica's business, financial condition and results of operations.
Comerica uses a variety of financial tools, models and other methods to anticipate customer behavior as a part of its strategic planning and to meet certain regulatory requirements. Individual, economic, political, industry-specific conditions and other factors outside of Comerica's control, such as fuel prices, energy costs, real estate values or other factors that affect customer income levels, could alter predicted customer borrowing, repayment, investment and deposit practices. Such a change in these practices could materially adversely affect Comerica's ability to anticipate business needs and meet regulatory requirements.
Further, difficult economic conditions may negatively affect consumer confidence levels. A decrease in consumer confidence levels would likely aggravate the adverse effects of these difficult market conditions on Comerica, Comerica's customers and others in the financial institutions industry.
•
Any future strategic acquisitions or divestitures may present certain risks to Comerica's business and operations.
Difficulties in capitalizing on the opportunities presented by a future acquisition may prevent Comerica from fully achieving the expected benefits from the acquisition, or may cause the achievement of such expectations to take longer to realize than expected.
Further, the assimilation of the acquired entity's customers and markets could result in higher than expected deposit attrition, loss of key employees, disruption of Comerica's businesses or the businesses of the acquired entity or otherwise adversely affect Comerica's ability to maintain relationships with customers and employees or achieve the anticipated benefits of the acquisition. These matters could have an adverse effect on Comerica for an undetermined period. Comerica will be subject to similar risks and difficulties in connection with any future decisions to downsize, sell or close units or otherwise change the business mix of Comerica.
•
Management's ability to maintain and expand customer relationships may differ from expectations.
The financial services industry is very competitive. Comerica not only vies for business opportunities with new customers, but also competes to maintain and expand the relationships it has with its existing customers. While management believes that it can continue to grow many of these relationships, Comerica will continue to experience pressures to maintain these relationships as its competitors attempt to capture its customers. Failure to create new customer relationships and to maintain and expand existing customer relationships to the extent anticipated may adversely impact Comerica's earnings.
•
Management's ability to retain key officers and employees may change.
Comerica's future operating results depend substantially upon the continued service of its executive officers and key personnel. Comerica's future operating results also depend in significant part upon its ability to attract and retain qualified management, financial, technical, marketing, sales and support personnel. Competition for qualified personnel is intense, and Comerica cannot ensure success in attracting or retaining qualified personnel. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for Comerica to hire personnel over time.
Further, Comerica's ability to retain key officers and employees may be impacted by legislation and regulation affecting the financial services industry. In 2016, the FRB, OCC and several other federal financial regulators revised and re-proposed rules to implement Section 956 of the Dodd-Frank Act. Section 956 directed regulators to jointly prescribe regulations or guidelines prohibiting incentive-based payment arrangements, or any feature of any such arrangement, at covered financial institutions that encourage inappropriate risks by providing excessive compensation or that could lead to a material financial loss. Consistent with the Dodd-Frank Act, the proposed rule would not apply to institutions with total consolidated assets of less than $1 billion, and would impose heightened standards for institutions with $50 billion or more in total consolidated assets, which includes Comerica. For these larger institutions, the proposed rule would require the deferral of at least 40 percent of incentive-based payments for designated executives and significant risk-takers who individually have the ability to expose the institution to possible losses that are substantial in relation to the institution's size, capital or overall risk tolerance. Moreover, incentive-based compensation of these individuals would be subject to potential clawback for seven years following vesting. Further, the rule imposes enhanced risk management controls and governance and internal policy and procedure requirements with respect to incentive compensation. Accordingly, Comerica may be at a disadvantage to offer competitive compensation compared to other financial institutions (as referenced above) or companies in other industries, which may not be subject to the same requirements.

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Comerica's business, financial condition or results of operations could be materially adversely affected by the loss of any of its key employees, or Comerica's inability to attract and retain skilled employees.
•
Legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving Comerica and its subsidiaries, could adversely affect Comerica or the financial services industry in general.
Comerica has been, and may in the future be, subject to various legal and regulatory proceedings. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that Comerica will prevail in any proceeding or litigation. Any such matter could result in substantial cost and diversion of Comerica's efforts, which by itself could have a material adverse effect on Comerica's financial condition and operating results. Further, adverse determinations in such matters could result in actions by Comerica's regulators that could materially adversely affect Comerica's business, financial condition or results of operations.
Comerica establishes reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. Comerica may still incur legal costs for a matter even if it has not established a reserve. In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, the actual cost of resolving a legal claim may be substantially higher than any amounts reserved for that matter. The ultimate resolution of a pending legal proceeding, depending on the remedy sought and granted, could adversely affect Comerica's results of operations and financial condition.
•
Methods of reducing risk exposures might not be effective.
Instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, market, liquidity, operational, compliance, financial reporting and strategic risks could be less effective than anticipated. As a result, Comerica may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk, which could have a material adverse impact on Comerica's business, financial condition or results of operations.
•
Terrorist activities or other hostilities may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.
Terrorist attacks or other hostilities may disrupt Comerica's operations or those of its customers. In addition, these events have had and may continue to have an adverse impact on the U.S. and world economy in general and consumer confidence and spending in particular, which could harm Comerica's operations. Any of these events could increase volatility in the U.S. and world financial markets, which could harm Comerica's stock price and may limit the capital resources available to Comerica and its customers. This could have a material adverse impact on Comerica's operating results, revenues and costs and may result in increased volatility in the market price of Comerica's common stock.
•
Catastrophic events, including, but not limited to, hurricanes, tornadoes, earthquakes, fires, droughts and floods, may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.
Comerica has significant operations and a significant customer base in California, Texas, Florida and other regions where natural and other disasters may occur. These regions are known for being vulnerable to natural disasters and other risks, such as tornadoes, hurricanes, earthquakes, fires, droughts and floods, the nature and severity of which may be impacted by climate change. These types of natural catastrophic events at times have disrupted the local economy, Comerica's business and customers and have posed physical risks to Comerica's property. In addition, catastrophic events occurring in other regions of the world may have an impact on Comerica's customers and in turn, on Comerica. A significant catastrophic event could materially adversely affect Comerica's operating results.
•
The tax treatment of corporations could be subject to potential legislative, administrative or judicial changes or interpretations.
The present federal income tax treatment of corporations may be modified by legislative, administrative or judicial changes or interpretations at any time. For example, the current administration has indicated it will propose reductions to the corporate statutory tax rate.  A decline in the federal corporate tax rate may lower Comerica’s tax provision expense.  However, it may also significantly decrease the value of Comerica’s deferred tax assets (“DTAs”), which would result in a reduction of net income in the period in which the tax change is enacted.  At December 31, 2016, Comerica’s net DTAs were approximately $217 million. 
As well, if the President and Congress approve comprehensive tax reform, low-income housing tax credits (LIHTCs), New Markets Tax Credits (NMTCs), the beneficial tax treatment of bank-owned life insurance or other current tax positions taken by Comerica could be at risk. We are unable to predict whether any of these changes, or other proposals, will ultimately be enacted. Any such changes could adversely affect Comerica.

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•
Changes in accounting standards could materially impact Comerica's financial statements.
From time to time accounting standards setters change the financial accounting and reporting standards that govern the preparation of Comerica's financial statements. These changes can be difficult to predict and can materially impact how Comerica records and reports its financial condition and results of operations. In some cases, Comerica could be required to apply a new or revised standard retroactively, resulting in changes to previously reported financial results, or a cumulative charge to retained earnings.
•
Comerica's accounting policies and processes are critical to the reporting of financial condition and results of operations. They require management to make estimates about matters that are uncertain.
Accounting policies and processes are fundamental to how Comerica records and reports the financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and processes so they comply with U.S. GAAP. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which may be reasonable under the circumstances, yet may result in the Company reporting materially different results than would have been reported under a different alternative.
Management has identified certain accounting policies as being critical because they require management's judgment to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. Comerica has established detailed policies and control procedures that are intended to ensure these critical accounting estimates and judgments are well controlled and applied consistently. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. Because of the uncertainty surrounding management's judgments and the estimates pertaining to these matters, Comerica cannot guarantee that it will not be required to adjust accounting policies or restate prior period financial statements. See “Critical Accounting Policies” on pages F-38 through F-41 of the Financial Section of this report and Note 1 of the Notes to Consolidated Financial Statements located on pages F-49 through F-61 of the Financial Section of this report.
Item 1B.  Unresolved Staff Comments.
None.
Item 2.  Properties.
The executive offices of Comerica are located in the Comerica Bank Tower, 1717 Main Street, Dallas, Texas 75201. Comerica Bank occupies six floors of the building, plus additional space on the building's lower level. Comerica does not own the Comerica Bank Tower space, but has naming rights to the building and leases the space from an unaffiliated third party. The lease for such space used by Comerica and its subsidiaries extends through September 2023. Comerica's Michigan headquarters are located in a 10-story building in the central business district of Detroit, Michigan at 411 W. Lafayette, Detroit, Michigan 48226. Such building is owned by Comerica Bank. As of December 31, 2016 , Comerica, through its banking affiliates, operated at a total of 591 locations. This includes banking centers, trust services locations, and/or loan production or other financial services offices, primarily in the States of Texas, Michigan, California, Florida and Arizona. Of the 591 locations, 236 were owned and 355 were leased. As of December 31, 2016 , affiliates also operated from leased spaces in Denver, Colorado; Wilmington, Delaware; Oakbrook Terrace, Illinois; Boston, Massachusetts; Minneapolis, Minnesota; Morristown, New Jersey; New York, New York; Rocky Mount, North Carolina; Memphis, Tennessee; McLean, Virginia; Bellevue and Seattle, Washington; Monterrey, Mexico; Toronto, Ontario, Canada and Windsor, Ontario, Canada. Comerica and its subsidiaries own, among other properties, a check processing center in Livonia, Michigan, and three buildings in Auburn Hills, Michigan, used mainly for lending functions and operations.
Item 3.  Legal Proceedings.
Please see Note  21 of the Notes to Consolidated Financial Statements located on pages F-100 through F-101 of the Financial Section of this report.

Item 4.   Mine Safety Disclosures.
Not applicable.

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information and Holders of Common Stock
The common stock of Comerica Incorporated is traded on the New York Stock Exchange (NYSE Trading Symbol: CMA). At February 7, 2017, there were approximately 9,581 record holders of Comerica's common stock.
Sales Prices and Dividends
Quarterly cash dividends were declared during 2016 and 2015 totaling $0.89 and $0.83 per common share per year, respectively. The following table sets forth, for the periods indicated, the high and low sale prices per share of Comerica's common stock as reported on the NYSE Composite Transactions Tape for all quarters of 2016 and 2015 , as well as dividend information.
Quarter    
 
High
 
Low
 
Dividends Per Share
 
Dividend Yield*    
2016
 
 
 
 
 
 
 
 
Fourth
 
$
70.44

 
$
46.75

 
$
0.23

 
1.6
%
Third
 
47.81

 
38.39

 
0.23

 
2.1

Second
 
47.55

 
36.27

 
0.22

 
2.1

First
 
41.74

 
30.48

 
0.21

 
2.3

2015
 
 
 
 
 
 
 
 
Fourth
 
$
47.44

 
$
39.52

 
$
0.21

 
1.9
%
Third
 
52.93

 
40.01

 
0.21

 
1.8

Second
 
53.45

 
44.38

 
0.21

 
1.7

First
 
47.94

 
40.09

 
0.20

 
1.8

* Dividend yield is calculated by annualizing the quarterly dividend per share and dividing by an average of the high and low price in the quarter.
A discussion of dividend restrictions is set forth in Note  20 of the Notes to Consolidated Financial Statements located on pages F-99 through F-100 of the Financial Section of this report, in the "Capital" section on pages F-19 through F-22 of the Financial Section of this report and in the “Supervision and Regulation” section of this report.
Performance Graph
Our performance graph is available under the caption "Performance Graph" on page F-2 of the Financial Section of this report.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On July 26, 2016, the Board of Directors of Comerica authorized the repurchase of up to an additional 10.0 million shares of Comerica Incorporated outstanding common stock, in addition to the 5.7 million shares remaining at June 30, 2016 under the Board's prior authorizations for the equity repurchase program initially approved in November 2010. Including the July 2016 authorization, a total of 50.3 million shares and 14.1 million warrants (12.1 million share-equivalents) have been authorized for repurchase under the equity repurchase program since its inception in 2010. There is no expiration date for Comerica's equity repurchase program.
The following table summarizes Comerica's equity repurchase activity for the year ended December 31, 2016 .

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(shares in thousands)
Total Number of Shares 
and Warrants Purchased 
as Part of Publicly
Announced Repurchase
Plans or Programs (a)
 
Remaining
Repurchase
Authorization 
(b)
 
Total Number
of Shares
Purchased (c)
 
Average 
Price
Paid Per 
Share
Total first quarter 2016
1,183

 
15,721

 
1,393

 
$
35.26

Total second quarter 2016
1,483

 
14,238

 
1,488

 
43.78

Total third quarter 2016
2,123

 
22,114

(d)
2,134

 
45.66

October 2016
839

 
19,575

 
842

 
49.88

November 2016
644

 
17,834

 
645

 
57.10

December 2016
302

 
15,694

 
307

 
67.27

Total fourth quarter 2016
1,785

 
15,694

 
1,794

 
55.45

Total 2016
6,574

 
15,694

 
6,809

 
$
45.70

(a)
Comerica made no repurchases of warrants under the repurchase program during the year ended December 31, 2016 . Upon exercise of a warrant, the number of shares with a value equal to the aggregate exercise price is withheld from an exercising warrant holder as payment (known as a "net exercise provision"). During the year ended December 31, 2016 , Comerica withheld the equivalent of approximately 2,319,000 shares to cover an aggregate of $68.2 million in exercise price and issued approximately 2,317,000 shares to the exercising warrant holders. Shares withheld in connection with the net exercise provision are not included in the total number of shares or warrants purchased in the above table.
(b)
Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs.
(c)
Includes approximately 235,000 shares (including 9,000 shares in the quarter ended December 31, 2016 ) 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 and 26 shares purchased by affiliated purchasers through employee benefits plan transactions during the year ended December 31, 2016 . These transactions are not considered part of Comerica's repurchase program.
(d)
Includes July 26, 2016 equity repurchase authorization for up to an additional 10.0 million shares.

Item 6.  Selected Financial Data.
Reference is made to the caption “Selected Financial Data” on page F-3 of the Financial Section of this report.
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Reference is made to the sections entitled “2016 Overview and 2017 Outlook,” “Results of Operations," "Strategic Lines of Business," "Balance Sheet and Capital Funds Analysis," "Risk Management," "Critical Accounting Policies," "Supplemental Financial Data" and "Forward-Looking Statements" on pages F-4 through F-43 of the Financial Section of this report.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
Reference is made to the subheadings entitled “Market and Liquidity Risk,” “Operational Risk,” “Compliance Risk” and “Strategic Risk” on pages F-32 through F-37 of the Financial Section of this report.
Item 8.  Financial Statements and Supplementary Data.
Reference is made to the sections entitled “Consolidated Balance Sheets,” “Consolidated Statements of Income,” “Consolidated Statements of Comprehensive Income,” “Consolidated Statements of Changes in Shareholders' Equity,” “Consolidated Statements of Cash Flows,” “Notes to Consolidated Financial Statements,” “Report of Management,” “Reports of Independent Registered Public Accounting Firm,” and “Historical Review” on pages F-44 through F-114 of the Financial Section of this report.
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.  Controls and Procedures.
Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of the end of the period covered by this Annual Report on Form 10-K, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Comerica's disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

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Internal Control over Financial Reporting
Management's annual report on internal control over financial reporting and the related attestation report of Comerica's registered public accounting firm are included on pages F-109 and F-110 in the Financial Section of this report.
As required by Rule 13a-15(d) of the Exchange Act, management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, Comerica's internal control over financial reporting. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that there has been no such change during the last quarter of the fiscal year covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, Comerica's internal control over financial reporting.
Item 9B.  Other Information.
None.
PART III
Item 10.  Directors, Executive Officers and Corporate Governance.
Comerica has a Senior Financial Officer Code of Ethics that applies to the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer and the Treasurer. The Senior Financial Officer Code of Ethics is available on Comerica's website at www.comerica.com. If any substantive amendments are made to the Senior Financial Officer Code of Ethics or if Comerica grants any waiver, including any implicit waiver, from a provision of the Senior Financial Officer Code of Ethics to the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer or the Treasurer, we will disclose the nature of such amendment or waiver on our website.
The remainder of the response to this item will be included under the sections captioned “Information About Nominees,” “Committees and Meetings of Directors,” “Committee Assignments,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 25, 2017, which sections are hereby incorporated by reference.
Item 11.  Executive Compensation.
The response to this item will be included under the sections captioned “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation of Directors,” “Governance, Compensation and Nominating Committee Report,” “2016 Summary Compensation Table,” “2016 Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End 2016,” “2016 Option Exercises and Stock Vested,” “Pension Benefits at Fiscal Year-End 2016,” “2016 Nonqualified Deferred Compensation,” and “Potential Payments upon Termination or Change of Control at Fiscal Year-End 2016” of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 25, 2017, which sections are hereby incorporated by reference.
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The response to this item will be included under the sections captioned “Security Ownership of Certain Beneficial Owners,” “Security Ownership of Management” and "Securities Authorized for Issuance Under Equity Compensation Plans" of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 25, 2017, which sections are hereby incorporated by reference.
Item 13.  Certain Relationships and Related Transactions, and Director Independence.
The response to this item will be included under the sections captioned “Director Independence and Transactions of Directors with Comerica,” “Transactions of Related Parties with Comerica,” and “Information about Nominees” of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 25, 2017, which sections are hereby incorporated by reference.
Item 14.  Principal Accountant Fees and Services.
The response to this item will be included under the section captioned “Independent Registered Public Accounting Firm” of Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 25, 2017, which section is hereby incorporated by reference.
PART IV

Item 15.  Exhibits and Financial Statement Schedules
The following documents are filed as a part of this report:

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1.
 
Financial Statements: The financial statements that are filed as part of this report are included in the Financial Section on pages F-44 through F-111.
 
 
 
2.
 
All of the schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instruction, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and therefore have been omitted.
 
 
 
3.
 
Exhibits: The exhibits listed on the Exhibit Index on pages E-1 through E-5 of this Form 10-K are filed with this report or are incorporated herein by reference.
Item 16.  Form 10-K Summary
Not applicable.

23
Table of Contents

FINANCIAL REVIEW AND REPORTS
Comerica Incorporated and Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


F-1
Table of Contents

PERFORMANCE GRAPH
The graph shown below compares the total returns (assuming reinvestment of dividends) of Comerica Incorporated common stock, the S&P 500 Index, and the KBW Bank Index. The graph assumes $100 invested in Comerica Incorporated common stock (returns based on stock prices per the NYSE) and each of the indices on December 31, 2011 and the reinvestment of all dividends during the periods presented.
YE20165YRCOMPARISON.JPG The performance shown on the graph is not necessarily indicative of future performance.


F-2
Table of Contents

SELECTED FINANCIAL DATA
(dollar amounts in millions, except per share data)
 
 
 
 
 
 
 
 
 
Years Ended December 31
2016
 
2015
2014
 
2013
 
2012
EARNINGS SUMMARY
 
 
 
 
 
 
 
 
 
Net interest income
$
1,797

 
$
1,689

 
$
1,655

 
$
1,672

 
$
1,728

Provision for credit losses
248

 
147

 
27

 
46

 
79

Noninterest income (a)
1,051

 
1,035

 
857

 
874

 
863

Noninterest expenses (a)
1,930

(b)
1,827

 
1,615

 
1,714

 
1,750

Provision for income taxes
193

 
229

 
277

 
245

 
241

Net income
477

 
521

 
593

 
541

 
521

Net income attributable to common shares
473

 
515

 
586

 
533

 
515

PER SHARE OF COMMON STOCK
 
 
 
 
 
 
 
 
 
Diluted earnings per common share
$
2.68

 
$
2.84

 
$
3.16

 
$
2.85

 
$
2.67

Cash dividends declared
0.89

 
0.83

 
0.79

 
0.68

 
0.55

Common shareholders’ equity
44.47

 
43.03

 
41.35

 
39.22

 
36.86

Tangible common equity (c)
40.79

 
39.33

 
37.72

 
35.64

 
33.36

Market value
68.11

 
41.83

 
46.84

 
47.54

 
30.34

Average diluted shares (in millions)
177

 
181

 
185

 
187

 
192

YEAR-END BALANCES
 
 
 
 
 
 
 
 
 
Total assets
$
72,978

 
$
71,877

 
$
69,186

 
$
65,224

 
$
65,066

Total earning assets
67,518

 
66,687

 
63,788

 
60,200

 
59,618

Total loans
49,088

 
49,084

 
48,593

 
45,470

 
46,057

Total deposits
58,985

 
59,853

 
57,486

 
53,292

 
52,191

Total medium- and long-term debt
5,160

 
3,058

 
2,675

 
3,543

 
4,720

Total common shareholders’ equity
7,796

 
7,560

 
7,402

 
7,150

 
6,939

AVERAGE BALANCES
 
 
 
 
 
 
 
 
 
Total assets
$
71,743

 
$
70,247

 
$
66,336

 
$
63,933

 
$
62,569

Total earning assets
66,545

 
65,129

 
61,560

 
59,091

 
57,483

Total loans
48,996

 
48,628

 
46,588

 
44,412

 
43,306

Total deposits
57,741

 
58,326

 
54,784

 
51,711

 
49,533

Total medium- and long-term debt
4,917

 
2,905

 
2,963

 
3,972

 
4,818

Total common shareholders’ equity
7,674

 
7,534

 
7,373

 
6,965

 
7,009

CREDIT QUALITY
 
 
 
 
 
 
 
 
 
Total allowance for credit losses
$
771

 
$
679

 
$
635

 
$
634

 
$
661

Total nonperforming loans
590

 
379

 
290

 
374

 
541

Foreclosed property
17

 
12

 
10

 
9

 
54

Total nonperforming assets
607

 
391

 
300

 
383

 
595

Net credit-related charge-offs
157

 
101

 
25

 
73

 
170

Net credit-related charge-offs as a percentage of average total loans
0.32
%
 
0.21
%
 
0.05
%
 
0.16
%
 
0.39
%
Allowance for loan losses as a percentage of total period-end loans
1.49

 
1.29

 
1.22

 
1.32

 
1.37

Allowance for loan losses as a percentage of total nonperforming loans
124

 
167

 
205

 
160

 
116

RATIOS
 
 
 
 
 
 
 
 
 
Net interest margin (fully taxable equivalent)
2.71
%
 
2.60
%
 
2.70
%
 
2.84
%
 
3.03
%
Return on average assets
0.67

 
0.74

 
0.89

 
0.85

 
0.83

Return on average common shareholders’ equity
6.22

 
6.91

 
8.05

 
7.76

 
7.43

Dividend payout ratio
32.48

 
28.33

 
24.09

 
23.29

 
20.52

Average common shareholders’ equity as a percentage of average assets
10.70

 
10.73

 
11.11

 
10.90

 
11.21

Common equity tier 1 capital as a percentage of risk-weighted assets (d)
11.09

 
10.54

 
n/a

 
n/a

 
n/a

Tier 1 capital as a percentage of risk-weighted assets (d)
11.09

 
10.54

 
10.50

 
10.64

 
10.14

Common equity ratio
10.68

 
10.52

 
10.70

 
10.97

 
10.67

Tangible common equity as a percentage of tangible assets (c)
9.89

 
9.70

 
9.85

 
10.07

 
9.76

(a)
Effective January 1, 2015, contractual changes to a card program resulted in a change to the accounting presentation of the related revenues and expenses. The effect of this change was an increase of $177 million in 2015 to both noninterest income and noninterest expenses. Amounts prior to 2015 reflect revenues from this card program net of related noninterest expenses.
(b)
Noninterest expenses in 2016 included restructuring charges of $93 million .
(c)
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
(d)
Ratios calculated based on the risk-based capital requirements in effect at the time. The U.S. implementation of the Basel III regulatory capital framework became effective on January 1, 2015, with transitional provisions.
n/a - not applicable.

F-3
Table of Contents

2016 OVERVIEW AND 2017 OUTLOOK
Comerica Incorporated (the Corporation) is a financial holding company headquartered in Dallas, Texas. The Corporation's major business segments are the Business Bank, the Retail Bank and Wealth Management. The core businesses are tailored to each of the Corporation's three primary geographic markets: Michigan, California and Texas. Information about the activities of the Corporation's business segments is provided in Note 23 to the consolidated financial statements.
As a financial institution, the Corporation's principal activity is lending to and accepting deposits from businesses and individuals. The primary source of revenue is net interest income, which is principally derived from the difference between interest earned on loans and investment securities and interest paid on deposits and other funding sources. The Corporation also provides other products and services that meet the financial needs of customers which generate noninterest income, the Corporation's secondary source of revenue. Growth in loans, deposits and noninterest income is affected by many factors, including economic conditions in the markets the Corporation serves, the financial requirements and economic health of customers, and the ability to add new customers and/or increase the number of products used by current customers. Success in providing products and services depends on the financial needs of customers and the types of products desired.
The accounting and reporting policies of the Corporation and its subsidiaries conform to generally accepted accounting principles (GAAP) in the United States (U.S.). The Corporation's consolidated financial statements are prepared based on the application of accounting policies, the most significant of which are described in Note 1 to the consolidated financial statements. The most critical of these significant accounting policies are discussed in the “Critical Accounting Policies” section of this financial review.
GROWTH IN EFFICIENCY AND REVENUE INITIATIVE
In the second quarter 2016, the Corporation launched the Growth in Efficiency and Revenue (GEAR Up) initiative in order to meaningfully enhance profitability. Actions identified under this initiative are expected to drive additional annual pre-tax income, before restructuring charges, of approximately $270 million for full-year 2018. Additional financial targets expected from GEAR Up include a double-digit return on equity and an efficiency ratio at or below 60 percent by year-end 2018.
•
2016 progress included a reduction in workforce and a significant reduction in retirement plan expense due to a new retirement program, which together resulted in 2016 expense savings of more than $25 million, as well as the consolidation of 19 banking centers. For additional information regarding retirement plan changes, refer to the "Critical Accounting Policies" section of this financial review and Note 17 to the consolidated financial statements.
•
Expense reductions are expected to save an additional $125 million in full-year 2017, relative to the 2016 GEAR Up savings of more than $25 million, and increase to approximately $200 million in full-year 2018. This is to be achieved through continued savings from the reduction in workforce and the new retirement program, streamlining operational processes, real estate optimization, including consolidating an additional 19 banking centers in 2017 as well as reducing office and operations space, selective outsourcing of technology functions and reduction of technology system applications.
•
Revenue enhancements are expected to ramp-up to approximately $30 million in full-year 2017, gradually increasing to approximately $70 million in full-year 2018, through expanded product offerings, enhanced sales tools and training and improved customer analytics to drive opportunities.
•
Pre-tax restructuring charges of $140 million to $160 million in total are expected to be incurred through 2018. This includes restructuring charges totaling $93 million , which were incurred through December 31, 2016 , and an additional $25 million to $50 million expected in 2017. For additional information regarding restructuring charges, refer to Note 22 to the consolidated financial statements.
OVERVIEW
•
Net income was $477 million in 2016 , a decrease of $44 million , or 8 percent , compared to $521 million in 2015 . Net income per diluted common share was $2.68 in 2016 , compared to $2.84 in 2015 . Excluding the after-tax impact of restructuring charges associated with GEAR Up of $59 million, or $0.34 per share, net income increased $15 million, or 3 percent.
•
Average loans were $49.0 billion in 2016 , an increase of $368 million , or 1 percent , compared to 2015 . Excluding a $641 million decrease in Energy, average loans increased $1.0 billion, primarily reflecting increases in Commercial Real Estate, National Dealer Services and Mortgage Banker Finance, partially offset by decreases in general Middle Market and Corporate Banking.
•
Average deposits decreased $585 million , or 1 percent , to $57.7 billion in 2016 , compared to 2015 . The decrease in average deposits reflected a decrease of $2.2 billion , or 7 percent , in interest-bearing deposits, partially offset by an increase of $1.7 billion , or 6 percent , in average noninterest-bearing deposits. The decrease in interest-bearing deposits reflected decreases of $1.3 billion , or 6 percent , in money market and interest-bearing checking deposits and $1.0 billion , or 24 percent , in customer certificates of deposit. The decrease in average deposits primarily reflected purposeful pricing discipline and strategic actions in light of new Liquidity Coverage Ratio (LCR) rules, with the largest decreases in

F-4
Table of Contents

Municipalities (a general Middle Market business), Corporate Banking and the Financial Services Division (a general Middle Market business), partially offset by increases in the remaining general Middle Market businesses and Retail Banking.
•
Net interest income was $1.8 billion in 2016 , an increase of $108 million , or 6 percent , compared to 2015 . The increase in net interest income resulted primarily from higher interest rates, loan growth and a larger securities portfolio, partially offset by higher debt costs.
•
The provision for credit losses was $248 million in 2016 , an increase of $101 million compared to 2015 , primarily reflecting increased reserves for Energy and energy-related loans recorded in the first quarter 2016, partially offset by improved credit quality in the remainder of the portfolio. Net credit-related charge-offs were $157 million , or 0.32 percent of average loans, for 2016 , an increase of $46 million compared to 2015 . The increase was primarily due to an increase in charge-offs in the Energy portfolio.
•
Noninterest income increased $16 million , or 2 percent , in 2016 , compared to 2015 . Customer-driven fees increased $22 million and non-fee categories declined $6 million. An increase in card fees as well as growth in fiduciary, customer derivative and foreign exchange income was partially offset by lower commercial lending fees and investment banking income.
•
Noninterest expenses increased $103 million , or 6 percent , in 2016 , compared to 2015 . Excluding $93 million of restructuring charges related to the GEAR Up initiative and $33 million from the net release of litigation reserves in 2015 , noninterest expenses decreased $23 million . This primarily reflected a decrease of $48 million in salaries and benefits expense, including GEAR Up savings estimated to be in excess of $25 million as well as an additional decrease in pension expense, partially offset by the impact of merit increases and one additional day in 2016 . Additionally, increases in technology expense, outside processing fees and FDIC insurance premiums were partially offset by decreases in state business taxes and gains from the early termination of leveraged lease transactions.
•
The provision for income taxes decreased $36 million in 2016 , compared to 2015 . The effective tax rate was 28.8 percent in 2016 , compared to 30.5 percent in 2015 , primarily reflecting a $10 million increase in tax benefits from the early termination of certain leveraged lease transactions.
•
The quarterly dividend was increased to 22 cents per share in April 2016 and to 23 cents per share in July 2016.
•
The Corporation repurchased approximately 6.6 million shares of common stock during 2016 under the equity repurchase program. Together with dividends of $0.89 per share, $458 million , or 96 percent of 2016 net income, was returned to shareholders.
2017 OUTLOOK
Management expectations for 2017 , compared to 2016 , assuming a continuation of the current economic and low rate environment as well as contributions from the GEAR Up initiative of $30 million in revenue and $125 million in expense savings, are as follows:
•
Average loans higher, in line with Gross Domestic Product growth, reflecting increases in most lines of business and reduced headwinds from a declining Energy portfolio.
•
Net interest income higher, reflecting the benefit from the December 2016 short-term rate increase and loan growth, partially offset by higher funding costs and minor loan yield comparison.
◦
Full-year benefit from the December rise in short-term rates expected to be more than $70 million, assuming a 25 percent deposit beta.
•
Provision for credit losses lower, with continued solid performance of the overall portfolio.
◦
Provision and net charge-offs in line with historical normal levels of 30-40 basis points.
•
Noninterest income higher, with the execution of GEAR Up opportunities, modest growth in treasury management and card fees, as well as wealth management products such as fiduciary and brokerage services.
◦
Increase of 4 percent to 6 percent.
•
Noninterest expenses lower, reflecting lower restructuring charges and an additional $125 million in GEAR Up savings, relative to 2016 GEAR Up savings of more than $25 million. Outside processing is expected to increase in line with growing revenue. Headwinds include increased technology costs and higher FDIC insurance expense, as well as typical inflationary pressure. The gains of $13 million in 2016 from early terminations of certain leveraged lease transactions are not expected to repeat.
◦
Restructuring charges of $25 million to $50 million, compared to $93 million in 2016.
◦
Remaining noninterest expenses 1 percent to 2 percent lower.
◦
Decrease of 4 percent to 5 percent including restructuring charges.
•
Income tax expense to approximate 33 percent of pre-tax income excluding the impact of discrete items such as the tax benefit related to stock compensation of approximately $14 million recorded during January 2017.

F-5
Table of Contents

RESULTS OF OPERATIONS
The following provides a comparative discussion of the Corporation's consolidated results of operations for 2016 compared to 2015 . A comparative discussion of results for 2015 compared to 2014 is provided at the end of this section. For a discussion of the Critical Accounting Policies that affect the Consolidated Results of Operations, see the "Critical Accounting Policies" section of this Financial Review.
ANALYSIS OF NET INTEREST INCOME
(dollar amounts in millions)
 
 
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
 
Average
Balance
Interest
Average
Rate (a)
 
Average
Balance
Interest
Average
Rate (a)
 
Average
Balance
Interest
Average
Rate (a)
Commercial loans
$
31,062

$
1,008

3.26
%
 
$
31,501

$
962

3.07
%
 
$
29,715

$
923

3.12
%
Real estate construction loans
2,508

91

3.63

 
1,884

66

3.48

 
1,909

65

3.41

Commercial mortgage loans
8,981

314

3.49

 
8,697

296

3.41

 
8,706

327

3.75

Lease financing
684

18

2.65

 
783

25

3.17

 
834

19

2.33

International loans
1,367

50

3.63

 
1,441

51

3.58

 
1,376

50

3.65

Residential mortgage loans
1,894

71

3.76

 
1,878

71

3.77

 
1,778

68

3.82

Consumer loans
2,500

83

3.32

 
2,444

80

3.26

 
2,270

73

3.20

Total loans (b) (c)
48,996

1,635

3.34

 
48,628

1,551

3.20

 
46,588

1,525

3.28

 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
9,356

203

2.19

 
9,113

202

2.24

 
8,970

209

2.33

Other investment securities
2,992

44

1.51

 
1,124

14

1.25

 
380

2

0.45

Total investment securities (d)
12,348

247

2.02

 
10,237

216

2.13

 
9,350

211

2.26

 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with banks
5,099

26

0.51

 
6,158

16

0.26

 
5,513

14

0.26

Other short-term investments
102

1

0.61

 
106

1

0.81

 
109

—

0.57

Total earning assets
66,545

1,909

2.88

 
65,129

1,784

2.75

 
61,560

1,750

2.85

 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
1,146

 
 
 
1,059

 
 
 
934

 
 
Allowance for loan losses
(730
)
 
 
 
(621
)
 
 
 
(601
)
 
 
Accrued income and other assets
4,782

 
 
 
4,680

 
 
 
4,443

 
 
Total assets
$
71,743

 
 
 
$
70,247

 
 
 
$
66,336

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market and interest-bearing checking deposits
$
22,744

27

0.11

 
$
24,073

26

0.11

 
$
22,891

24

0.11

Savings deposits
2,013

—

0.02

 
1,841

—

0.02

 
1,744

1

0.03

Customer certificates of deposit
3,200

13

0.40

 
4,209

16

0.37

 
4,869

18

0.36

Foreign office time deposits (e)
33

—

0.35

 
116

1

1.02

 
261

2

0.82

Total interest-bearing deposits
27,990

40

0.14

 
30,239

43

0.14

 
29,765

45

0.15

Short-term borrowings
138

—

0.45

 
93

—

0.05

 
200

—

0.04

Medium- and long-term debt (f)
4,917

72

1.45

 
2,905

52

1.80

 
2,963

50

1.68

Total interest-bearing sources
33,045

112

0.34

 
33,237

95

0.29

 
32,928

95

0.29

 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
29,751

 
 
 
28,087

 
 
 
25,019

 
 
Accrued expenses and other liabilities
1,273

 
 
 
1,389

 
 
 
1,016

 
 
Total shareholders’ equity
7,674

 
 
 
7,534

 
 
 
7,373

 
 
Total liabilities and shareholders’ equity
$
71,743

 
 
 
$
70,247

 
 
 
$
66,336

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income/rate spread
 
$
1,797

2.54

 
 
$
1,689

2.46

 
 
$
1,655

2.56

 
 
 
 
 
 
 
 
 
 
 
 
Impact of net noninterest-bearing sources of funds
 
 
0.17

 
 
 
0.14

 
 
 
0.14

Net interest margin (as a percentage of average earning assets) (b) (d)
 
 
2.71
%
 
 
 
2.60
%
 
 
 
2.70
%
(a)
Average rate is calculated on a fully taxable equivalent (FTE) basis using a federal tax rate of 35%. The FTE adjustment to net interest income was $4 million in each of the three years presented.
(b)
Accretion of the purchase discount on the acquired loan portfolio of $4 million , $7 million and $34 million in 2016 , 2015 and 2014 , respectively, increased the net interest margin by 1 basis point in both 2016 and 2015 and 6 basis points in 2014 .
(c)
Nonaccrual loans are included in average balances reported and in the calculation of average rates.
(d)
Includes investment securities available-for-sale and investment securities held-to-maturity. Average rate based on average historical cost. Carrying value exceeded average historical cost by $143 million , $100 million and $12 million in 2016 , 2015 and 2014 , respectively.
(e)
Includes substantially all deposits by foreign depositors; deposits are primarily in excess of $100,000.
(f)
Medium- and long-term debt average balances included $162 million , $160 million and $192 million in 2016 , 2015 and 2014 , respectively, for the gain attributed to the risk hedged with interest rate swaps. Interest expense on medium-and long-term debt was reduced by $60 million , $70 million , and $72 million in 2016 , 2015 and 2014 , respectively, for the net gains on these fair value hedge relationships.

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RATE/VOLUME ANALYSIS
(in millions)
 
 
 
 
 
 
 
Years Ended December 31
2016/2015
 
2015/2014
 
Increase
(Decrease)
Due to Rate
Increase
(Decrease)
Due to 
Volume (a)
Net
Increase
(Decrease)
 
Increase
(Decrease)
Due to Rate
Increase
(Decrease)
Due to 
Volume (a)
Net
Increase
(Decrease)
Interest Income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial loans
$
60

 
$
(14
)
 
$
46

 
 
$
(15
)
 
$
54

 
$
39

 
Real estate construction loans
2

 
23

 
25

 
 
2

 
(1
)
 
1

 
Commercial mortgage loans
8

 
10

 
18

 
 
(31
)
 
—

 
(31
)
 
Lease financing
(4
)
 
(3
)
 
(7
)
 
 
8

 
(2
)
 
6

 
International loans
1

 
(2
)
 
(1
)
 
 
(1
)
 
2

 
1

 
Residential mortgage loans
—

 
—

 
—

 
 
(1
)
 
4

 
3

 
Consumer loans
1

 
2

 
3

 
 
1

 
6

 
7

 
 Total loans
68

 
16

 
84

 
 
(37
)
(b)
63

 
26

(b)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
(4
)
 
5

 
1

 
 
(8
)
 
1

 
(7
)
 
Other investment securities
3

 
27

 
30

 
 
3

 
9

 
12

 
 Total investment securities (c)
(1
)
 
32

 
31

 
 
(5
)
 
10

 
5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with banks
15

 
(5
)
 
10

 
 
—

 
2

 
2

 
Other short-term investments
—

 
—

 
—

 
 
—

 
1

 
1

 
Total interest income
82

 
43

 
125

 
 
(42
)
 
76

 
34

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market and interest-bearing checking deposits
2

 
(1
)
 
1

 
 
—

 
2

 
2

 
Savings deposits
—

 
—

 
—

 
 
(1
)
 
—

 
(1
)
 
Customer certificates of deposit
1

 
(4
)
 
(3
)
 
 
1

 
(3
)
 
(2
)
 
Foreign office time deposits
(1
)
 
—

 
(1
)
 
 
1

 
(2
)
 
(1
)
 
Total interest-bearing deposits
2

 
(5
)
 
(3
)
 
 
1

 
(3
)
 
(2
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medium- and long-term debt
9

 
11

 
20

 
 
3

 
(1
)
 
2

 
Total interest expense
11

 
6

 
17

 
 
4

 
(4
)
 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
71

 
$
37

 
$
108

 
 
$
(46
)
 
$
80

 
$
34

 
(a)
Rate/volume variances are allocated to variances due to volume.
(b)
Reflected a decrease of $27 million in accretion of the purchase discount on the acquired loan portfolio in 2015 .
(c)
Includes investment securities available-for-sale and investment securities held-to-maturity.
NET INTEREST INCOME
Net interest income is the difference between interest earned on assets and interest paid on liabilities. Gains and losses related to the effective portion of risk management interest rate swaps that qualify as hedges are included with the interest expense of the hedged item. Net interest income comprised 63 percent , 62 percent , and 66 percent of total revenues in 2016 , 2015 , and 2014 , respectively. The decrease in net interest income as a percentage of total revenues in 2015 was due to an increase in noninterest income resulting from a change in the accounting presentation associated with contractual changes to a card program. Refer to the Analysis of Net Interest Income and the Rate Volume Analysis tables above for an analysis of net interest income for the years ended December 31, 2016, 2015, and 2014 and details of the components of the change in net interest income for 2016 compared to 2015 and 2015 compared to 2014 .
Net interest income was $1.8 billion in 2016 , an increase of $108 million compared to 2015 . The increase in net interest income resulted primarily from higher yields on loans and Federal Reserve Bank (FRB) deposits, driven mainly by increases in short-term rates, and earning asset volume, partially offset by higher funding costs, primarily the result of higher costs on debt swapped to variable rate and new Federal Home Loan Bank (FHLB) borrowings in the second quarter 2016. For additional information regarding medium- and long-term debt, refer to Note 12 to the consolidated financial statements. Average earning assets increased $1.4 billion , or 2 percent , primarily reflecting increases of $2.1 billion in average investment securities and $368 million in average loans, partially offset by a decrease of $1.1 billion in average interest-bearing deposits with banks.
The net interest margin (FTE) in 2016 increased 11 basis points to 2.71 percent , from 2.60 percent in 2015 , primarily due to higher loan yields and the reinvestment of FRB deposits into higher yielding Treasury securities, partially offset by the impact of higher funding costs. The increase in loan yields primarily reflected a benefit from an increase in short-term rates. Average balances deposited with the FRB were $4.9 billion and $6.0 billion in 2016 and 2015 , respectively, and are included in “interest-

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bearing deposits with banks” on the consolidated balance sheets. Lower yielding FRB deposits decreased net interest margin by 17 basis points in 2016 and 23 basis points in 2015 .
The Corporation utilizes various asset and liability management strategies to manage net interest income exposure to interest rate risk. Refer to the “Market and Liquidity Risk” section of this financial review for additional information regarding the Corporation's asset and liability management policies.
PROVISION FOR CREDIT LOSSES
The provision for credit losses was $248 million in 2016 , compared to $147 million in 2015 . The provision for credit losses includes both the provision for loan losses and the provision for credit losses on lending-related commitments.
The provision for loan losses is recorded to maintain the allowance for loan losses at the level deemed appropriate by the Corporation to cover probable credit losses inherent in the portfolio. The provision for loan losses was $241 million in 2016 , an increase of $99 million compared to $142 million in 2015 , primarily reflecting increased reserves for Energy and energy-related loans recorded in the first quarter 2016, partially offset by improved credit quality in the remainder of the portfolio.
Net loan charge-offs in 2016 increased $46 million to $146 million , or 0.30 percent of average total loans, compared to $100 million , or 0.21 percent , in 2015 . The increase primarily reflected an increase in charge-offs in Energy and a decrease in recoveries in Private Banking, partially offset by decreases in Technology and Life Sciences and Small Business (primarily due to the charge-off of a single large credit in 2015).
The provision for credit losses on lending-related commitments is recorded to maintain the allowance for credit losses on lending-related commitments at the level deemed appropriate by the Corporation to cover probable credit losses inherent in lending-related commitments. The provision for credit losses on lending-related commitments was $7 million in 2016 and $5 million in 2015 . Lending-related commitment charge-offs were $11 million in 2016 and $1 million in 2015 .
For further discussion of the allowance for loan losses and the allowance for credit losses on lending-related commitments, including the methodology used in the determination of the allowances and an analysis of the changes in the allowances, refer to Note 1 to the consolidated financial statements and the "Credit Risk" section of this financial review.
NONINTEREST INCOME
(in millions)
 
 
Years Ended December 31
2016
2015
2014
Card fees
$
303

(a)
$
276

(a)
$
81

 
Service charges on deposit accounts
219

 
223

 
215

 
Fiduciary income
190

 
187

 
180

 
Commercial lending fees
89

 
99

 
98

 
Letter of credit fees
50

 
53

 
57

 
Bank-owned life insurance
42

 
40

 
39

 
Foreign exchange income
42

 
40

 
40

 
Brokerage fees
19

 
17

 
17

 
Net securities losses
(5
)
 
(2
)
 
—

 
Other noninterest income (b)
102

 
102

 
130

 
Total noninterest income
$
1,051

 
$
1,035

 
$
857

 
(a)
Effective January 1, 2015, contractual changes to a card program resulted in a change to the accounting presentation of the related revenues and expenses. The effect of this change was an increase to card fees of $182 million in 2016 and $177 million in 2015.
(b)
The table below provides further details on certain categories included in other noninterest income.
Noninterest income increased $16 million to $1.1 billion in 2016 , compared to $1.0 billion in 2015 . An analysis of significant year over year changes by individual line item follows.
Card fees consist primarily of interchange and other fees earned on government card programs, commercial cards and debit/ATM cards, as well as, beginning in 2015, fees from providing merchant payment processing services. Card fees increased $27 million , or 9 percent , to $303 million in 2016 , compared to $276 million in 2015 . The increase in 2016 was primarily due to volume-driven increases from merchant payment processing services and government card programs.
Service charges on deposit accounts decreased $4 million , or 1 percent , to $219 million in 2016 , compared to $223 million in 2015 . The decrease in 2016 primarily reflected a decrease in retail service charges.
Fiduciary income increased $3 million , or 1 percent , to $190 million in 2016 , compared to $187 million in 2015 . Personal trust fees, institutional trust fees and investment advisory fees are the three major components of fiduciary income. These fees are based on services provided, assets under management and assets under administration. Fluctuations in the market values of the underlying assets managed or administered, which include both equity and fixed income securities, and net asset flows within

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client accounts impact fiduciary income. The increase in 2016 was primarily due to an increase in institutional trust fees, largely driven by net asset inflows and increased activity in securities lending services.
Commercial lending fees decreased $10 million , or 11 percent, to $89 million in 2016, compared to $99 million in 2015, primarily reflecting a decrease in unused commitment fees, largely due to a decline in Energy commitments, and a decrease in syndication agent fees.
Letter of credit fees decreased $3 million , or 4 percent , to $50 million in 2016 , compared to $53 million in 2015 . The decrease in 2016 was primarily due to pricing actions taken based on changes in regulatory rules.
Other noninterest income was unchanged at $102 million in 2016 , compared to 2015 . The following table illustrates certain categories included in "other noninterest income" on the consolidated statements of income.
(in millions)
 
 
 
 
 
Years Ended December 31
 
2016
2015
2014
Customer derivative income
 
$
27

 
$
18

 
$
22

 
Insurance commissions
 
10

 
10

 
13

 
Investment banking fees
 
7

 
12

 
18

 
Income from principal investing and warrants
 
7

 
6

 
10

 
Securities trading income
 
6

 
9

 
9

 
Deferred compensation asset returns (a)
 
3

 
—

 
6

 
Income from unconsolidated subsidiaries
 
(2
)
 
2

 
8

 
All other noninterest income
 
44

 
45

 
44

 
Other noninterest income
 
$
102

 
$
102

 
$
130

 
( a)
Compensation deferred by the Corporation's officers and directors is invested based on investment selections of the officers and directors. Income earned on these assets is reported in noninterest income and the offsetting change in liability is reported in salaries and benefits expense.
The increase in customer derivative income primarily reflected an increase in income from interest rate derivative contracts, in part due to net favorable derivative credit valuation adjustments in 2016, compared to net unfavorable adjustments in 2015. The decline in investment banking fees was largely due to decreased activity in the energy markets, while income from unconsolidated subsidiaries reflected the termination of a joint venture with a payment processor in the second quarter 2015 and was more than offset by the increase in merchant payment processing services revenue included in card fees.
NONINTEREST EXPENSES
(in millions)
 
 
Years Ended December 31
2016
2015
2014
Salaries and benefits expense
$
961

 
$
1,009

 
$
980

 
Outside processing fee expense
336

(a)
318

(a)
111

 
Net occupancy expense
157

 
159

 
171

 
Equipment expense
53

 
53

 
57

 
Restructuring expense
93

 
—

 
—

 
Software expense
119

 
99

 
95

 
FDIC insurance expense
54

 
37

 
33

 
Advertising expense
21

 
24

 
23

 
Litigation-related expense
1

 
(32
)
 
4

 
Gain on debt redemption
—

 
—

 
(32
)
 
Other noninterest expenses
135

 
160

 
173

 
Total noninterest expenses
$
1,930

 
$
1,827

 
$
1,615

 
(a)
Effective January 1, 2015, contractual changes to a card program resulted in a change to the accounting presentation of the related revenues and expenses. The effect of this change was an increase to outside processing fee expense of $182 million in 2016 and $177 million in 2015.
Noninterest expenses increased $103 million to $1.9 billion in 2016 , compared to $1.8 billion in 2015 . Excluding $93 million of restructuring charges related to the GEAR Up initiative and $33 million from the net release of litigation reserves in 2015, noninterest expenses decreased $23 million , or 1 percent , in 2016 . An analysis of significant increases and decreases by individual line item is presented below.
Salaries and benefits expense decreased $48 million , or 5 percent , to $961 million in 2016 , compared to $1.0 billion in 2015 . The decrease in salaries and benefits included GEAR Up savings estimated to be in excess of $25 million as well as an additional decrease in pension expense, partially offset by the impact of merit increases and one additional day in 2016.

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Outside processing fee expense increased $18 million to $336 million in 2016 , compared to $318 million in 2015 , primarily due to volume-driven increases related to processing for merchant services, a retirement savings program and other revenue-generating activities, as well as increases in certain outsourced services.
Restructuring charges in 2016 associated with the implementation of the GEAR Up initiative included $52 million of employee costs, $15 million of facilities costs and $26 million of other charges. For further information about restructuring charges, refer to Note 22 to the consolidated financial statements.
Software expense increased $20 million to $119 million in 2016 , compared to $99 million in 2015, primarily reflecting continued investment in the Corporation's technology infrastructure.
FDIC insurance premiums increased $17 million to $54 million in 2016 , compared to $37 million in 2015 , in part due to federal rules implemented on July 1, 2016 in order to increase the statutorily required minimum level of the Deposit Insurance Fund, as well as higher risk-based assessment rates (due largely to impacts from the energy cycle) and an increase in the assessment base.
Litigation-related expense increased $33 million , reflecting the benefit to 2015 from the release of $33 million of litigation reserves. For further information about legal proceedings, refer to Note 21 to the consolidated financial statements.
Other noninterest expenses decrease d $25 million , or 16 percent , to $135 million in 2016 , from $160 million in 2015 , primarily reflecting a $9 million decrease in state business taxes and a $6 million increase in gains from the early termination of certain leveraged lease transactions, as well as smaller decreases in many other categories.
INCOME TAXES AND RELATED ITEMS
The provision for income taxes was $193 million in 2016 , compared to $229 million in 2015 . The $36 million decrease in the provision for income taxes in 2016 , compared to 2015 , was due primarily to the decrease in pretax income as well as a $10 million increase in tax benefits from the early termination of certain leveraged leases.
Net deferred tax assets were $217 million at December 31, 2016 , compared to $199 million at December 31, 2015 . The increase of $18 million resulted primarily from increases in deferred tax assets related to the allowance for loan losses and net unrealized losses on investment securities available-for-sale and a decrease in deferred tax liabilities related to lease financing transactions, partially offset by a decrease in unrealized losses related to defined benefit plans and a decrease related to stock-based compensation. Deferred tax assets of $463 million were evaluated for realization and it was determined that a valuation allowance of $3 million , related to state net operating loss carryforwards, was needed at both December 31, 2016 and December 31, 2015 . These conclusions were based on available evidence of loss carryback capacity, projected future reversals of existing taxable temporary differences and assumptions made regarding future events.
2015 RESULTS OF OPERATIONS COMPARED TO 2014
Net interest income was $1.7 billion in 2015 , an increase of $34 million compared to 2014 . The increase in net interest income in 2015 resulted primarily from higher earnings asset volume, partially offset by lower loan and investment yields. Lower loan yields were in part due to a $27 million decrease in the accretion of the purchase discount on the acquired loan portfolio, continued pressure on yields from the low-rate environment and changing loan portfolio dynamics.
The net interest margin (FTE) in 2015 decreased 10 basis points to 2.60 percent , from 2.70 percent in 2014 , primarily due to lower loan yields and an increase in average balances deposited with the FRB, partially offset by higher average loan balances. The decrease in loan yields primarily reflected unfavorable portfolio dynamics and a decrease in accretion on the acquired loan portfolio, shifts in the average loan portfolio mix and the impact of a competitive low-rate environment, partially offset by a benefit from an increase in short-term rates. Accretion of the purchase discount on the acquired loan portfolio increased the net interest margin by 1 basis point in 2015 , compared to 6 basis points in 2014 . The "Analysis of Net Interest Income" and "Rate/Volume Analysis" tables under the "Net Interest Income" subheading in this section above provide an analysis of net interest income for 2015 and 2014 and details the components of the change in net interest income for 2015 compared to 2014 .
The provision for credit losses, which includes both the provision for loan losses and the provision for credit losses on lending-related commitments, was $147 million in 2015 , compared to $27 million in 2014 . The provision for loan losses was $142 million in 2015 compared to $22 million in 2014 . The increase primarily reflected increased provisions for Energy and energy-related loans, Technology and Life Sciences, Corporate Banking and Small Business. Net loan charge-offs in 2015 increased $75 million to $100 million , or 0.21 percent of average total loans, compared to $25 million, or 0.05 percent, in 2014 . The increase primarily reflected increases in Energy, general Middle Market (largely due to an increase in charge-offs on energy-related loans), Small Business (primarily due to the charge-off of a single large credit in 2015), Corporate Banking and Technology and Life Sciences, partially offset by an increase in net recoveries in Private Banking. The provision for credit losses on lending-related commitments was $5 million in both 2015 and 2014 . Lending-related commitment charge-offs were $1 million in 2015 and insignificant in 2014 .

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Noninterest income increased $178 million to $1.0 billion in 2015 , compared to $857 million in 2014 . Excluding the $177 million impact of the change in accounting presentation on card fees as described in footnote (a) to the table provided under the "Noninterest Income" subheading previously in this section, noninterest income increased $1 million. Card fees increased $195 million to $276 million in 2015, compared to $81 million in 2014. Two significant developments impacted the comparability of card fees between 2015 and 2014. First, the Corporation entered into a new contract for an existing card program effective January 1, 2015, which resulted in the Corporation recognizing an additional $177 million of revenue related to card fees in 2015, with a corresponding amount being recorded to outside processing fees expense. Second, the Corporation changed its business model for providing merchant payment processing services, resulting in $17 million of additional revenue in 2015. Service charges on deposit accounts increased $8 million , or 4 percent, in 2015, primarily due to increased commercial service charges. Fiduciary income increased $7 million , or 4 percent in 2015 , primarily due to an increase in investment advisory fees, largely driven by net asset inflows, as brokerage clients continued to transition from transactional services to investment advisory services, and the favorable impact on fees from market value increases. Letter of credit fees decreased $4 million , or 7 percent in 2015 , primarily due to regulatory-driven decreases in the volume of letters of credit outstanding. Other noninterest income decreased $28 million , or 22 percent, in 2015 , compared to 2014 . The decrease primarily reflected decreases in investment banking fees, income from unconsolidated subsidiaries and deferred compensation plan asset returns. The decline in investment banking fees was largely due to decreased activity in the energy market. Income from unconsolidated subsidiaries reflected a decrease of $11 million in income from the merchant payment processing joint venture that concluded in the second quarter 2015, partially offset by a decrease in tax credit investment amortization expense. The decrease in deferred compensation plan asset returns was offset by a decrease in deferred compensation expense in salaries and benefits expense. Refer to the table provided under the “Noninterest Income” subheading previously in this section for the details of certain categories included in other noninterest income.
Noninterest expenses increased $212 million in 2015 , compared to 2014 . Excluding the $177 million impact of the change in accounting presentation on outside processing fees as described in footnote (a) to the table provided under the "Noninterest Expense" subheading previously in this section, noninterest expenses increased $35 million, or 2 percent. Salaries and benefits expense increased $29 million , or 3 percent, in 2015 , primarily due to an increase in technology-related contract labor expenses, the impact of merit increases and higher defined benefit pension expense, partially offset by decreases in deferred compensation plan expense and lower severance and executive incentive compensation expense. Outside processing fee expense increased $207 million , to $318 million , in 2015. Excluding the impact of the above-described change in accounting principle, outside processing fee expense increased $29 million, or 24 percent, primarily due to increased third-party processing expenses, including up-front costs related to the new business model for providing merchant payment processing services, as well as an increase related to a retirement savings program and other expenses related to revenue-generating activities. Net occupancy and equipment expense decreased $16 million , or 7 percent, in 2015 , primarily the result of lease termination charges of $10 million taken in 2014 as well as the 2015 benefit from those real estate optimization actions. Litigation-related expenses decreased $36 million in 2015 , reflecting the release of $33 million of litigation reserves in 2015. The Corporation recognized a gain on debt redemption of $32 million in 2014 on the early redemption of a $150 million subordinated note, primarily from the recognition of the unamortized value of a related, previously terminated interest rate swap. Other noninterest expenses decreased $13 million , or 7 percent, in 2015 , primarily reflecting a decrease in charitable contributions to the Comerica Charitable Foundation in 2015.
The provision for income taxes decreased $48 million to $229 million in 2015 , primarily due to a decrease in pretax income as well as a $5 million tax benefit from the early termination of certain leveraged leases.

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STRATEGIC LINES OF BUSINESS
The Corporation's operations are strategically aligned into three major business segments: the Business Bank, the Retail Bank and Wealth Management. These business segments are differentiated based upon the products and services provided. In addition to the three major business segments, Finance is also reported as a segment. The Other category includes items not directly associated with these business segments or the Finance segment. The performance of the business segments is not comparable with the Corporation's consolidated results and is not necessarily comparable with similar information for any other financial institution. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Market segment results are also provided for the Corporation's three primary geographic markets: Michigan, California and Texas. In addition to the three primary geographic markets, Other Markets is also reported as a market segment. Note 23 to the consolidated financial statements describes the Corporation's segment reporting methodology as well as the business activities of each business segment and presents financial results of these business segments for the years ended December 31, 2016 , 2015 and 2014 .
The Corporation's management accounting system assigns balance sheet and income statement items to each segment using certain methodologies, which are regularly reviewed and refined. These methodologies may be modified as the management accounting system is enhanced and changes occur in the organizational structure and/or product lines. Effective January 1, 2016, in conjunction with the effective date for regulatory Liquidity Coverage Ratio (LCR) requirements, the Corporation prospectively implemented an additional funds transfer pricing (FTP) charge, primarily for the cost of maintaining liquid assets to support potential draws on unfunded loan commitments and for the long-term economic cost of holding collateral for secured deposits.
BUSINESS SEGMENTS
The following table presents net income (loss) by business segment.
(dollar amounts in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Business Bank
$
638

 
88
%
 
$
762

 
85
%
 
$
822

 
86
%
Retail Bank
7

 
1

 
47

 
5

 
44

 
5

Wealth Management
76

 
11

 
85

 
10

 
84

 
9

 
721

 
100
%
 
894

 
100
%
 
950

 
100
%
Finance
(244
)
 
 
 
(373
)
 
 
 
(359
)
 
 
Other (a)
—

 
 
 
—

 
 
 
2

 
 
Total
$
477

 
 
 
$
521

 
 
 
$
593

 
 
(a)    Includes items not directly associated with the three major business segments or the Finance Division.
The Business Bank's net income of $638 million in 2016 decreased $124 million , compared to $762 million in 2015 . Net interest income of $1.4 billion decreased $80 million in 2016 , primarily reflecting an increase in net funds transfer pricing (FTP) charges, partially offset by the benefit provided by an increase in average loans of $184 million and one additional day in 2016. The increase in net FTP charges primarily reflected an increase in the cost of funds due to the increase in short-term market rates, lower funding credits due to a $1.2 billion decrease in average deposits, and the new 2016 FTP charges for LCR as described above. The increase in average loans primarily reflected increases in Commercial Real Estate, National Dealer Services and Mortgage Banker Finance, partially offset by decreases in general Middle Market, Energy and Corporate Banking. The decrease in average deposits primarily reflected purposeful pricing discipline and strategic actions in light of new liquidity coverage ratio rules, with the largest declines in Municipalities, Corporate Banking and the Financial Services Division. The provision for credit losses increased $59 million , to $217 million in 2016 , compared to the prior year. The increase in the provision was primarily due to the increase in reserves for Energy and energy-related loans recorded in the first quarter of 2016. Corporate Banking and general Middle Market also contributed to the increase in the provision. These increases were partially offset by improvements in credit quality in the remainder of the portfolio. Net credit-related charge-offs of $145 million increased $66 million in 2016 , compared to 2015 , primarily reflecting an increase in Energy, partially offset by a decrease in Technology and Life Sciences. Noninterest income of $572 million in 2016 increased $1 million from the prior year, primarily reflecting a $19 million increase in card fees, partially offset by decreases of $11 million in commercial lending fees, $5 million in income from unconsolidated subsidiaries (largely related to the exit in the second quarter 2015 from a joint venture that provided merchant payment processing services), and $4 million in investment banking fees. Noninterest expenses of $839 million in 2016 increased $61 million compared to the prior year. Excluding restructuring charges of $43 million and the impact of a $30 million net release of litigation reserves in 2015, noninterest expenses decreased $12 million. The decrease was primarily due to a $12 million decrease in salaries and benefits, largely reflecting savings related to the GEAR Up initiative, an $8 million increase in gains, primarily from early terminations of certain leveraged lease transactions, and smaller decreases in several other noninterest expense categories, partially offset by increases of $8 million in outside processing fees, $6 million in allocated corporate overhead expense, largely due to increased technology expense, and $6 million in FDIC insurance expense.

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Table of Contents

Net income for the Retail Bank of $7 million in 2016 decreased $40 million , compared to $47 million in 2015 . Net interest income of $622 million decreased $4 million in 2016 , primarily reflecting higher net FTP funding charges, reflecting higher FTP funding costs and the new FTP charges related to LCR, as well as lower FTP credits reflecting a lower deposit crediting rate, partially offset by the benefit provided by a $682 million increase in average deposits, an $89 million increase in average loans and one additional day in 2016 . The provision for credit losses increased $27 million to $35 million in 2016 , compared to $8 million in 2015 , primarily reflecting an increase in Small Business. Net credit-related charge-offs of $12 million in 2016 decreased $17 million , compared to $29 million in 2015 , mostly due to a charge-off of a single credit in Small Business in 2015. Noninterest income of $189 million in 2016 increased $4 million compared to 2015 , primarily due to a $6 million increase in card fees and small increases in several other fee categories, partially offset by $4 million increase in securities losses and a $3 million decrease in service charges on deposit accounts. Noninterest expenses of $767 million in 2016 increased $33 million from the prior year. Excluding restructuring charges of $38 million, noninterest expense decreased $5 million, primarily reflecting a $14 million decrease in salaries and benefits, largely reflecting savings related to the GEAR Up initiative, and smaller decreases in other noninterest expense categories, partially offset by increases of $11 million in allocated corporate overhead expense, $4 million in outside processing expense and $4 million in FDIC insurance expense.
Wealth Management's net income of $76 million in 2016 decreased $9 million , compared to $85 million in 2015 . Net interest income of $169 million in 2016 decreased $10 million compared to 2015 , primarily reflecting an increase in net FTP funding charges due to an increase in the cost of funds and a lower FTP deposit crediting rate, partially offset by the benefit from a $95 million increase in average loans. Average deposits decreased $25 million . The provision for credit losses was a benefit of $4 million in 2016 , compared to a benefit of $20 million in 2015 , primarily due to the benefit to the prior year from net recoveries in Private Banking. There were no net credit-related charge-offs in 2016 , compared to net recoveries of $17 million in 2015 . Noninterest income of $243 million increased $8 million from the prior year, primarily reflecting a $3 million increase in fiduciary income, a $2 million securities loss in 2015 , and small increases in several other categories of noninterest income. Noninterest expenses of $301 million in 2016 decreased $4 million from the prior year. Excluding restructuring charges of $12 million, noninterest expenses decreased $16 million, primarily reflecting an $8 million decrease in salaries and benefits expense, largely reflecting savings related to the GEAR Up initiative, and smaller decreases in several other noninterest expense categories, partially offset by a $3 million increase in allocated corporate overhead expenses.
The net loss in the Finance segment was $244 million in 2016 , compared to a net loss of $373 million in 2015 . Net interest expense of $435 million in 2016 decreased $194 million , compared to 2015 , primarily reflecting a decrease in net FTP expense as a result of higher rates charged to the business segments under the Corporation's internal FTP methodology, as well as an increase due to a larger investment securities portfolio.
MARKET SEGMENTS
The table and narrative below present the market segment results, including prior periods, based on the structure and methodologies in effect at December 31, 2016 . Note 23 to these consolidated financial statements presents a description of each of these market segments as well as the financial results for the years ended December 31, 2016 , 2015 and 2014 .
The following table presents net income (loss) by market segment.
(dollar amounts in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Michigan
$
247

 
34
 %
 
$
324

 
36
%
 
$
287

 
30
%
California
270

 
38

 
295

 
33

 
272

 
28

Texas
(21
)
 
(3
)
 
78

 
9

 
167

 
18

Other Markets
225

 
31

 
197

 
22

 
224

 
24

 
721

 
100
 %
 
894

 
100
%
 
950

 
100
%
Finance & Other (a)
(244
)
 
 
 
(373
)
 
 
 
(357
)
 
 
Total
$
477

 
 
 
$
521

 
 
 
$
593

 
 
(a)    Includes items not directly associated with the market segments.
The Michigan market's net income of $247 million in 2016 decreased $77 million , compared to net income of $324 million in 2015 . Net interest income of $672 million in 2016 decreased $43 million , primarily due to an increase in net FTP funding charges, reflecting higher FTP funding costs and the new FTP charges related to LCR, as well as lower FTP credits reflecting a lower deposit crediting rate and the impact of a $566 million decrease in average loans and a $66 million decrease in average deposits, partially offset by one more day in 2016. The decrease in average loans resulted primarily from a decrease in general Middle Market, partially offset by an increase in National Dealer Services. The decrease in average deposits primarily reflected decreases in general Middle Market, Corporate Banking and Private Banking, partially offset by an increase in Retail Banking. The provision for credit losses was $9 million in 2016 , an increase of $36 million compared to a benefit of $27 million in the prior year. The increase in the provision primarily reflected increases in Corporate Banking and Small Business, partially offset by a decrease in general Middle Market. Net credit related charge-offs were $15 million for 2016 , compared to $8 million in the prior

F-13
Table of Contents

year, primarily reflecting an increase in Corporate Banking, partially offset by decreases in general Middle Market and Commercial Real Estate. Noninterest income of $320 million in 2016 decreased $9 million from 2015 , primarily reflecting small decreases in several noninterest income categories, partially offset by a $5 million increase in card fees. Noninterest expenses of $620 million in 2016 increased $26 million from the prior year. Excluding restructuring charges of $24 million and the impact of a $30 million net release of litigation reserves in 2015, noninterest expense decreased $28 million, primarily reflecting a $10 million decrease in salaries and benefits, largely reflecting savings related to the GEAR Up initiative, an $8 million increase in gains, primarily from early terminations of certain leveraged lease transactions, and smaller decreases in most other noninterest expense categories.
The California market's net income of $270 million decreased $25 million in 2016 , compared to $295 million in 2015 . Net interest income of $715 million for 2016 decreased $17 million from the prior year, primarily due to an increase in net FTP funding charges, primarily for the same reasons as discussed above, partially offset by the benefits provided by a $1.0 billion increase in average loans and one more day in 2016. Average deposits decreased $355 million . The increase in average loans reflected increases in nearly all lines of business, with the largest increases in National Dealer Services and Commercial Real Estate. The decrease in average deposits primarily reflected decreases in general Middle Market, Technology and Life Sciences and Corporate Banking, partially offset by an increase in Retail Banking. The provision for credit losses of $21 million in 2016 increased $4 million from the prior year, primarily reflecting an increase in general Middle Market, partially offset by a decrease in Technology and Life Sciences. Net credit-related charge-offs of $26 million in 2016 increased $8 million compared to 2015 , primarily reflecting increases in general Middle Market and Private Banking, partially offset by a decrease in Technology and Life Sciences. Noninterest income of $162 million in 2016 increased $12 million from the prior year, primarily due to increases of $5 million each in card fees and warrant income. Noninterest expenses of $434 million in 2016 increased $29 million from the prior year. Excluding restructuring charges of $26 million, noninterest expense increased $3 million, primarily reflecting a $7 million increase in allocated corporate overhead expense, partially offset by a $5 million decrease in salaries and benefits, largely reflecting savings related to the GEAR Up initiative.
The Texas market's net income decreased $99 million to a net loss of $21 million in 2016 , compared to net income of $78 million in 2015 . Net interest income of $471 million in 2016 decreased $48 million from the prior year, primarily due to an increase in net FTP funding charges, for the same reasons as discussed above, as well as the impact of a $531 million decrease in average loans and a $714 million decrease in average deposits, partially offset by one additional day in 2016. The decrease in average loans primarily reflected decreases in Energy, general Middle Market and Technology and Life Sciences, partially offset by an increase in Commercial Real Estate.The decrease in average deposits resulted primarily from decreases in general Middle Market, Corporate Banking and Technology and Life Sciences, partially offset by an increase in Retail Banking. The provision for credit losses of $225 million in 2016 increased $94 million from the prior year, primarily reflecting increased reserves for Energy and energy-related loans in the first quarter 2016, partially offset by a decrease in Technology and Life Sciences. Net credit-related charge-offs of $118 million for 2016 increased $72 million from the prior year, primarily reflecting an increase in Energy. Noninterest income of $129 million in 2016 decreased $2 million from the prior year, primarily due to a $4 million decrease in commercial lending fees and small decreases in several other noninterest income categories, partially offset by a $4 million increase in card fees. Noninterest expenses of $408 million in 2016 increased $21 million from 2015 . Excluding restructuring charges of $27 million, noninterest expense decreased $6 million, primarily due to a $14 million decrease in salaries and benefits, largely reflecting savings related to the GEAR Up initiative, and smaller decreases in most noninterest expense categories, partially offset by an $11 million increase in allocated corporate overhead expenses.
Net income in Other Markets of $225 million in 2016 increased $28 million compared to $197 million in 2015 . Net interest income of $351 million in 2016 increased $14 million from the prior year, primarily due to the FTP benefit provided by a $602 million increase in average deposits and a higher deposit crediting rate, the benefit provided from an increase in average loans of $504 million and one additional day in 2016, partially offset by higher FTP funding costs. The increase in average loans primarily reflected increases in Mortgage Banker Finance, Technology and Life Sciences and Commercial Real Estate, partially offset by a decrease in Corporate Banking. Average deposits increased in nearly all business lines, with the largest increases in Technology and Life Sciences, Corporate Banking, general Middle Market and Mortgage Banker Finance. The provision for credit losses was a benefit of $7 million in 2016 , a decrease of $32 million compared to a provision of $25 million in the prior year, reflecting decreases in almost all business lines, with the largest declines in Small Business and Corporate Banking, partially offset by an increase in Private Banking. Net loan charge-offs were $4 million in 2016 , a decrease of $25 million compared to 2015 , primarily reflecting decreases in Small Business and Corporate Banking, partially offset by an increase in Private Banking, primarily due to a benefit from net loan recoveries in the prior year. Noninterest income of $393 million in 2016 increased $12 million from the prior year, primarily reflecting a $12 million increase in card fees and smaller increases in other noninterest income categories, partially offset by a $4 million decrease in warrant income. Noninterest expenses of $445 million in 2016 increased $14 million compared to the prior year. Excluding restructuring charges of $16 million, noninterest expense decreased $2 million, primarily due to a $5 million decrease in salaries and benefits, largely reflecting savings related to the GEAR Up initiative, and smaller decreases in other noninterest expense categories, partially offset by a $14 million increase in outside processing expense related to revenue generating activities.

F-14
Table of Contents

The net loss for the Finance & Other category of $244 million in 2016 decreased $129 million compared to 2015 . For further information, refer to the Finance segment discussion in the "Business Segments" subheading above.
The following table lists the Corporation's banking centers by geographic market segment.
December 31
2016
 
2015
 
2014
Michigan
209

 
214

 
214

Texas
127

 
133

 
135

California
97

 
103

 
104

Other Markets:
 
 
 
 
 
Arizona
17

 
19

 
18

Florida
7

 
7

 
9

Canada
1

 
1

 
1

Total Other Markets
25

 
27

 
28

Total
458

 
477

 
481


F-15
Table of Contents

BALANCE SHEET AND CAPITAL FUNDS ANALYSIS
ANALYSIS OF INVESTMENT SECURITIES AND LOANS
(in millions)
 
 
 
 
 
 
 
 
 
December 31
2016
 
2015
 
2014
 
2013
 
2012
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
$
2,779

 
$
2,763

 
$
526

 
$
45

 
$
35

Residential mortgage-backed securities (a)
7,872

 
7,545

 
7,274

(b)
8,926

 
9,920

State and municipal securities
7

 
9

 
23

 
22

 
23

Corporate debt securities
—

 
1

 
51

 
56

 
58

Equity and other non-debt securities
129

 
201

 
242

 
258

 
261

Total investment securities available-for-sale
10,787

 
10,519

 
8,116

 
9,307

 
10,297

Investment securities held to maturity:
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities (a)
1,582

 
1,981

 
1,935

(b)
—

 
—

Total investment securities
$
12,369

 
$
12,500

 
$
10,051

 
$
9,307

 
$
10,297

Commercial loans
$
30,994

 
$
31,659

 
$
31,520

 
$
28,815

 
$
29,513

Real estate construction loans
2,869

 
2,001

 
1,955

 
1,762

 
1,240

Commercial mortgage loans
8,931

 
8,977

 
8,604

 
8,787

 
9,472

Lease financing
572

 
724

 
805

 
845

 
859

International loans:
 
 
 
 
 
 
 
 
 
Banks and other financial institutions
2

 
—

 
31

 
4

 
2

Commercial and industrial
1,256

 
1,368

 
1,465

 
1,323

 
1,291

Total international loans
1,258

 
1,368

 
1,496

 
1,327

 
1,293

Residential mortgage loans
1,942

 
1,870

 
1,831

 
1,697

 
1,527

Consumer loans:
 
 
 
 
 
 
 
 
 
Home equity
1,800

 
1,720

 
1,658

 
1,517

 
1,537

Other consumer
722

 
765

 
724

 
720

 
616

Total consumer loans
2,522

 
2,485

 
2,382

 
2,237

 
2,153

Total loans
$
49,088

 
$
49,084

 
$
48,593

 
$
45,470

 
$
46,057

(a)
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
(b)
During the fourth quarter 2014, the Corporation transferred residential mortgage-backed securities from available-for-sale to held-to-maturity.


F-16
Table of Contents

EARNING ASSETS
Loans
On a period-end basis, total loans were unchanged at $49.1 billion at December 31, 2016 and 2015 . Average total loans increased $368 million , or 1 percent , to $49.0 billion in 2016 , compared to $48.6 billion in 2015 . The following tables provide information about the changes in the Corporation's average loan portfolio in 2016 , compared to 2015 .
(dollar amounts in millions)
 
 
 
 
Percent
Change
Years Ended December 31
2016
 
2015
 
Change
 
Average Loans:
 
 
 
 
 
 
 
Commercial loans by business line:
 
 
 
 
 
 
 
General Middle Market
$
9,759

 
$
10,289

 
$
(530
)
 
(5
)%
National Dealer Services
4,728

 
4,333

 
395

 
9

Energy
2,736

 
3,365

 
(629
)
 
(19
)
Technology and Life Sciences
3,061

 
2,933

 
128

 
4

Environmental Services
844

 
845

 
(1
)
 
—

Entertainment
665

 
618

 
47

 
8

Total Middle Market
21,793

 
22,383

 
(590
)
 
(3
)
Corporate Banking
2,863

 
3,088

 
(225
)
 
(7
)
Mortgage Banker Finance
2,180

 
1,843

 
337

 
18

Commercial Real Estate
913

 
884

 
29

 
3

Total Business Bank commercial loans
27,749


28,198

 
(449
)
 
(2
)
Total Retail Bank commercial loans
1,910

 
1,931

 
(21
)
 
(1
)
Total Wealth Management commercial loans
1,403

 
1,372

 
31

 
2

Total commercial loans
31,062

 
31,501

 
(439
)
 
(1
)
Real estate construction loans
2,508

 
1,884

 
624

 
33

Commercial mortgage loans
8,981

 
8,697

 
284

 
3

Lease financing
684

 
783

 
(99
)
 
(13
)
International loans
1,367

 
1,441

 
(74
)
 
(5
)
Residential mortgage loans
1,894

 
1,878

 
16

 
1

Consumer loans:
 
 
 
 
 
 
 
Home equity
1,767

 
1,693

 
74

 
4

Other consumer
733

 
751

 
(18
)
 
(2
)
Consumer loans
2,500

 
2,444

 
56

 
2

Total loans
$
48,996

 
$
48,628

 
$
368

 
1
 %
Average Loans By Geographic Market:
 
 
 
 
 
 
 
Michigan
$
12,614

 
$
13,180

 
$
(566
)
 
(4
)%
California
17,574

 
16,613

 
961

 
6

Texas
10,637

 
11,168

 
(531
)
 
(5
)
Other Markets
8,171

 
7,667

 
504

 
7

Total loans
$
48,996

 
$
48,628

 
$
368

 
1
 %
Middle Market business lines generally serve customers with annual revenue between $20 million and $500 million. National Dealer Services primarily provides floor plan inventory financing to auto dealerships, and the $395 million increase in average National Dealer Services commercial loans largely reflected the continued strong new car sales activity in 2016 and expansion of existing relationships. Customers in the Energy business line are engaged in three segments of the oil and gas business: exploration and production (E&P), midstream and energy services. The $629 million decrease in average Energy commercial loans in 2016 , compared to 2015 , primarily reflected Energy customers taking actions to reduce their bank borrowings through asset sales, capital market activities and reduced capital expenditures. For more information on Energy and related loans, refer to "Energy Lending" in the "Risk Management section of this financial review. The Technology and Life Sciences business line serves two segments: (1) private equity and venture capital firms, referred to as equity fund services, and (2) companies that are typically owned by venture-capital firms, where significant equity is invested to create products and build companies around new intellectual property. The $128 million increase in average Technology and Life Sciences commercial loans primarily reflected growth of $321 million in equity fund services, where the line of business provides capital call or subscription lines, along with other financial services.

F-17
Table of Contents

Corporate Banking generally serves customers with revenue over $500 million, and the $225 million decrease in average Corporate Banking commercial loan balances generally reflected the Corporation's continued pricing and structure discipline in the competitive environment. Mortgage Banker Finance provides short-term, revolving lines of credit to independent mortgage banking companies and therefore balances tend to reflect the level of home sales and refinancing activity in the market as a whole. The $337 million increase in average Mortgage Banker Finance commercial loans reflected higher average home sales volume and increased refinancing activity in 2016, compared to 2015, as well as new and expanded relationships.
Commercial real estate loans comprise real estate construction loans and commercial mortgage loans. Real estate construction loans primarily include loans in the Commercial Real Estate business line, which generally serves commercial real estate developers. Commercial mortgage loans are loans where the primary collateral is a lien on any real property and are primarily loans secured by owner occupied real estate. Real property is generally considered primary collateral if the value of that collateral represents more than 50 percent of the commitment at loan approval. The $908 million increase in average commercial real estate loans primarily reflected construction draws and term financing, mainly with existing customers who are proven developers on projects with favorable risk profiles.
ANALYSIS OF INVESTMENT SECURITIES PORTFOLIO (FTE)
 
Maturity (a)
Weighted
Average
Maturity
(dollar amounts in millions)
Within 1 Year
1 - 5 Years
5 - 10 Years
After 10 Years
Total
December 31, 2016
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Years
U.S. Treasury and other U.S. government agency securities
$
30

0.83
%
$
2,749

1.58
%
$
—

—
%
$
—

—
%
$
2,779

1.57
%
3.0

Residential mortgage-backed securities (b)
—

—

98

2.10

1,763

2.74

7,593

1.98

9,454

2.12

18.0

State and municipal securities (c)
—

—

—

—

2

1.83

5

1.83

7

1.83

11.6

Equity and other non-debt securities:
 
 
 
 
 
 
 
 
 
 
 
Auction-rate preferred securities (d)
—

—

—

—

—

—

47

1.52

47

1.52

—

Money market and other mutual funds (e)
—

—

—

—

—

—

82

—

82

—

—

Total investment securities
$
30

0.83
%
$
2,847

1.60
%
$
1,765

2.73
%
$
7,727

1.98
%
$
12,369

2.00
%
14.7

(a) Based on final contractual maturity.
(b) Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
(c) Auction-rate securities.
(d) Auction-rate preferred securities have no contractual maturity; balances are excluded from the calculation of total weighted average maturity.
(e) Balances are excluded from the calculation of total yield and weighted average maturity.
Investment Securities
Investment securities decrease d $131 million to $12.4 billion at December 31, 2016 , from $12.5 billion at December 31, 2015 , including a $70 million decline in fair value. Net unrealized losses on investment securities available-for-sale were $42 million at December 31, 2016 , compared to net unrealized gains of $28 million at December 31, 2015 . At December 31, 2016 , the weighted-average expected life of the Corporation's residential mortgage-backed securities portfolio was approximately 4.0 years. On an average basis, investment securities increase d $2.1 billion to $12.3 billion in 2016 , compared to $10.2 billion in 2015 , primarily reflecting the purchase of approximately $2.2 billion of U.S. Treasury securities in the fourth quarter 2015, largely from the reinvestment of Federal Reserve Bank deposits into higher yielding securities.
As of December 31, 2016 , the Corporation's auction-rate securities portfolio was carried at an estimated fair value of $54 million , compared to $77 million at December 31, 2015 . During 2016 , auction-rate securities with a par value of $23 million were redeemed or sold, resulting in an insignificant amount of net securities gains. As of December 31, 2016 , approximately 96 percent of the aggregate auction-rate securities par value had been redeemed or sold since the portfolio was acquired in 2008, for a cumulative net gain of $52 million .
Interest-Bearing Deposits with Banks and Other Short-Term Investments
Interest-bearing deposits with banks primarily include deposits with the FRB and also include deposits with banks in developed countries or international banking facilities of foreign banks located in the United States. Other short-term investments include federal funds sold, trading securities and loans held-for-sale. Substantially all trading securities are deferred compensation plan assets. Loans held-for-sale typically represent residential mortgage loans originated with management's intention to sell and, from time to time, other loans that are transferred to held-for-sale. Federal funds sold offer supplemental earnings opportunities and serve correspondent banks. Interest-bearing deposits with banks and federal funds sold provide a range of maturities of less than one year and are mostly used to manage liquidity requirements of the Corporation. Interest-bearing deposits with banks increased $1.0 billion to $6.0 billion at December 31, 2016 . Other short-term investments decreased $21 million to $92 million at December 31, 2016 . On an average basis, interest-bearing deposits decreased $1.1 billion to $5.1 billion in 2016 , compared to $6.2 billion in 2015 , primarily reflecting a $1.1 billion decrease in average deposits with the FRB.

F-18
Table of Contents

DEPOSITS AND BORROWED FUNDS
The Corporation's average deposits and borrowed funds balances are detailed in the following table.
(dollar amounts in millions)
 
 
 
 
 
 
Percent
Change
Years Ended December 31
2016
 
2015
 
Change
 
Noninterest-bearing deposits
$
29,751

 
$
28,087

 
$
1,664

 
6
 %
Money market and interest-bearing checking deposits
22,744

 
24,073

 
(1,329
)
 
(6
)
Savings deposits
2,013

 
1,841

 
172

 
9

Customer certificates of deposit
3,200

 
4,209

 
(1,009
)
 
(24
)
Foreign office time deposits
33

 
116

 
(83
)
 
(72
)
Total deposits
$
57,741

 
$
58,326

 
$
(585
)
 
(1
)%
Short-term borrowings
$
138

 
$
93

 
$
45

 
48
 %
Medium- and long-term debt
4,917

 
2,905

 
2,012

 
69

Total borrowed funds
$
5,055

 
$
2,998

 
$
2,057

 
69
 %
Average deposits decreased $585 million , or 1 percent , to $57.7 billion in 2016 , compared to $58.3 billion in 2015 , reflecting a $1.7 billion , or 6 percent , increase in noninterest-bearing deposits and a $2.2 billion , or 7 percent , decrease in interest-bearing deposits. The decrease in average deposits primarily reflected purposeful pricing discipline and strategic actions in light of new LCR rules, with the largest decreases in Municipalities ($1.1 billion) (a general Middle Market business), Corporate Banking ($460 million) and the Financial Services Division ($359 million) (a general Middle Market business), partially offset by increases in the remaining general Middle Market businesses ($645 million) and Retail Banking ($682 million). By market, average deposits decreased in Texas ( $714 million ), California ( $355 million ), and Michigan ( $66 million ), partially offset by an increase in Other Markets ( $602 million ). At December 31, 2016 , total deposits were $59.0 billion , a decrease of $868 million , or 1 percent , compared to $59.9 billion at December 31, 2015 , reflecting a $701 million , or 2 percent , increase in noninterest-bearing deposits and a $1.6 billion , or 5 percent , decrease in interest-bearing deposits.
Short-term borrowings primarily include federal funds purchased, short-term Federal Home Loan Bank (FHLB) advances, and securities sold under agreements to repurchase. Average short-term borrowings increase d $45 million , to $138 million in 2016 , compared to $93 million in 2015 , primarily reflecting the January 2016 issuance of $500 million of 3-month FHLB advances, partially offset by a decrease in securities sold under agreements to repurchase. Total short-term borrowings at December 31, 2016 were $25 million , an increase of $2 million compared to $23 million at December 31, 2015 .
Average medium- and long-term debt increased $2.0 billion , or 69 percent , to $4.9 billion in 2016 , compared to $2.9 billion in 2015 . The Corporation uses medium- and long-term debt to provide funding to support earning assets, liquidity and regulatory capital. Total medium- and long-term debt at December 31, 2016 increased $2.1 billion to $5.2 billion , compared to $3.1 billion at December 31, 2015 . The increase resulted primarily from the addition of $2.8 billion of 10-year FHLB advances in the second quarter 2016.
Further information on medium- and long-term debt is provided in Note 12 to the consolidated financial statements.
CAPITAL
Total shareholders' equity increased $236 million to $7.8 billion at December 31, 2016 , compared to $7.6 billion at December 31, 2015 . The following table presents a summary of changes in total shareholders' equity in 2016 .
(in millions)
   
 
 
Balance at January 1, 2016
 
 
$
7,560

Net income
 
 
477

Cash dividends declared on common stock
 
 
(154
)
Purchase of common stock
 
 
(310
)
Other comprehensive income (loss):
 
 
 
Investment securities available-for-sale
$
(42
)
 
 
Defined benefit and other postretirement plans
88

 
 
Total other comprehensive income (loss)
 
 
46

Issuance of common stock under employee stock plans
 
 
143

Share-based compensation
 
 
34

Balance at December 31, 2016
 
 
$
7,796

Further information about other comprehensive income (loss) is provided in the consolidated statements of comprehensive income and Note 14 to the consolidated financial statements.

F-19
Table of Contents

During January 2017, 1.5 million shares were issued under share-based compensation plans as a result of employee stock option exercises and vesting of restricted shares. The discrete tax benefit recognized as a result of these issuances was approximately $14 million. Tax benefits that will be recognized for the remainder of the year will depend upon employee stock option activity and the market value of the Corporation’s stock on the option exercise and stock award vesting dates. Additiona lly during January 2017, the Corporation repurchased approximately 600,000 common shares under its share repurchase program.
Diluted net income per share includes the net effect of the assumed exercise of outstanding stock options and warrants. The Corporation’s average stock price for January 2017 was $68 compared to $46 for full-year 2016, resulting in an increase of approximately 2 million diluted average common shares. The impact on diluted net income per share from exercisable stock options and warrants outstanding for the remainder of the year will depend upon the Corporation’s stock price and exercise activity.
The Federal Reserve completed its 2016 Comprehensive Capital Analysis and Review (CCAR) in June 2016 and did not object to the Corporation's 2016 / 2017 capital plan and the capital distributions contemplated in the plan for the period ending June 30, 2017. The plan includes equity repurchases of up to $440 million for the four-quarter period ending June 30, 2017 . At December 31, 2016 , up to $244 million remained available for equity repurchases under the plan. Share repurchases totaled $303 million ( 6.6 million shares) in 2016. The timing and ultimate amount of future equity repurchases will be subject to various factors, including the Corporation's overall capital position, financial performance and market conditions, including interest rates. Restructuring charges associated with the GEAR Up initiative are not expected to impact the pace of repurchases. The 2017 capital plan will be submitted to the Federal Reserve for review in April 2017 and a response is expected in June 2017 .
In July 2016 , the Board of Directors of the Corporation (the Board) authorized the repurchase of up to an additional 10.0 million shares of Comerica Incorporated outstanding common stock, in addition to the 5.7 million shares remaining at June 30, 2016 under the Board's prior authorizations for the equity repurchase program initially approved in November 2010. Including the July 2016 authorization, a total of 50.3 million shares and 14.1 million warrants ( 12.1 million share-equivalents) have been authorized for repurchase under the equity repurchase program since its inception in 2010. There is no expiration date for the Corporation's equity repurchase program.
In April 2016, the Board approved a 1-cent increase in the quarterly common dividend, to $0.22 per share, and in July 2016, the Board further increased the quarterly dividend to $0.23 per share. The Corporation declared common dividends in 2016 totaling $154 million , or $0.89 per share, on net income of $477 million , compared to common dividends totaling $0.83 per share in 2015 . The dividend payout ratio, calculated on a per share basis, was 32 percent in 2016 , compared to 28 percent in 2015 . Including share repurchases under the equity repurchase program, the total payout to shareholders was 96 percent in 2016 , compared to 75 percent in 2015 .

F-20
Table of Contents

The following table summarizes the Corporation’s equity repurchase activity for the year ended December 31, 2016 .
(shares in thousands)
Total Number of Shares and Warrants Purchased as 
Part of Publicly Announced Repurchase Plans or Programs (a)
 
Remaining
Repurchase
Authorization (b)
 
Total Number
of Shares
Purchased (c)
 
Average Price
Paid Per 
Share
Total first quarter 2016
1,183

 
15,721

 
1,393

 
$
35.26

Total second quarter 2016
1,483

 
14,238

 
1,488

 
43.78

Total third quarter 2016
2,123

 
22,114

(d)
2,134

 
45.66

October 2016
839

 
19,575

 
842

 
49.88

November 2016
644

 
17,834

 
645

 
57.10

December 2016
302

 
15,694

 
307

 
67.27

Total fourth quarter 2016
1,785

 
15,694

 
1,794

 
55.45

Total 2016
6,574

 
15,694

 
6,809

 
$
45.70

(a)
The Corporation made no repurchases of warrants under the repurchase program during the year ended December 31, 2016 . Upon exercise of a warrant, the number of shares with a value equal to the aggregate exercise price is withheld from an exercising warrant holder as payment (known as a "net exercise provision"). During the year ended December 31, 2016 , the Corporation withheld the equivalent of approximately 2,319,000 shares to cover an aggregate of $68.2 million in exercise price and issued approximately 2,317,000 shares to the exercising warrant holders. Shares withheld in connection with the net exercise provision are not included in the total number of shares or warrants purchased in the above table.
(b)
Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs.
(c)
Includes approximately 235,000 shares (including 9,000 shares for the quarter ended December 31, 2016 ) 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 and 26 shares purchased by affiliated purchasers through employee benefits plan transactions during the year ended December 31, 2016 . These transactions are not considered part of the Corporation's repurchase program.
(d)
Includes July 26, 2016 equity repurchase authorization for up to an additional 10 million shares.
The Corporation periodically conducts stress tests to evaluate potential impacts to the Corporation's forecasted financial condition under various economic scenarios and business conditions. These stress tests are a normal part of the Corporation's overall risk management and capital planning process and are part of the forecasting process used by the Corporation to conduct the enterprise-wide stress test that was part of CCAR. For additional information about risk management processes, refer to the "Risk Management" section of this financial review.
The U.S. adoption of the Basel III regulatory capital framework (Basel III) became effective for the Corporation on January 1, 2015. Basel III includes a more stringent definition of capital and introduces a new common equity Tier 1 (CET1) capital requirement; sets forth two comprehensive methodologies for calculating risk-weighted assets (RWA), a standardized approach and an advanced approach; introduces two new capital buffers, a conservation buffer and a countercyclical buffer (applicable to advanced approach entities); establishes a new supplemental leverage ratio (applicable to advanced approach entities); and sets out minimum capital ratios and overall capital adequacy standards. Certain deductions and adjustments to regulatory capital phase in and will be fully implemented on January 1, 2018. The capital conservation buffer is being phased in beginning January 1, 2016 and will be fully implemented on January 1, 2019.
Under Basel III, CET1 capital predominantly includes common shareholders' equity, less certain deductions for goodwill, intangible assets and deferred tax assets that arise from net operating losses and tax credit carry-forwards. Additionally, the Corporation has elected to permanently exclude capital in accumulated other comprehensive income (AOCI) related to debt and equity securities classified as available-for-sale as well as for defined benefit postretirement plans from CET1, an option available to standardized approach entities under Basel III. Tier 1 capital incrementally includes noncumulative perpetual preferred stock. Tier 2 capital includes Tier 1 capital as well as subordinated debt qualifying as Tier 2 and qualifying allowance for credit losses. Certain deductions and adjustments to CET1 capital, Tier 1 capital and Tier 2 capital are subject to phase-in through December 31, 2017.
The Corporation computes RWA using the standardized approach. Under the standardized approach, RWA is generally based on supervisory risk-weightings which vary by counterparty type and asset class. Under the Basel III standardized approach, capital is required for credit risk RWA, to cover the risk of unexpected losses due to failure of a customer or counterparty to meet its financial obligations in accordance with contractual terms; and if trading assets and liabilities exceed certain thresholds, capital is also required for market risk RWA, to cover the risk of losses due to adverse market movements or from position-specific factors.

F-21
Table of Contents

The following table presents the minimum ratios required to be considered "adequately capitalized" as of December 31, 2016 and December 31, 2015 .
 
December 31, 2016
December 31, 2015
Common equity tier 1 capital to risk-weighted assets
 
4.50
%
(a)
 
4.50
%
 
Tier 1 capital to risk-weighed assets
 
6.00

(a)
 
6.00

 
Total capital to risk-weighted assets
 
8.00

(a)
 
8.00

 
Capital conservation buffer
 
0.625

(a)
 
—

 
Tier 1 capital to adjusted average assets (leverage ratio)
 
4.00

 
 
4.00

 
(a)
In addition to the minimum risk-based capital requirements, the Corporation is required to maintain a minimum capital conservation buffer in the form of common equity, in order to avoid restrictions on capital distributions and discretionary bonuses. The required amount of the capital conservation buffer, is being phased in beginning at 0.625% on January 1, 2016 and ultimately increasing to 2.5% on January 1, 2019.
The Corporation's capital ratios exceeded minimum regulatory requirements as follows:
 
December 31, 2016
 
December 31, 2015
(dollar amounts in millions)
Capital/Assets
 
Ratio
 
Capital/Assets
 
Ratio
Common equity tier 1 and tier 1 risk-based
$
7,540

 
11.09
%
 
$
7,350

 
10.54
%
Total risk-based
9,018

 
13.27

 
8,852

 
12.69

Leverage
7,540

 
10.18

 
7,350

 
10.22

Common equity
7,796

 
10.68

 
7,560

 
10.52

Tangible common equity (a)
7,151

 
9.89

 
6,911

 
9.70

Risk-weighted assets
67,966

 
 
 
69,731

 
 
(a)
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
At December 31, 2016 , the Corporation and its U.S. banking subsidiaries exceeded the capital ratios required for an institution to be considered “well capitalized” by the standards developed under the Federal Deposit Insurance Corporation Improvement Act of 1991. Refer to Note 20 to the consolidated financial statements for further discussion of regulatory capital requirements and capital ratio calculations.


F-22
Table of Contents

RISK MANAGEMENT
As a result of conducting business in the normal course, the Corporation assumes various types of risk. The Corporation's enterprise risk framework provides a process for identifying, measuring, controlling and managing these risks. This framework incorporates a risk assessment process, a collection of risk committees that manage the Corporation's major risk elements, and a risk appetite statement that outlines the levels and types of risks the Corporation accepts. The Corporation continuously enhances its enterprise risk framework with additional processes, tools and systems designed to not only provide management with deeper insight into the Corporation's various existing and emerging risks in accordance with its appetite for risk, but also to improve the Corporation's ability to control those risks and ensure that appropriate consideration is received for the risks taken.
The Corporation’s front line employees, the first line of defense, are responsible for the day to day management of risks including the identification, assessment, measurement and control of risks encountered as a part of the normal course of business. Risks are further monitored, measured and controlled by the second line of defense, specialized risk managers for each of the major risk categories who aid in the identification, measurement, and control of organizational risks. The majority of these risk managers report into the Office of Enterprise Risk. The Office of Enterprise Risk, led by the Chief Risk Officer, is responsible for designing and managing the Corporation’s enterprise risk framework and ensures effective risk management oversight. Risk management committees serve as a point of review and escalation for those risks which may have risk interdependencies or where risk levels may be nearing the limits outlined in the Corporation’s risk appetite statement. These committees comprise senior and executive management that represent views from both the lines of business and risk management. Internal Audit, the third line of defense, monitors and assesses the overall effectiveness of the risk management framework on an ongoing basis and provides an independent assessment of the Corporation’s ability to manage and control risk to management and the Audit Committee of the Board.
The Enterprise-Wide Risk Management Committee, established by the Enterprise Risk Committee of the Board, is responsible for governance over the risk management framework, providing oversight in managing the Corporation's aggregate risk position and reporting on the comprehensive portfolio of risks as well as the potential impact these risks can have on the Corporation's risk profile and resulting capital level. The Enterprise-Wide Risk Management Committee is principally composed of senior officers and executives representing the different risk areas and business units who are appointed by the Chairman and Chief Executive Officer of the Corporation.
The Board's Enterprise Risk Committee meets quarterly and is chartered to assist the Board in promoting the best interests of the Corporation by overseeing policies, procedures and risk practices relating to enterprise-wide risk and ensuring compliance with bank regulatory obligations. Members of the Enterprise Risk Committee are selected such that the committee comprises individuals whose experiences and qualifications can lead to broad and informed views on risk matters facing the Corporation and the financial services industry. These include, but are not limited to, existing and emerging risk matters related to credit, market, liquidity, operational, compliance and strategic conditions. A comprehensive risk report is submitted to the Enterprise Risk Committee each quarter providing management's view of the Corporation's aggregate risk position.
Further discussion and analyses of each major risk area are included in the following sub-sections of the Risk Management section in this financial review.
CREDIT RISK
Credit risk represents the risk of loss due to failure of a customer or counterparty to meet its financial obligations in accordance with contractual terms. The governance structure is administered through the Strategic Credit Committee. The Strategic Credit Committee is chaired by the Chief Credit Officer and approves recommendations to address credit risk matters through credit policy, credit risk management practices, and required credit risk actions. The Strategic Credit Committee also ensures a comprehensive reporting of credit risk levels and trends, including exception levels, along with identification and mitigation of emerging risks. In order to facilitate the corporate credit risk management process, various other corporate functions provide the resources for the Strategic Credit Committee to carry out its responsibilities. The Corporation manages credit risk through underwriting and periodically reviewing and approving its credit exposures using approved credit policies and guidelines. Additionally, the Corporation manages credit risk through loan portfolio diversification, limiting exposure to any single industry, customer or guarantor, and selling participations and/or syndicating credit exposures above those levels it deems prudent to third parties.
Credit Administration manages credit policy and provides the resources to manage the line of business transactional credit risk, assuring that all exposure is risk rated according to the requirements of the credit risk rating policy and providing business segment reporting support as necessary. The Corporation's Asset Quality Review function, a division of Internal Audit, audits the accuracy of internal risk ratings that are assigned by the lending and credit groups. The Special Assets Group is responsible for managing the recovery process on distressed or defaulted loans and loan sales.

F-23
Table of Contents

Portfolio Risk Analytics, within the Office of Enterprise Risk, provides comprehensive reporting on portfolio credit risk levels and trends, continuous assessment and verification of risk rating models, quarterly calculation of the allowance for loan losses and the allowance for credit losses on lending-related commitments, and calculation of economic credit risk capital.
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
 
2013
 
2012
Balance at beginning of year
$
634

 
$
594

 
$
598

 
$
629

 
$
726

Loan charge-offs:
 
 
 
 
 
 
 
 
 
Commercial
181

 
139

 
59

 
91

 
112

Real estate construction
—

 
—

 
—

 
3

 
8

Commercial mortgage
3

 
3

 
22

 
36

 
89

Lease financing
—

 
1

 
—

 
—

 
—

International
23

 
14

 
6

 
—

 
3

Residential mortgage
—

 
1

 
2

 
4

 
13

Consumer
7

 
10

 
13

 
19

 
20

Total loan charge-offs
214

 
168

 
102

 
153

 
245

Recoveries:
 
 
 
 
 
 
 
 
 
Commercial
43

 
33

 
34

 
42

 
39

Real estate construction
—

 
1

 
4

 
7

 
6

Commercial mortgage
20

 
21

 
28

 
20

 
18

Lease financing
—

 
—

 
2

 
1

 
—

International
—

 
—

 
—

 
—

 
2

Residential mortgage
1

 
2

 
4

 
4

 
2

Consumer
4

 
11

 
5

 
6

 
8

Total recoveries
68

 
68

 
77

 
80

 
75

Net loan charge-offs
146

 
100

 
25

 
73

 
170

Provision for loan losses
241

 
142

 
22

 
42

 
73

Foreign currency translation adjustment
1

 
(2
)
 
(1
)
 
—

 
—

Balance at end of year
$
730

 
$
634

 
$
594

 
$
598

 
$
629

Net loan charge-offs during the year as a percentage of average loans outstanding during the year
0.30
%
 
0.21
%
 
0.05
%
 
0.16
%
 
0.39
%
Allowance for Credit Losses
The allowance for credit losses includes both the allowance for loan losses and the allowance for credit losses on lending-related commitments. The allowance for loan losses represents management's assessment of probable, estimable losses inherent in the Corporation's loan portfolio. The allowance for credit losses on lending-related commitments, included in "accrued expenses and other liabilities" on the consolidated balance sheets, provides for probable losses inherent in lending-related commitments, including unused commitments to extend credit and standby letters of credit. Refer to Note 1 to the consolidated financial statements for a discussion of the methodology used in the determination of the allowance for credit losses.
After a weak first half of 2016, U.S. economic growth improved in the second half of the year. Real Gross Domestic Product (GDP) growth stepped up to 3.5 percent in third quarter 2016. The Federal Reserve responded to the improving U.S. economic data in the third quarter 2016 by raising the federal funds rate range by 25 basis points in December 2016. There is significant economic and financial market uncertainty associated with the expected policies of the Trump Administration. Overall, the expectations are the policies will be positive for the economy and support stronger growth in 2017. Labor market indicators remain positive at the start of 2017. Pricing conditions for commodity-based industries continue to be stressed due to the strengthening U.S. dollar; however, petroleum-related prices are increasing due to more coordination from OPEC countries to constrain the supply of oil. The gain in oil prices through the second half of 2016 has helped to stabilize parts of the energy sector. Measurements of both consumer and business confidence have improved. U.S. auto sales were strong at year-end reaching an 18.4 million unit pace in December 2016. Auto sales are expected to ease from that pace but remain strong in 2017.
An analysis of the coverage of the allowance for loan losses is provided in the following table.
Years Ended December 31
2016
 
2015
 
2014
Allowance for loan losses as a percentage of total loans at end of year
1.49
%
 
1.29
%
 
1.22
%
Allowance for loan losses as a percentage of total nonperforming loans at end of year
124

 
167

 
205

Allowance for loan losses as a multiple of total net loan charge-offs for the year
5.0x

 
6.3x

 
23.5x


F-24
Table of Contents

The allowance for loan losses was $730 million at December 31, 2016 , compared to $634 million at December 31, 2015 , an increase of $96 million , or 15 percent . The increase in the allowance for loan losses primarily reflected an increase in reserves allocated for Energy and energy-related loans, partially offset by improved credit quality in the remainder of the portfolio. The increase in reserves for Energy and energy-related exposure reflected additional negative migration into criticized loans, primarily in the first quarter 2016, due to the deteriorating financial condition and increased leverage of these borrowers, as well as an increased loss estimate in the event of default.
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
 
2016
 
2015
 
2014
 
2013
 
2012
(dollar amounts in millions)
Allocated
Allowance
Allowance
Ratio (a)
% (b)
 
Allocated
Allowance
% (b)
 
Allocated
Allowance
% (b)
 
Allocated
Allowance
% (b)
 
Allocated
Allowance
% (b)
December 31
 
 
 
 
Business loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
547

1.77
%
63
%
 
$
448

65
%
 
$
379

65
%
 
$
340

63
%
 
$
293

63
%
Real estate construction
21

0.72

6

 
12

4

 
20

4

 
16

4

 
16

3

Commercial mortgage
93

1.05

18

 
93

18

 
120

18

 
159

19

 
227

21

Lease financing
5

0.81

1

 
3

1

 
2

1

 
4

2

 
4

2

International
16

1.30

3

 
23

3

 
13

3

 
12

3

 
12

3

Total business loans
682

1.53

91

 
579

91

 
534

91

 
531

91

 
552

92

Retail loans
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
11

0.54

4

 
14

4

 
14

4

 
17

4

 
20

3

Consumer
37

1.49

5

 
41

5

 
46

5

 
50

5

 
57

5

Total retail loans
48

1.08

9

 
55

9

 
60

9

 
67

9

 
77

8

Total loans
$
730

1.49
%
100
%
 
$
634

100
%
 
$
594

100
%
 
$
598

100
%
 
$
629

100
%
(a)
Allocated allowance as a percentage of related loans outstanding.
(b)
Loans outstanding as a percentage of total loans.
The allowance for credit losses on lending-related commitments includes specific allowances, based on individual evaluations of certain letters of credit in a manner consistent with business loans, and allowances based on the pool of the remaining letters of credit and all unused commitments to extend credit within each internal risk rating.
The allowance for credit losses on lending-related commitments was $41 million at December 31, 2016 compared to $45 million at December 31, 2015 . The $4 million decrease in the allowance for credit losses on lending-related commitments primarily reflected the impact of decreases in unfunded commitments and letters of credit exposure, partially offset by credit quality deterioration in Energy and energy-related unfunded commitments and issued letters of credit. An analysis of changes in the allowance for credit losses on lending-related commitments is presented below.
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
 
2013
 
2012
Balance at beginning of year
$
45

 
$
41

 
$
36

 
$
32

 
$
26

Charge-offs on lending-related commitments (a)
(11
)
 
(1
)
 
—

 
—

 
—

Provision for credit losses on lending-related commitments
7

 
5

 
5

 
4

 
6

Balance at end of year
$
41

 
$
45

 
$
41

 
$
36

 
$
32

(a)    Charge-offs result from the sale of unfunded lending-related commitments.
For additional information regarding the allowance for credit losses, refer to the "Critical Accounting Policies" section of this financial review and Notes 1 and 4 to the consolidated financial statements. For additional information regarding Energy and energy-related exposures, refer to "Energy Lending" subheading later in this section.
Nonperforming Assets
Nonperforming assets include loans on nonaccrual status, troubled debt restructured loans (TDRs) which have been renegotiated to less than the original contractual rates (reduced-rate loans) and foreclosed property. TDRs include performing and nonperforming loans. Nonperforming TDRs are either on nonaccrual or reduced-rate status.

F-25
Table of Contents

SUMMARY OF NONPERFORMING ASSETS AND PAST DUE LOANS
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
December 31
2016
 
2015
 
2014
 
2013
 
2012
Nonaccrual loans:
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
Commercial
$
445

 
$
238

 
$
109

 
$
81

 
$
103

Real estate construction
—

 
1

 
2

 
21

 
33

Commercial mortgage
46

 
60

 
95

 
156

 
275

Lease financing
6

 
6

 
—

 
—

 
3

International
14

 
8

 
—

 
4

 
—

Total nonaccrual business loans
511

 
313

 
206

 
262

 
414

Retail loans:
 
 
 
 
 
 
 
 
 
Residential mortgage
39

 
27

 
36

 
53

 
70

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
28

 
27

 
30

 
31

 
31

Other consumer
4

 
—

 
1

 
4

 
4

Total consumer
32

 
27

 
31

 
35

 
35

Total nonaccrual retail loans
71

 
54

 
67

 
88

 
105

Total nonaccrual loans
582

 
367

 
273

 
350

 
519

Reduced-rate loans
8

 
12

 
17

 
24

 
22

Total nonperforming loans
590

 
379

 
290

 
374

 
541

Foreclosed property
17

 
12

 
10

 
9

 
54

Total nonperforming assets
$
607

 
$
391

 
$
300

 
$
383

 
$
595

Gross interest income that would have been recorded had the nonaccrual and reduced-rate loans performed in accordance with original terms
$
38

 
$
27

 
$
25

 
$
34

 
$
62

Interest income recognized
6

 
5

 
6

 
5

 
5

Nonperforming loans as a percentage of total loans
1.20
%
 
0.77
%
 
0.60
%
 
0.82
%
 
1.17
%
Nonperforming assets as a percentage of total loans and foreclosed property
1.24

 
0.80

 
0.62

 
0.84

 
1.29

Loans past due 90 days or more and still accruing
$
19

 
$
17

 
$
5

 
$
16

 
$
23

Loans past due 90 days or more and still accruing as a percentage of total loans
0.04
%
 
0.03
%
 
0.01
%
 
0.03
%
 
0.05
%
Nonperforming assets increased $216 million to $607 million at December 31, 2016 , from $391 million at December 31, 2015 . The increase in nonperforming assets primarily reflected increases of $207 million in nonaccrual commercial loans, largely the result of a $212 million increase in nonaccrual Energy and energy-related loans. Nonperforming assets were 1.24 percent of total loans and foreclosed property at December 31, 2016 , compared to 0.80 percent at December 31, 2015 .
The following table presents a summary of TDRs at December 31, 2016 and 2015 .
(in millions)
 
 
 
December 31
2016
 
2015
Nonperforming TDRs:
 
 
 
Nonaccrual TDRs
$
225

 
$
100

Reduced-rate TDRs
8

 
12

Total nonperforming TDRs
233

 
112

Performing TDRs (a)
94

 
128

Total TDRs
$
327

 
$
240

(a)
TDRs that do not include a reduction in the original contractual interest rate which are performing in accordance with their modified terms.
At December 31, 2016 , nonaccrual TDRs and performing TDRs included $141 million and $60 million of Energy and energy-related loans, respectively, an increase of $80 million and a decrease of $20 million , respectively, compared to December 31, 2015 .

F-26
Table of Contents

The following table presents a summary of changes in nonaccrual loans.
(in millions)
 
 
 
Years Ended December 31
2016
 
2015
Balance at beginning of period
$
367

 
$
273

Loans transferred to nonaccrual (a)
718

 
358

Nonaccrual business loan gross charge-offs (b)
(207
)
 
(132
)
Loans transferred to accrual status (a)
—

 
(4
)
Nonaccrual business loans sold (c)
(73
)
 
(3
)
Payments/other (d)
(223
)
 
(125
)
Balance at end of period
$
582

 
$
367

(a) Based on an analysis of nonaccrual loans with book balances greater than $2 million.
(b) Analysis of gross loan charge-offs:
 
 
 
Nonaccrual business loans
$
207

 
$
132

Performing business loans
—

 
25

Retail loans
7

 
11

Total gross loan charge-offs
$
214

 
$
168

(c) Analysis of loans sold:
 
 
 
Nonaccrual business loans
$
73

 
$
3

Performing criticized loans
—

 
10

Total criticized loans sold
$
73

 
$
13

(d) Includes net changes related to nonaccrual loans with balances less than $2 million, payments on nonaccrual loans with book balances greater than $2 million, transfers of nonaccrual loans to foreclosed property and retail loan gross charge-offs. Excludes business loan gross charge-offs and nonaccrual business loans sold.
There were 56 borrowers with balances greater than $2 million, totaling $718 million , transferred to nonaccrual status in 2016 , an increase of $360 million when compared to $358 million in 2015 . Of the transfers to nonaccrual greater than $2 million in 2016 , $543 million were Energy and energy-related, compared to $226 million in 2015.
The following table presents the composition of nonaccrual loans by balance and the related number of borrowers at December 31, 2016 and 2015 .
 
2016
 
2015
(dollar amounts in millions)
Number of
Borrowers
 
Balance
 
Number of
Borrowers
 
Balance
Under $2 million
1,152

 
$
95

 
1,300

 
$
112

$2 million - $5 million
18

 
57

 
12

 
34

$5 million - $10 million
9

 
60

 
8

 
57

$10 million - $25 million
14

 
234

 
4

 
58

Greater than $25 million
4

 
136

 
3

 
106

Total
1,197

 
$
582

 
1,327

 
$
367


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Table of Contents

The following table presents a summary of nonaccrual loans at December 31, 2016 and loans transferred to nonaccrual and net loan charge-offs for the year ended December 31, 2016 , based on North American Industry Classification System (NAICS) categories.
 
December 31, 2016
 
Year Ended December 31, 2016
(dollar amounts in millions)
Nonaccrual Loans
 
Loans Transferred to
Nonaccrual (a)
 
Net Loan Charge-Offs (Recoveries)
Industry Category
 
 
Mining, Quarrying and Oil & Gas Extraction (b)
$
335

 
58
%
 
$
476

 
66
%
 
$
91

 
62
 %
Manufacturing (b)
64

 
11

 
87

 
12

 
28

 
19

Residential Mortgage
39

 
8

 
16

 
2

 
(1
)
 
(1
)
Services (b)
31

 
5

 
28

 
4

 
9

 
6

Real Estate and Home Builders
20

 
3

 
—

 
—

 
(15
)
 
(10
)
Health Care and Social Assistance
18

 
3

 
—

 
—

 
—

 
—

Wholesale Trade
13

 
2

 
39

 
6

 
6

 
4

Holding and Other Investment Companies
9

 
2

 
—

 
—

 
(1
)
 
(1
)
Transportation and Warehousing (b)
7

 
1

 
24

 
3

 
11

 
8

Retail Trade
4

 
1

 
8

 
1

 
6

 
4

Information and Communication
3

 
—

 
7

 
1

 
1

 
1

Contractors
1

 
—

 
19

 
3

 
11

 
8

Other (c)
38

 
6

 
14

 
2

 
—

 
—

Total
$
582

 
100
%
 
$
718

 
100
%
 
$
146

 
100
 %
(a)
Based on an analysis of nonaccrual loans with book balances greater than $2 million.
(b)
Included nonaccrual Energy and energy-related loans of approximately $335 million in Mining, Quarrying and Oil & Gas Extraction, $16 million in Services, $15 million in Manufacturing and $7 million in Transportation and Warehousing at December 31, 2016 .
(c)
Consumer, excluding residential mortgage and certain personal purpose nonaccrual loans and net charge-offs, is included in the “Other” category.
Loans past due 90 days or more and still accruing interest generally represent loans that are well collateralized and in the process of collection. Loans past due 90 days or more increased $2 million to $19 million at December 31, 2016 , compared to $17 million at December 31, 2015 . Loans past due 30-89 days totaled $129 million at both December 31, 2016 and 2015 . An aging analysis of loans included in Note 4 to the consolidated financial statements provides further information about the balances comprising past due loans.
The following table presents a summary of total criticized loans. The Corporation's criticized list is consistent with the Special Mention, Substandard and Doubtful categories defined by regulatory authorities. Criticized loans with balances of $2 million or more on nonaccrual status or whose terms have been modified in a TDR are individually subjected to quarterly credit quality reviews, and the Corporation may establish specific allowances for such loans. A table of loans by credit quality indicator included in Note 4 to the consolidated financial statements provides further information about the balances comprising total criticized loans.
(dollar amounts in millions)
 
 
 
 
December 31
2016
 
 
2015
Total criticized loans
$
2,856

 
 
$
3,193

As a percentage of total loans
5.8
%
 
 
6.5
%
The $337 million decrease in criticized loans from December 31, 2015 to December 31, 2016 included a $105 million decrease in criticized Energy and energy-related loans. For further information about criticized Energy and energy-related loans, refer to the "Energy Lending" subheading later in this section.
The following table presents a summary of changes in foreclosed property.
(in millions)
 
Years Ended December 31
2016
 
 
2015
Balance at beginning of period
$
12

 
 
$
10

Acquired in foreclosure
21

 
 
12

Write-downs
—

 
 
(1
)
Foreclosed property sold (a)
(16
)
 
 
(9
)
Balance at end of period
$
17

 
 
$
12

(a) Net gain on foreclosed property sold
$
4

 
 
$
3


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Table of Contents

For further information regarding the Corporation's nonperforming assets policies and impaired loans, refer to Note 1 and Note 4 to the consolidated financial statements.
Concentration of Credit Risk
Concentrations of credit risk may exist when a number of borrowers are engaged in similar activities, or activities in the same geographic region, and have similar economic characteristics that would cause them to be similarly impacted by changes in economic or other conditions. The Corporation has a concentration of credit risk with the automotive industry. All other industry concentrations, as defined by management, individually represented less than 10 percent of total loans at December 31, 2016 .
The following table presents a summary of loans outstanding to companies related to the automotive industry.
 
2016
 
2015
(in millions)
Loans
Outstanding
 
Percent of
Total Loans
 
Loans
Outstanding
 
Percent of
Total Loans
December 31
 
 
 
Production:
 
 
 
 
 
 
 
Domestic
$
968

 
 
 
$
892

 
 
Foreign
358

 
 
 
374

 
 
Total production
1,326

 
2.7
%
 
1,266

 
2.6
%
Dealer:
 
 
 
 
 
 
 
Floor plan
4,269

 
 
 
3,939

 
 
Other
2,854

 
 
 
2,634

 
 
Total dealer
7,123

 
14.5
%
 
6,573

 
13.4
%
Total automotive
$
8,449

 
17.2
%
 
$
7,839

 
16.0
%
Substantially all dealer loans are in the National Dealer Services business line. Loans in the National Dealer Services business line primarily include floor plan financing and other loans to automotive dealerships. Floor plan loans, included in “commercial loans” in the consolidated balance sheets, totaled $4.3 billion at December 31, 2016 , an increase of $330 million compared to $3.9 billion at December 31, 2015 . At December 31, 2016 other loans in the National Dealer Services business line totaled $2.9 billion , including $1.6 billion of owner-occupied commercial real estate mortgage loans, compared to $2.6 billion , including $1.7 billion of owner-occupied commercial real estate mortgage loans, at December 31, 2015 . Automotive lending also includes loans to borrowers involved with automotive production, primarily Tier 1 and Tier 2 suppliers. Loans to borrowers involved with automotive production totaled approximately $1.3 billion at both December 31, 2016 and 2015 .
December 31, 2016 , dealer loans, as shown in the table above, totaled $7.1 billion , of which approximately $4.3 billion , or 62 percent , were to foreign franchises, and $2.0 billion , or 27 percent , were to domestic franchises. Other dealer loans, totaling $672 million , or 10 percent , at December 31, 2016 , include obligations where a primary franchise was indeterminable, such as loans to large public dealership consolidators and rental car, leasing, heavy truck and recreation vehicle companies.
There were $1 million of nonaccrual loans to automotive borrowers at December 31, 2016 and none at December 31, 2015 . There were no automotive net loan charge-offs in 2016 and 2015 .
For further information regarding significant group concentrations of credit risk, refer to Note 5 to the consolidated financial statements.
Commercial Real Estate Lending
The following table summarizes the Corporation's commercial real estate loan portfolio by loan category.
(in millions)
 
 
 
December 31
2016
 
2015
Real estate construction loans:
 
 
 
Commercial Real Estate business line (a)
$
2,485

 
$
1,681

Other business lines (b)
384

 
320

Total real estate construction loans
$
2,869

 
$
2,001

Commercial mortgage loans:
 
 
 
Commercial Real Estate business line (a)
$
2,018

 
$
2,104

Other business lines (b)
6,913

 
6,873

Total commercial mortgage loans
$
8,931

 
$
8,977

(a)
Primarily loans to real estate developers.
(b)
Primarily loans secured by owner-occupied real estate.
The Corporation limits risk inherent in its commercial real estate lending activities by limiting exposure to those borrowers directly involved in the commercial real estate markets, diversifying credit risk by geography and project type, and maintaining

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Table of Contents

conservative policies on loan-to-value ratios for such loans. Commercial real estate loans, consisting of real estate construction and commercial mortgage loans, totaled $11.8 billion at December 31, 2016 , of which $4.5 billion , or 38 percent , were to borrowers in the Commercial Real Estate business line, which includes loans to real estate developers, an increase of $822 million compared to December 31, 2015 . The growth in Commercial Real Estate primarily reflected construction draws and term financing, mainly with existing customers who are proven developers, on projects with favorable risk characteristics (predominantly multifamily projects located in California and Texas). The remaining $7.3 billion , or 62 percent , of commercial real estate loans is to borrowers in other business lines and consisted primarily of owner-occupied commercial mortgages which bear credit characteristics similar to non-commercial real estate business loans. In the Texas market, commercial real estate loans totaled $3.1 billion at December 31, 2016 , of which $1.7 billion were to borrowers in the Commercial Real Estate business line. Substantially all of the remaining $1.4 billion were owner-occupied commercial mortgages. Loans in the Commercial Real Estate business line secured by properties located in Texas totaled $1.4 billion at December 31, 2016 , primarily including $922 million for multifamily projects and $228 million for retail projects. No loans in the Commercial Real Estate business line that were secured by properties located in Texas were on nonaccrual status at December 31, 2016 .
The real estate construction loan portfolio primarily contains loans made to long-time customers with satisfactory completion experience. Credit quality in the real estate construction loan portfolio was strong, with criticized loans of $3 million and $1 million at December 31, 2016 and 2015 , respectively, and no real estate construction loan charge-offs in 2016 and net recoveries of $1 million in 2015 .
Loans in the commercial mortgage portfolio generally mature within three to five years. Of the $2.0 billion of commercial mortgage loans in the Commercial Real Estate business line, $9 million were on nonaccrual status at December 31, 2016 , compared to $2.1 billion with $16 million on nonaccrual status at December 31, 2015 . Commercial mortgage loan net recoveries in the Commercial Real Estate business line were $10 million and $5 million in 2016 and 2015 , respectively. In other business lines, $37 million and $44 million of commercial mortgage loans were on nonaccrual status at December 31, 2016 and 2015 , respectively. Net recoveries were $7 million and $13 million in 2016 and 2015 , respectively.
Residential Real Estate Lending
The following table summarizes the Corporation's residential mortgage and home equity loan portfolios by geographic market.
(dollar amounts in millions)
2016
 
2015
December 31
Residential
Mortgage 
Loans
 
% of
Total
 
Home
Equity 
Loans
 
% of
Total
 
Residential
Mortgage 
Loans
 
% of
Total
 
Home
Equity 
Loans
 
% of
Total
Geographic market:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michigan
$
386

 
20
%
 
$
748

 
42
%
 
$
387

 
21
%
 
$
785

 
46
%
California
948

 
49

 
687

 
38

 
874

 
47

 
611

 
35

Texas
337

 
17

 
305

 
17

 
325

 
17

 
269

 
16

Other Markets
271

 
14

 
60

 
3

 
284

 
15

 
55

 
3

Total
$
1,942

 
100
%
 
$
1,800

 
100
%
 
$
1,870

 
100
%
 
$
1,720

 
100
%
Residential real estate loans, which consist of traditional residential mortgages and home equity loans and lines of credit, totaled $3.7 billion at December 31, 2016 . Residential mortgages totaled $1.9 billion at December 31, 2016 , and were primarily larger, variable-rate mortgages originated and retained for certain private banking relationship customers. Of the $1.9 billion of residential mortgage loans outstanding, $39 million were on nonaccrual status at December 31, 2016 . The home equity portfolio totaled $1.8 billion at December 31, 2016 , of which $1.6 billion was outstanding under primarily variable-rate, interest-only home equity lines of credit, $130 million were in amortizing status and $40 million were closed-end home equity loans. Of the $1.8 billion of home equity loans outstanding, $28 million were on nonaccrual status at December 31, 2016 . A majority of the home equity portfolio was secured by junior liens at December 31, 2016 . The residential real estate portfolio is principally located within the Corporation's primary geographic markets. Substantially all residential real estate loans past due 90 days or more are placed on nonaccrual status, and substantially all junior lien home equity loans that are current or less than 90 days past due are placed on nonaccrual status if full collection of the senior position is in doubt. At no later than 180 days past due, such loans are charged off to current appraised values less costs to sell.
Energy Lending
The Corporation has a portfolio of Energy and energy-related loans that are included primarily in "commercial loans" in the consolidated balance sheets. The Corporation has over 30 years of experience in energy lending, with a focus on larger middle market companies in the oil and gas business. Customers in the Corporation's Energy business line (approximately 200 borrowers at December 31, 2016 ) are engaged in three segments of the oil and gas business: exploration and production (E&P) ( 70 percent ), midstream ( 17 percent ) and energy services ( 13 percent ). E&P generally includes such activities as searching for potential oil and gas fields, drilling exploratory wells and operating active wells. Commitments to E&P borrowers are generally subject to semi-

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annual borrowing base re-determinations based on a variety of factors including updated prices (reflecting market and competitive conditions), energy reserve levels and the impact of hedging. The midstream sector is generally involved in the transportation, storage and marketing of crude and/or refined oil and gas products. The Corporation's energy services customers provide products and services primarily to the E&P segment. About 95 percent of the loans in the Energy business line are Shared National Credits (SNC), which are facilities greater than $20 million shared by three or more federally supervised institutions, reflecting the Corporation's focus on larger middle market companies that have financing needs that generally exceed internal individual borrower credit risk limits. The Corporation seeks to develop full relationships with SNC borrowers.
In addition to oil and gas loans in the Energy business line, the Corporation is monitoring a portfolio of loans in other lines of business to companies that have a sizable portion of their revenue related to oil and gas or could be otherwise disproportionately negatively impacted by prolonged lower oil and gas prices ("energy-related'), primarily in general Middle Market, Corporate Banking, Small Business, and Technology and Life Sciences. These companies include downstream businesses such as refineries and petrochemical companies, companies that sell products to E&P, midstream and energy services companies, companies involved in developing new technologies for the oil and gas industry, and other similar businesses.
The following table summarizes information about the Corporation's portfolio of Energy and energy-related loans.
(dollar amounts in millions)
2016
 
2015
December 31
Outstandings
Nonaccrual
Criticized
 
Outstandings
Nonaccrual
Criticized
Exploration and production (E&P)
$
1,587

70
%
$
294

$
910

 
$
2,111

69
%
$
108

$
967

Midstream
374

17

7

45

 
479

15

—

42

Services
289

13

27

200

 
480

16

24

235

Total Energy business line
2,250

100
%
328

1,155

 
3,070

100
%
132

1,244

Energy-related
397

 
45

171

 
624

 
29

187

Total energy and energy-related
$
2,647

 
$
373

$
1,326

 
$
3,694

 
$
161

$
1,431

As a percentage of total energy and energy-related loans
14
%
50
%
 
 
 
4
%
38
%
Loans in the Energy business line were $2.3 billion , or less than 5 percent of total loans, at December 31, 2016 , compared to $3.1 billion , or approximately 6 percent of total loans, at December 31, 2015 , a decrease of $820 million , or 27 percent . Total exposure, including unused commitments to extend credit and letters of credit, was $4.7 billion and $6.4 billion at December 31, 2016 and 2015 , respectively. The decrease in total exposure in the Energy business line primarily reflected reduced borrowing bases resulting in a reduction in total commitments, while the decrease in outstandings largely reflected energy customers taking actions to adjust their cash flow and reduce their bank debt.
Criticized Energy and energy-related loans were $1.3 billion , or 50 percent of total Energy and energy-related loans, at December 31, 2016 , compared to $1.4 billion , or 38 percent of total Energy and energy-related loans, at December 31, 2015 . Criticized Energy and energy-related loans increased significantly in the first quarter 2016 due to the deteriorating financial condition and increased leverage of these borrowers, and the results of the SNC regulatory exam. Subsequently, these loans declined during the remainder of 2016 as many of these borrowers took actions to reduce the level of their bank debt. Nonaccrual Energy and energy-related loans increased to $373 million , or 14 percent of total Energy and energy-related loans at December 31, 2016 , compared to $161 million , or 4 percent at December 31, 2015 . The increase in these nonaccrual loans reflected the same drivers noted above. Nearly all of nonaccrual Energy loans were current on interest at December 31, 2016 . Energy and energy-related net credit-related charge-offs of $121 million increased $74 million for the year ended December 31, 2016 , compared to net charge-offs of $47 million for the year ended December 31, 2015 . Net credit related charge-offs included $96 million from the Energy portfolio and $25 million from the energy-related portfolio in 2016 , compared to $28 million from the Energy portfolio and $19 million from the energy-related portfolio in 2015 .
The Corporation's allowance methodology carefully considers the various risk elements within its loan portfolio. At December 31, 2016 , the reserve allocation for Energy and energy-related loans was over 8 percent of total Energy and energy-related loans. The reserve allocation for Energy and energy-related loans appropriately incorporated the changing dynamics in Energy and energy-related loans described above, including but not limited to, migration in the portfolio and the value of collateral considered in determining estimated loss given default. The Corporation continued to incorporate a qualitative reserve component for Energy and energy-related loans at December 31, 2016 , which primarily provided for recent loss trends in the Energy and energy-related portfolio which were in excess of estimated losses based on overall portfolio standard loss factors.
International Exposure
International assets are subject to general risks inherent in the conduct of business in foreign countries, including economic uncertainties and each foreign government's regulations. Risk management practices minimize the risk inherent in international lending arrangements. These practices include structuring bilateral agreements or participating in bank facilities, which secure

F-31
Table of Contents

repayment from sources external to the borrower's country. Accordingly, such international outstandings are excluded from the cross-border risk of that country.
Mexico, with cross-border outstandings of $650 million ( 0.89 percent of total assets), $617 million ( 0.86 percent of total assets) and $670 million (0.97 percent of total assets) at December 31, 2016 , 2015 and 2014 , respectively, was the only country with outstandings between 0.75 and 1.00 percent of total assets at year-end 2016 , 2015 and 2014 . There were no countries with cross-border outstandings exceeding 1.00 percent of total assets at year-end 2016 , 2015 and 2014 .
The Corporation's international strategy is to focus on international companies doing business in North America, with an emphasis on the Corporation's primary geographic markets.
The following table summarizes cross-border exposure to entities domiciled in Mexico and Europe at December 31, 2016 and 2015 .
(in millions)
 
 
 
 
December 31
 
2016
 
2015
Mexico exposure:
 
 
 
 
Commercial and industrial
 
$
649

 
$
617

Banks and other financial institutions
 
1

 
—

Total outstanding
 
650

 
617

Unfunded commitments and guarantees
 
161

 
206

Total Mexico exposure
 
$
811

 
$
823

 
 
 
 
 
European exposure:
 
 
 
 
Commercial and industrial
 
$
231

 
$
285

Banks and other financial institutions
 
2

 
35

Total outstanding
 
233

 
320

Unfunded commitments and guarantees
 
410

 
456

Total European exposure (a)
 
$
643

 
$
776

(a)
Primarily United Kingdom and the Netherlands .
MARKET AND LIQUIDITY RISK
Market risk represents the risk of loss due to adverse movements in market rates or prices, including interest rates, foreign exchange rates, commodity prices and equity prices. Liquidity risk represents the failure to meet financial obligations coming due resulting from an inability to liquidate assets or obtain adequate funding, and the inability to easily unwind or offset specific exposures without significant changes in pricing, due to inadequate market depth or market disruptions.
The Asset and Liability Policy Committee (ALCO) of the Corporation establishes and monitors compliance with the policies and risk limits pertaining to market and liquidity risk management activities. ALCO meets regularly to discuss and review market and liquidity risk management strategies, and consists of executive and senior management from various areas of the Corporation, including treasury, finance, economics, lending, deposit gathering and risk management. The Treasury Department mitigates market and liquidity risk under the direction of ALCO through the actions it takes to manage the Corporation's market, liquidity and capital positions.
Market Risk Analytics, within the Office of Enterprise Risk, supports ALCO in measuring, monitoring and managing interest rate risk and coordinating all other market risks. Key activities encompass: (i) providing information and analysis of the Corporation's balance sheet structure and measurement of interest rate and all other market risks; (ii) monitoring and reporting of the Corporation's positions relative to established policy limits and guidelines; (iii) developing and presenting analyses and strategies to adjust risk positions; (iv) reviewing and presenting policies and authorizations for approval; (v) monitoring of industry trends and analytical tools to be used in the management of interest rate and all other market risks; and (vi) developing and monitoring the interest rate risk economic capital estimate.
Interest Rate Risk
Net interest income is the primary source of revenue for the Corporation. Interest rate risk arises in the normal course of business due to differences in the repricing and cash flow characteristics of assets and liabilities, primarily through the Corporation's core business activities of extending loans and acquiring deposits. The Corporation's balance sheet is predominantly characterized by floating-rate loans funded by core deposits. Approximately 90 percent of the Corporation's loans were floating at December 31, 2016 , of which approximately 80 percent were based on LIBOR and 20 percent were based on Prime. This creates sensitivity to interest rate movements due to the imbalance between the floating-rate loan portfolio and the more slowly repricing deposit products. In addition, the growth and/or contraction in the Corporation's loans and deposits may lead to changes in sensitivity to interest rate movements in the absence of mitigating actions. Examples of such actions are purchasing investment securities,

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Table of Contents

primarily fixed-rate, which provide liquidity to the balance sheet and act to mitigate the inherent interest sensitivity, and hedging the sensitivity with interest rate swaps. The Corporation actively manages its exposure to interest rate risk, with the principal objective of optimizing net interest income and the economic value of equity while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.
Since no single measurement system satisfies all management objectives, a combination of techniques is used to manage interest rate risk. These techniques examine the impact of interest rate risk on net interest income and the economic value of equity under a variety of alternative scenarios, including changes in the level, slope and shape of the yield curve, utilizing multiple simulation analyses. Simulation analyses produce only estimates of net interest income, as the assumptions used are inherently uncertain. Actual results may differ from simulated results due to many factors, including, but not limited to, the timing, magnitude and frequency of changes in interest rates, market conditions, regulatory impacts and management strategies.
Sensitivity of Net Interest Income to Changes in Interest Rates
The analysis of the impact of changes in interest rates on net interest income under various interest rate scenarios is management's principal risk management technique. Management models a base case net interest income under an unchanged interest rate environment. Existing derivative instruments entered into for risk management purposes are included in the analysis, but no additional hedging is currently forecasted. These derivative instruments currently comprise interest rate swaps that convert fixed-rate long-term debt to variable rates. This base case net interest income is then compared against interest rate scenarios in which rates rise or decline in a linear, non-parallel fashion from the base case over 12 months. In the first scenario presented, short-term interest rates increase 200 basis points, resulting in an average increase in short-term interest rates of 100 basis points over the period (+200 scenario). Due to the current low level of interest rates, the analysis reflects a declining interest rate scenario of a 75 basis point drop in short-term interest rates, to zero percent.
Each scenario includes assumptions such as loan growth, investment security prepayment levels, depositor behavior, yield curve changes, loan and deposit pricing, and overall balance sheet mix and growth. Because deposit balances have continued to grow significantly in this persistent low rate environment, historical depositor behavior may be less indicative of future trends. As a result, the +200 scenario reflects a greater decrease in deposits than we have experienced historically as rates begin to rise. Changes in actual economic activity may result in a materially different interest rate environment as well as a balance sheet structure that is different from the changes management included in its simulation analysis.
The table below, as of December 31, 2016 and 2015 , displays the estimated impact on net interest income during the next 12 months by relating the base case scenario results to those from the rising and declining rate scenarios described above.
 
Estimated Annual Change
(in millions)
2016
 
2015
December 31
Amount
 
%
 
Amount
 
%
Change in Interest Rates:
 
 
 
 
 
 
 
Rising 200 basis points
$
212

 
11
 %
 
$
212

 
12
 %
Declining to zero percent
(138
)
 
(7
)
 
(88
)
 
(5
)
Sensitivity to rising rates was unchanged from December 31, 2015 to December 31, 2016 . The risk to declining interest rates is limited by an assumed floor on interest rates of zero percent, but reflects the recent rise in short-term interest rates, allowing for a decline of 75 basis points at December 31, 2016, relative to a 50 basis point decline at December 31, 2015.
Assuming deposit prices move with a 25 percent beta, we expect the December 2016 Federal Reserve rate increase of 25 basis points should result in a $70 million increase in net interest income over a 12-month period.
Sensitivity of Economic Value of Equity to Changes in Interest Rates
In addition to the simulation analysis on net interest income, an economic value of equity analysis provides an alternative view of the interest rate risk position. The economic value of equity is the difference between the estimate of the economic value of the Corporation's financial assets, liabilities and off-balance sheet instruments, derived through discounting cash flows based on actual rates at the end of the period and the estimated economic value after applying the estimated impact of rate movements. The economic value of equity analysis is based on an immediate parallel 200 basis point increase and 75 basis point decrease in interest rates.

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Table of Contents

The table below, as of December 31, 2016 and 2015 , displays the estimated impact on the economic value of equity from the interest rate scenario described above.
 
2016
 
2015
(in millions)
Amount
 
%
 
Amount
 
%
Change in Interest Rates:
 
 
 
 
 
 
 
Rising 200 basis points
$
1,133

 
10
 %
 
$
1,021

 
9
 %
Falling to zero percent
(891
)
 
(7
)
 
(538
)
 
(5
)
The change in the sensitivity of the economic value of equity to a 200 basis point parallel increase in rates between December 31, 2015 and December 31, 2016 was primarily driven by changes in market interest rates at the middle to long end of the curve, which most significantly impact mortgage-backed security prepayment and the value of deposits without a stated maturity. Additionally, changes in actual deposit mix over the period impacted the results modestly.
LOAN MATURITIES AND INTEREST RATE SENSITIVITY
(in millions)
Loans Maturing
December 31, 2016
Within One
Year (a)
 
After One
But Within
Five Years
 
After
Five Years
 
Total
Commercial loans
$
15,320

 
$
14,448

 
$
1,226

 
$
30,994

Real estate construction loans
1,216

 
1,516

 
137

 
2,869

Commercial mortgage loans
1,631

 
4,941

 
2,359

 
8,931

International loans
596

 
659

 
3

 
1,258

Total
$
18,763

 
$
21,564

 
$
3,725

 
$
44,052

Sensitivity of loans to changes in interest rates:
 
 
 
 
 
 
 
Predetermined (fixed) interest rates
$
785

 
$
2,909

 
$
802

 
$
4,496

Floating interest rates
17,979

 
18,655

 
2,922

 
39,556

Total
$
18,764

 
$
21,564

 
$
3,724

 
$
44,052

(a)
Includes demand loans, loans having no stated repayment schedule or maturity and overdrafts.
The Corporation uses investment securities and derivative instruments as asset and liability management tools with the overall objective of managing the volatility of net interest income from changes in interest rates. These tools assist management in achieving the desired interest rate risk management objectives. Activity related to derivative instruments currently involves interest rate swaps effectively converting fixed-rate medium- and long-term debt to floating rate.
Risk Management Derivative Instruments
(in millions)
Risk Management Notional Activity
Interest
Rate
Contracts
 
Foreign
Exchange
Contracts
 
Totals
Balance at January 1, 2015
$
1,800

 
$
508

 
$
2,308

Additions
1,025

 
15,846

 
16,871

Maturities/amortizations
(300
)
 
(15,761
)
 
(16,061
)
Balance at December 31, 2015
$
2,525

 
$
593

 
$
3,118

Additions
—

 
13,946

 
13,946

Maturities/amortizations
(250
)
 
(13,822
)
 
(14,072
)
Balance at December 31, 2016
$
2,275

 
$
717

 
$
2,992

The notional amount of risk management interest rate swaps totaled $2.3 billion at December 31, 2016 , and $2.5 billion at December 31, 2015 , all under fair value hedging strategies, converting fixed-rate medium- and long-term debt to floating rate. The fair value of risk management interest rate swaps was a net unrealized gain of $88 million at December 31, 2016 , compared to a net unrealized gain of $147 million at December 31, 2015 . Risk management interest rate swaps generated $60 million and $70 million of net interest income for the years ended December 31, 2016 and 2015 , respectively.
In addition to interest rate swaps, the Corporation employs various other types of derivative instruments as offsetting positions to mitigate exposures to foreign currency risks associated with specific assets and liabilities (e.g., customer loans or deposits denominated in foreign currencies). Such instruments may include foreign exchange forward contracts and foreign exchange swap agreements.
Further information regarding risk management derivative instruments is provided in Note 8 to the consolidated financial statements.

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Customer-Initiated and Other Derivative Instruments
(in millions)
Customer-Initiated and Other Notional Activity
Interest
Rate
Contracts
 
Energy
Derivative
Contracts
 
Foreign
Exchange
Contracts
 
Totals
Balance at January 1, 2015
$
12,328

 
$
4,932

 
$
1,994

 
$
19,254

Additions
3,365

 
1,498

 
60,054

 
64,917

Maturities/amortizations
(2,199
)
 
(3,070
)
 
(59,757
)
 
(65,026
)
Terminations
(1,266
)
 
(233
)
 
—

 
(1,499
)
Balance at December 31, 2015
$
12,228

 
$
3,127

 
$
2,291

 
$
17,646

Additions
3,505

 
1,347

 
54,478

 
59,330

Maturities/amortizations
(1,469
)
 
(1,908
)
 
(55,250
)
 
(58,627
)
Terminations
(941
)
 
(339
)
 
(10
)
 
(1,290
)
Balance at December 31, 2016
$
13,323

 
$
2,227

 
$
1,509

 
$
17,059

The Corporation writes and purchases interest rate caps and floors and enters into foreign exchange contracts, interest rate swaps and energy derivative contracts to accommodate the needs of customers requesting such services. Changes in the fair value of customer-initiated and other derivatives are recognized in earnings as they occur. To limit the market risk of these activities, the Corporation generally takes offsetting positions with dealers. The notional amounts of offsetting positions are included in the table above. Customer-initiated and other notional activity represented 85 percent of total interest rate, energy and foreign exchange contracts at both December 31, 2016 and 2015 .
Further information regarding customer-initiated and other derivative instruments is provided in Note 8 to the consolidated financial statements.
Liquidity Risk and Off-Balance Sheet Arrangements
Liquidity is the ability to meet financial obligations through the maturity or sale of existing assets or the acquisition of additional funds. Various financial obligations, including contractual obligations and commercial commitments, may require future cash payments by the Corporation. Certain obligations are recognized on the consolidated balance sheets, while others are off-balance sheet under U.S. generally accepted accounting principles.
The following contractual obligations table summarizes the Corporation's noncancelable contractual obligations and future required minimum payments. Refer to Notes 6 , 9 , 10 , 11 , 12 , and 18 to the consolidated financial statements for further information regarding these contractual obligations.
Contractual Obligations
(in millions)
Minimum Payments Due by Period
December 31, 2016
Total
 
Less than
1 Year
 
1-3
Years
 
3-5
Years
 
More than
5 Years
Deposits without a stated maturity (a)
$
56,160

 
$
56,160

 
$
—

 
$
—

 
$
—

Certificates of deposit and other deposits with a stated maturity (a)
2,825

 
2,349

 
382

 
77

 
17

Short-term borrowings (a)
25

 
25

 
—

 
—

 
—

Medium- and long-term debt (a)
5,091

 
500

 
359

 
682

 
3,550

Operating leases
392

 
72

 
122

 
82

 
116

Commitments to fund low income housing partnerships
153

 
92

 
51

 
4

 
6

Other long-term obligations (b)
291

 
86

 
83

 
33

 
89

Total contractual obligations
$
64,937

 
$
59,284

 
$
997

 
$
878

 
$
3,778

 
 
 
 
 
 
 
 
 
 
Medium- and long-term debt (parent company only) (a) (c)
$
600

 
$
—

 
$
350

 
$
—

 
$
250

(a)
Deposits and borrowings exclude accrued interest.
(b)
Includes unrecognized tax benefits.
(c)
Parent company only amounts are included in the medium- and long-term debt minimum payments above.
In addition to contractual obligations, other commercial commitments of the Corporation impact liquidity. These include commitments to fund indirect private equity and venture capital investments, unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit. The following table summarizes the Corporation's commercial commitments and expected expiration dates by period.

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Commercial Commitments
(in millions)
Expected Expiration Dates by Period
December 31, 2016
Total
 
Less than
1 Year
 
1-3
Years
 
3-5
Years
 
More than
5 Years
Commitments to fund indirect private equity and venture capital investments
$
2

 
$
—

 
$
—

 
$
—

 
$
2

Unused commitments to extend credit
26,991

 
8,554

 
9,884

 
5,985

 
2,568

Standby letters of credit and financial guarantees
3,623

 
2,960

 
445

 
199

 
19

Commercial letters of credit
46

 
45

 
1

 
—

 
—

Total commercial commitments
$
30,662

 
$
11,559

 
$
10,330

 
$
6,184

 
$
2,589

Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Corporation. Refer to the “Other Market Risks” section below and Note 8 to the consolidated financial statements for a further discussion of these commercial commitments.
Wholesale Funding
The Corporation may access the purchased funds market when necessary, which includes foreign office time deposits and short-term borrowings. Capacity for incremental purchased funds at December 31, 2016 included short-term FHLB advances, the ability to purchase federal funds, sell securities under agreements to repurchase, as well as issue deposits to institutional investors and issue certificates of deposit through brokers. Purchased funds totaled $44 million at December 31, 2016 , compared to $55 million at December 31, 2015 . At December 31, 2016 , the Bank had pledged loans totaling $23.0 billion which provided for up to $18.5 billion of available collateralized borrowing with the FRB.
The Bank is a member of the FHLB of Dallas, Texas, which provides short- and long-term funding to its members through advances collateralized by real estate-related assets. Actual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. At December 31, 2016 , $15.5 billion of real estate-related loans were pledged to the FHLB as blanket collateral for current and potential future borrowings. As of December 31, 2016 , the Corporation had $2.8 billion of outstanding borrowings from the FHLB maturing in 2026 , and capacity for potential future borrowings of approximately $3.9 billion .
In the second quarter 2016, the Bank borrowed $2.8 billion of 10-year, floating-rate FHLB advances due 2026 . The interest rate on each of eight notes resets every four weeks, based on the FHLB auction rate, with the reset date of each note scheduled at one-week intervals. Each note may be prepaid in full, without penalty, at each scheduled reset date. Proceeds were used for general corporate purposes, including to provide cost-effective funding for debt maturing in the fourth quarter 2016.
Additionally, the Bank had the ability to issue up to $14.0 billion of debt at December 31, 2016 under an existing $15.0 billion medium-term senior note program which allows the issuance of debt with maturities between three months and 30 years. The Corporation also maintains a shelf registration statement with the Securities and Exchange Commission from which it may issue debt and/or equity securities.
The ability of the Corporation and the Bank to raise funds at competitive rates is impacted by rating agencies' views of the credit quality, liquidity, capital and earnings of the Corporation and the Bank. As of December 31, 2016 , the four major rating agencies had assigned the following ratings to long-term senior unsecured obligations of the Corporation and the Bank. A security rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.
 
Comerica Incorporated
 
Comerica Bank
December 31, 2016
Rating
Outlook
 
Rating
Outlook
Standard and Poor’s (a)
BBB+
Negative
 
 
A-
Negative
 
Moody’s Investors Service
A3
Negative
 
 
A3
Negative
 
Fitch Ratings
A
Negative
 
 
A
Negative
 
DBRS
A
Stable
 
 
A (High)
Stable
 
(a)
In February 2017, Standard and Poor's revised its outlook to "Stable."
The Corporation satisfies liquidity requirements with either liquid assets or various funding sources. Liquid assets totaled $18.2 billion at December 31, 2016 , compared to $16.4 billion at December 31, 2015 . Liquid assets include cash and due from banks, federal funds sold, interest-bearing deposits with banks, other short-term investments and unencumbered investment securities.
In September 2014, U.S. banking regulators issued a final rule implementing a quantitative liquidity requirement in the U.S. generally consistent with the LCR minimum liquidity measure established under the Basel III liquidity framework. Under the rule, the Corporation is subject to a modified LCR standard, which requires a financial institution to hold a minimum level of high-quality liquid assets to fully cover modified net cash outflows under a 30-day systematic liquidity stress scenario. The rule

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was effective for the Corporation on January 1, 2016. During the transition year, 2016, the Corporation was required to maintain a minimum LCR of 90 percent. Beginning January 1, 2017, and thereafter, the minimum required LCR will be 100 percent. At each quarter-end in 2016, the Corporation was in compliance with the fully phased-in LCR requirement, plus a buffer.
In the second quarter 2016, U.S. banking regulators issued a notice of proposed rulemaking (the proposed rule) implementing a second quantitative liquidity requirement in the U.S. generally consistent with the Net Stable Funding Ratio (NSFR) minimum liquidity measure established under the Basel III liquidity framework. Under the proposed rule, the Corporation will be subject to a modified NSFR standard effective January 1 2018, which requires a financial institution to hold a minimum level of available longer-term, stable sources of funding to fully cover a modified amount of required longer-term stable funding, over a one-year period. The Corporation does not currently expect the proposed rule to have a material impact on its liquidity needs.
The Corporation regularly evaluates its ability to meet funding needs in unanticipated, stressed environments. In conjunction with the quarterly 200 basis point interest rate simulation analyses, discussed in the “Interest Rate Sensitivity” section of this financial review, liquidity ratios and potential funding availability are examined. Each quarter, the Corporation also evaluates its ability to meet liquidity needs under a series of broad events, distinguished in terms of duration and severity. The evaluation as of December 31, 2016 projected that sufficient sources of liquidity were available under each series of events.
Other Market Risks
Market risk related to the Corporation's trading instruments is not significant, as trading activities are limited. Certain components of the Corporation's noninterest income, primarily fiduciary income, are at risk to fluctuations in the market values of underlying assets, particularly equity and debt securities. Other components of noninterest income, primarily brokerage fees, are at risk to changes in the volume of market activity.
OPERATIONAL RISK
Operational risk represents the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. The definition includes legal risk, which is the risk of loss resulting from failure to comply with laws and regulations as well as prudent ethical standards and contractual obligations. The definition does not include strategic or reputational risks. Although operational losses are experienced by all companies and are routinely incurred in business operations, the Corporation recognizes the need to identify and control operational losses and seeks to limit losses to a level deemed appropriate by management, as outlined in the Corporation’s risk appetite statement. The appropriate risk level is determined through consideration of the nature of the Corporation's business and the environment in which it operates, in combination with the impact from, and the possible impact on, other risks faced by the Corporation. Operational risk is mitigated through a system of internal controls that are designed to keep operating risks at appropriate levels. The Operational Risk Management Committee monitors risk management techniques and systems. The Corporation has developed a framework that includes a centralized operational risk management function and business/support unit risk coordinators responsible for managing operational risk specific to the respective business lines.
COMPLIANCE RISK
Compliance risk represents the risk of regulatory sanctions or financial loss resulting from the Corporation's failure to comply with regulations and standards of good banking practice. The impact of such risks is highly interdependent with strategic risk, as the reputational impact from compliance breaches can be severe. Activities which may expose the Corporation to compliance risk include, but are not limited to, those dealing with the prevention of money laundering, privacy and data protection, community reinvestment initiatives, fair lending, consumer protection, employment and tax matters, over-the-counter derivative activities and other activities regulated by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
The Enterprise-Wide Compliance Committee, comprising senior and executive business unit managers, as well as managers responsible for compliance, audit and overall risk, oversees compliance risk. This enterprise-wide approach provides a consistent view of compliance across the organization. The Enterprise-Wide Compliance Committee also ensures that appropriate actions are implemented in business units to mitigate risk to an acceptable level.
STRATEGIC RISK
Strategic risk represents the risk of loss due to impairment of reputation, failure to fully develop and execute business plans, failure to assess current and new opportunities in business, markets and products, failure to determine appropriate consideration for risks accepted, and any other event not identified in the defined risk categories of credit, market and liquidity, operational or compliance risks. Mitigation of the various risk elements that represent strategic risk is achieved through various metrics and initiatives to help the Corporation better understand, measure and report on such risks.

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CRITICAL ACCOUNTING POLICIES
The Corporation’s consolidated financial statements are prepared based on the application of accounting policies, the most significant of which are described in Note 1 . These policies require numerous estimates and strategic or economic assumptions, which may prove inaccurate or subject to variations. Changes in underlying factors, assumptions or estimates could have a material impact on the Corporation’s future financial condition and results of operations. At December 31, 2016 , the most critical of these significant accounting policies were the policies related to the allowance for credit losses, fair value measurement, goodwill, pension plan accounting and income taxes. These policies were reviewed with the Audit Committee of the Corporation’s Board of Directors and are discussed more fully below.
ALLOWANCE FOR CREDIT LOSSES
The allowance for credit losses, which includes both the allowance for loan losses and the allowance for credit losses on lending-related commitments, is calculated with the objective of maintaining a reserve sufficient to absorb estimated probable losses. Management's determination of the appropriateness of the allowance is based on periodic evaluations of the loan portfolio, lending-related commitments, and other relevant factors. This evaluation is inherently subjective as it requires numerous estimates, including the loss content for internal risk ratings, collateral values, the amounts and timing of expected future cash flows, and for lending-related commitments, estimates of the probability of draw on unused commitments.
In determining the allowance for credit losses, the Corporation individually evaluates certain impaired loans, applies standard reserve factors to pools of homogeneous loans and lending-related commitments and incorporates qualitative adjustments. Standard loss factors, applied to the majority of the Corporation's loan portfolio and lending-related commitments, are based on estimates of probabilities of default for individual risk ratings over the loss emergence period and loss given default. Since standard loss factors are applied to large pools of loans, even minor changes in these factors could significantly affect the Corporation's determination of the appropriateness of the allowance for credit losses. To illustrate, if recent loss experience dictated that the estimated standard loss factors would be changed by five percent of the estimate across all loan risk ratings, the allowance for loan losses as of December 31, 2016 would change by approximately $30 million . Loss emergence periods are used to determine the most appropriate default horizon associated with the calculation of probabilities of default. Loss emergence periods tend to lengthen during benign economic periods and shorten during periods of economic distress. Considered in isolation, lengthening the loss emergence period assumption would result in an increase to the allowance for credit losses. Because standard loss factors are applied to pools of loans based on the Corporation's internal risk rating system, loss estimates are highly dependent on the accuracy of the risk rating assigned to each loan. The inherent imprecision in the risk rating system resulting from inaccuracy in assigning and/or entering risk ratings in the loan accounting system is monitored by the Corporation's asset quality review function and incorporated in a qualitative adjustment. The Corporation may also include qualitative adjustments intended to capture the impact of certain other uncertainties that exist but are not yet reflected in the standard reserve factors. These qualitative adjustments are based on management’s analysis of factors such as portfolios where recent historical losses exceed expected losses or known recent events are expected to alter risk ratings once evidence is acquired, observable macroeconomic metrics, including consideration of regional metrics within the Corporation's footprint, and a qualitative assessment of the lending environment, including underwriting standards, current economic and political conditions, and other factors affecting credit quality. Deterioration in metrics and credit trends included in this analysis would result in an increase to the qualitative adjustment increasing the allowance for credit losses. Qualitative reserves at December 31, 2016 primarily included components for portfolios where recent loss trends were in excess of estimated losses based on overall portfolio standard loss factors, geographic and industry concentration risks, and changes in market conditions compared to the conditions that existed at the date of the most recent annual update to standard reserve factors.
For further discussion of the methodology used in the determination of the allowance for credit losses, refer to Note 1 to the consolidated financial statements. To the extent actual outcomes differ from management estimates, additional provision for credit losses may be required that would adversely impact earnings in future periods. A substantial majority of the allowance is assigned to business segments. Any earnings impact resulting from actual outcomes differing from management estimates would primarily affect the Business Bank segment.
FAIR VALUE MEASUREMENT
Investment securities available-for-sale, derivatives and deferred compensation plan assets and associated liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, other assets and liabilities may be recorded at fair value on a nonrecurring basis, such as impaired loans that have been reduced based on the fair value of the underlying collateral, other real estate (primarily foreclosed property), nonmarketable equity securities and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve write-downs of individual assets or application of lower of cost or fair value accounting.
Fair value is an estimate of the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the

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measurement date and is based on the assumptions market participants would use when pricing an asset or liability. Fair value measurement and disclosure guidance establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. Notes 1 and 2 to the consolidated financial statements includes information about the fair value hierarchy, the extent to which fair value is used to measure assets and liabilities and the valuation methodologies and key inputs used.
At December 31, 2016 , assets and liabilities measured using observable inputs that are classified as Level 1 or Level 2 represented 97.0 percent and 100.0 percent of total assets and liabilities recorded at fair value, respectively, and Level 3 assets totaled $351 million , or 3.0 percent of total assets recorded at fair value. Valuations generated from model-based techniques that use at least one significant assumption not observable in the market are considered Level 3. Unobservable assumptions reflect estimates of assumptions market participants would use in pricing the asset or liability. Fair value measurements for assets and liabilities where limited or no observable market data exists often involves significant judgments about assumptions, such as determining an appropriate discount rate that factors in both liquidity and risk premiums, and in many cases may not reflect amounts exchanged in a current sale of the financial instrument. In addition, changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. Therefore, when market data is not available, the Corporation would use valuation techniques requiring more management judgment to estimate the appropriate fair value.
GOODWILL
At December 31, 2016 and 2015 , goodwill totaled $635 million , allocated to the Corporation's three reporting units as follows: $380 million allocated to the Business Bank, $194 million allocated to the Retail Bank and $61 million allocated to Wealth Management.
In performing the annual impairment test, the Corporation compares the carrying amount of identified reporting units, including goodwill, with their estimated fair value. The Corporation considers the carrying value of each reporting unit to be the greater of economic or regulatory capital. Economic capital is assigned using internal management methodologies on the basis of each reporting unit's credit, operational and interest rate risks, as well as goodwill. To determine regulatory capital, each reporting unit is assigned sufficient capital such that their respective Tier 1 ratio, based on allocated risk-weighted assets, is the same as that of the Corporation. Using this two-pronged approach, the Corporation's equity is fully allocated to its reporting units except for capital held primarily for the risk associated with the securities portfolio that is assigned to the Finance segment of the Corporation.
Determining the fair value of reporting units is a subjective process involving the use of estimates and judgments related to the selection of inputs such as future cash flows, discount rates, comparable public company multiples, applicable control premiums and economic expectations used in determining the interest rate environment. The estimated fair values of the reporting units are determined using a blend of two commonly used valuation techniques: the market approach and the income approach. For the market approach, valuations of reporting units consider a combination of earnings, equity and other multiples from companies with characteristics similar to the reporting unit. Since the fair values determined under the market approach are representative of noncontrolling interests, the valuations accordingly incorporate a control premium. For the income approach, estimated future cash flows and terminal value are discounted. Estimated future cash flows are derived from internal forecasts and economic expectations for each reporting unit which incorporate uncertainty factors inherent to long-term projections. The applicable discount rate is based on the imputed cost of equity capital appropriate for each reporting unit, which incorporates the risk-free rate of return, the level of non-diversified risk associated with companies with characteristics similar to the reporting unit, a size risk premium and a market equity risk premium.
Economic conditions impact the assumptions related to interest and growth rates, loss rates and imputed cost of equity capital. The fair value estimates for each reporting unit incorporated current economic and market conditions, including the recent Federal Reserve announcements and the impact of legislative and regulatory changes, to the extent known and as described above. However, further weakening in the economic environment, such as adverse changes in interest rates, a decline in the performance of the reporting units or other factors could cause the fair value of one or more of the reporting units to fall below their carrying value, resulting in a goodwill impairment charge. Additionally, new legislative or regulatory changes not anticipated in management's expectations may cause the fair value of one or more of the reporting units to fall below the carrying value, resulting in a goodwill impairment charge. Any impairment charge would not affect the Corporation's regulatory capital ratios, tangible common equity ratio or liquidity position.
The annual test of goodwill impairment was performed as of the beginning of the third quarter 2016 . The Corporation's assumptions included modest increases to the Federal funds target rate until eventually reaching a normal interest rate environment. At the conclusion of the first step of the annual goodwill impairment tests performed in the third quarter 2016 , the estimated fair values of all reporting units substantially exceeded their carrying amounts, including goodwill. The results of the annual test of the goodwill impairment test for each reporting unit were subjected to stress testing as appropriate. For further information about the Corporation's goodwill accounting policy, refer to Note 1 to the consolidated financial statements.
PENSION PLAN ACCOUNTING
The Corporation has a qualified and non-qualified defined benefit pension plan. Prior to January 1, 2017, the plans were in effect for substantially all salaried employees hired before January 1, 2007. In October 2016, the Corporation modified its

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defined benefit plans to convert most participants, including employees participating in the Corporation's defined contribution plan, to a cash balance formula effective January 1, 2017. Participants who were age 60 or older as of December 31, 2016 continue to be eligible for the final average pay benefit. In addition, the Corporation added a lump-sum payment option, effective January 1, 2017. These changes were part of the GEAR Up initiative. For more information about the defined benefit pension plan modifications, see Note 17 to the consolidated financial statements. Benefits under the cash balance formula are based on years of service, age, compensation and an interest credit based on the 30-year Treasury rate. Assumptions are made concerning future events that will determine the amount and timing of required benefit payments, funding requirements and defined benefit pension expense. The major assumptions are the discount rate used in determining the current benefit obligation, the long-term rate of return expected on plan assets, the form of payment election and the projected mortality rate. The discount rate is determined by matching the expected cash flows of the pension plans to a portfolio of high quality corporate bonds as of the measurement date, December 31. The long-term rate of return expected on plan assets is set after considering both long-term returns in the general market and long-term returns experienced by the assets in the plan. The current target asset allocation model for the plans is provided in Note 17 to the consolidated financial statements. The expected returns on these various asset categories are blended to derive one long-term return assumption. The assets are invested in certain collective investment funds, common stocks, U.S. Treasury and other U.S. government agency securities, and corporate and municipal bonds and notes. The form of payment election assumption is based on market experience. Mortality rate assumptions are based on mortality tables published by third-parties such as the Society of Actuaries (SOA), considering other available information including historical data as well as studies and publications from reputable sources. The Corporation reviews its pension plan assumptions on an annual basis with its actuarial consultants to determine if the assumptions are reasonable and adjusts the assumptions to reflect changes in future expectations.
The assumptions used to calculate 2017 defined benefit plan pension expense (benefit) were as follows:
Discount rate
4.23
%
Long-term rate of return on plan assets
6.50
%
Lump sum payment election rate:
 
Existing participants
60
%
Future participants
80
%
Mortality table:
 
Base table (a)
RP-2016

Mortality improvement scale (a)
MP-2016

(a)
Issued by the Society of Actuaries in October 2016.
In 2017 , total retirement plan expense, including defined contribution plan expense, is expected to decrease by approximately $32 million. The $6 million defined benefit pension expense recorded in 2016 is expected to improve by approximately $22 million to a benefit of about $16 million in 2017 primarily as a result of the previously described plan amendments.
Changing the 2017 discount rate and long-term rate of return by 25 basis points would have the following impact on defined benefit pension expense in 2017 :
 
25 Basis Point
 
Increase
 
Decrease
Key Actuarial Assumption:
 
 
 
Discount rate
$
(7.0
)
 
$
7.0

Long-term rate of return
(6.1
)
 
6.1

If the lump-sum payment election rate were zero, 2017 defined benefit pension expense would increase by approximately $6 million.
Due to the long-term nature of pension plan assumptions, actual results may differ significantly from the actuarial-based estimates. Differences resulting in actuarial gains or losses are required to be recorded in shareholders' equity as part of accumulated other comprehensive loss and amortized to defined benefit pension expense in future years. Refer to Note 17 to the consolidated financial statements for further information.
INCOME TAXES
The calculation of the Corporation's income tax provision and tax-related accruals is complex and requires the use of estimates and judgments. The provision for income taxes is the sum of income taxes due for the current year and deferred taxes. Deferred taxes arise from temporary differences between the income tax basis and financial accounting basis of assets and liabilities. Accrued taxes represent the net estimated amount due to or to be received from taxing jurisdictions, currently or in the future, and are included in “accrued income and other assets” or “accrued expenses and other liabilities” on the consolidated balance sheets. The Corporation assesses the relative risks and merits of tax positions for various transactions after considering statutes, regulations,

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judicial precedent and other available information and maintains tax accruals consistent with these assessments. The Corporation is subject to audit by taxing authorities that could question and/or challenge the tax positions taken by the Corporation.
Included in net deferred taxes are deferred tax assets. Deferred tax assets are evaluated for realization based on available evidence of loss carryback capacity, projected future reversals of existing taxable temporary differences and assumptions made regarding future events. A valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax asset will not be realized.
Changes in the estimate of accrued taxes occur due to changes in tax law, interpretations of existing tax laws, new judicial or regulatory guidance, and the status of examinations conducted by taxing authorities that impact the relative risks and merits of tax positions taken by the Corporation. These changes, when they occur, impact the estimate of accrued taxes and could be significant to the operating results of the Corporation. For further information on tax accruals and related risks, see Note 18 to the consolidated financial statements.


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SUPPLEMENTAL FINANCIAL DATA
The following table provides a reconciliation of non-GAAP financial measures used in this financial review with financial measures defined by GAAP.
(dollar amounts in millions)
 
 
 
 
 
 
 
 
 
December 31
2016
 
2015
 
2014
 
2013
 
2012
Tangible Common Equity Ratio:
 
 
 
 
 
 
 
 
 
Common shareholders' equity
$
7,796

 
$
7,560

 
$
7,402

 
$
7,150

 
$
6,939

Less:
 
 
 
 
 
 
 
 
 
Goodwill
635

 
635

 
635

 
635

 
635

Other intangible assets
10

 
14

 
15

 
17

 
22

Tangible common equity
$
7,151

 
$
6,911

 
$
6,752

 
$
6,498

 
$
6,282

Total assets
$
72,978

 
$
71,877

 
$
69,186

 
$
65,224

 
$
65,066

Less:
 
 
 
 
 
 
 
 
 
Goodwill
635

 
635

 
635

 
635

 
635

Other intangible assets
10

 
14

 
15

 
17

 
22

Tangible assets
$
72,333

 
$
71,228

 
$
68,536

 
$
64,572

 
$
64,409

Common equity ratio
10.68
%
 
10.52
%
 
10.70
%
 
10.97
%
 
10.67
%
Tangible common equity ratio
9.89

 
9.70

 
9.85

 
10.07

 
9.76

Tangible Common Equity per Share of Common Stock:
 
 
 
 
 
 
 
 
 
Common shareholders' equity
$
7,796

 
$
7,560

 
$
7,402

 
$
7,150

 
$
6,939

Tangible common equity
7,151

 
6,911

 
6,752

 
6,498

 
6,282

Shares of common stock outstanding (in millions)
175

 
176

 
179

 
182

 
188

Common shareholders' equity per share of common stock
$
44.47

 
$
43.03

 
$
41.35

 
$
39.22

 
$
36.86

Tangible common equity per share of common stock
40.79

 
39.33

 
37.72

 
35.64

 
33.36

The tangible common equity ratio removes preferred stock and the effect of intangible assets from capital and the effect of intangible assets from total assets and tangible common equity per share of common stock removes the effect of intangible assets from common shareholders' equity per share of common stock. The Corporation believes these measurements are meaningful measures of capital adequacy used by investors, regulators, management and others to evaluate the adequacy of common equity and to compare against other companies in the industry.

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FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. In addition, the Corporation may make other written and oral communications from time to time that contain such statements. All statements regarding the Corporation's expected financial position, strategies and growth prospects, including the GEAR Up initiative, and general economic conditions expected to exist in the future are forward-looking statements. The words, “anticipates,” “believes,” "contemplates," “feels,” “expects,” “estimates,” “seeks,” “strives,” “plans,” “intends,” “outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “opportunity,” “initiative,” “outcome,” “continue,” “remain,” “maintain,” "on course," “trend,” “objective,” “looks forward,” "projects," "models" and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to the Corporation or its management, are intended to identify forward-looking statements. The Corporation cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date the statement is made, and the Corporation does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
In addition to factors mentioned elsewhere in this report or previously disclosed in the Corporation's SEC reports (accessible on the SEC's website at www.sec.gov or on the Corporation's website at www.comerica.com), actual results could differ materially from forward-looking statements and future results could differ materially from historical performance due to a variety of reasons, including but not limited to, the following factors:
•
general political, economic or industry conditions, either domestically or internationally, may be less favorable than expected;
•
governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact the Corporation's financial condition and results of operations;
•
whether the Corporation may achieve opportunities for revenue enhancements and efficiency improvements under the GEAR Up initiative, or changes in the scope or assumptions underlying the GEAR Up initiative;
•
the Corporation must maintain adequate sources of funding and liquidity to meet regulatory expectations, support its operations and fund outstanding liabilities;
•
compliance with more stringent capital and liquidity requirements may adversely affect the Corporation;
•
declines in the businesses or industries of the Corporation's customers - in particular, the energy industry - could cause increased credit losses or decreased loan balances, which could adversely affect the Corporation;
•
unfavorable developments concerning credit quality could adversely affect the Corporation's financial results:
•
operational difficulties, failure of technology infrastructure or information security incidents could adversely affect the Corporation's business and operations;
•
changes in regulation or oversight may have a material adverse impact on the Corporation's operations;
•
the Corporation relies on other companies to provide certain key components of its business infrastructure, and certain failures could materially adversely affect operations;
•
changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing, could adversely affect the Corporation's net interest income and balance sheet;
•
reduction in the Corporation's credit ratings could adversely affect the Corporation and/or the holders of its securities;
•
the soundness of other financial institutions could adversely affect the Corporation;
•
the introduction, implementation, withdrawal, success and timing of business initiatives and strategies may be less successful or may be different than anticipated, which could adversely affect the Corporation's business;
•
damage to Comerica’s reputation could damage its businesses;
•
the Corporation may not be able to utilize technology to efficiently and effectively develop, market and deliver new products and services to its customers;
•
competitive product and pricing pressures among financial institutions within the Corporation's markets may change;
•
changes in customer behavior may adversely impact the Corporation's business, financial condition and results of operations;
•
any future strategic acquisitions or divestitures may present certain risks to the Corporation's business and operations;
•
management's ability to maintain and expand customer relationships may differ from expectations;
•
management's ability to retain key officers and employees may change;
•
legal and regulatory proceedings and related financial services industry matters, including those directly involving the Corporation and its subsidiaries, could adversely affect the Corporation or the financial services industry in general;
•
methods of reducing risk exposures might not be effective;
•
adverse effects from terrorist activities or other hostilities;
•
catastrophic events, including, but not limited to, hurricanes, tornadoes, earthquakes, fires, droughts and floods, may adversely affect the general economy, financial and capital markets, specific industries, and the Corporation;
•
the tax treatment of corporations could be subject to potential legislative, administrative or judicial changes or interpretations;
•
changes in accounting standards could materially impact the Corporation's financial statements; and
•
the Corporation's accounting policies and processes are critical to the reporting of financial condition and results of operations. They require management to make estimates about matters that are uncertain.

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CONSOLIDATED BALANCE SHEETS
Comerica Incorporated and Subsidiaries

(in millions, except share data)
 
 
 
December 31
2016
 
2015
 
 
 
 
ASSETS
 
 
 
Cash and due from banks
$
1,249

 
$
1,157

 
 
 
 
Interest-bearing deposits with banks
5,969

 
4,990

Other short-term investments
92

 
113

 
 
 
 
Investment securities available-for-sale
10,787

 
10,519

Investment securities held-to-maturity
1,582

 
1,981

 
 
 
 
Commercial loans
30,994

 
31,659

Real estate construction loans
2,869

 
2,001

Commercial mortgage loans
8,931

 
8,977

Lease financing
572

 
724

International loans
1,258

 
1,368

Residential mortgage loans
1,942

 
1,870

Consumer loans
2,522

 
2,485

Total loans
49,088

 
49,084

Less allowance for loan losses
(730
)
 
(634
)
Net loans
48,358

 
48,450

Premises and equipment
501

 
550

Accrued income and other assets
4,440

 
4,117

Total assets
$
72,978

 
$
71,877

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Noninterest-bearing deposits
$
31,540

 
$
30,839

 
 
 
 
Money market and interest-bearing checking deposits
22,556

 
23,532

Savings deposits
2,064

 
1,898

Customer certificates of deposit
2,806

 
3,552

Foreign office time deposits
19

 
32

Total interest-bearing deposits
27,445

 
29,014

Total deposits
58,985

 
59,853

Short-term borrowings
25

 
23

Accrued expenses and other liabilities
1,012

 
1,383

Medium- and long-term debt
5,160

 
3,058

Total liabilities
65,182

 
64,317

 
 
 
 
Common stock - $5 par value:
 
 
 
Authorized - 325,000,000 shares
 
 
 
Issued - 228,164,824 shares
1,141

 
1,141

Capital surplus
2,135

 
2,173

Accumulated other comprehensive loss
(383
)
 
(429
)
Retained earnings
7,331

 
7,084

Less cost of common stock in treasury - 52,851,156 shares at 12/31/16 and 52,457,113 shares at 12/31/15
(2,428
)
 
(2,409
)
Total shareholders’ equity
7,796

 
7,560

Total liabilities and shareholders’ equity
$
72,978

 
$
71,877

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF INCOME
Comerica Incorporated and Subsidiaries

(in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
INTEREST INCOME
 
 
 
 
 
Interest and fees on loans
$
1,635

 
$
1,551

 
$
1,525

Interest on investment securities
247

 
216

 
211

Interest on short-term investments
27

 
17

 
14

Total interest income
1,909

 
1,784

 
1,750

INTEREST EXPENSE
 
 
 
 
 
Interest on deposits
40

 
43

 
45

Interest on medium- and long-term debt
72

 
52

 
50

Total interest expense
112

 
95

 
95

Net interest income
1,797

 
1,689

 
1,655

Provision for credit losses
248

 
147

 
27

Net interest income after provision for credit losses
1,549

 
1,542

 
1,628

NONINTEREST INCOME
 
 
 
 
 
Card fees
303

 
276

 
81

Service charges on deposit accounts
219

 
223

 
215

Fiduciary income
190

 
187

 
180

Commercial lending fees
89

 
99

 
98

Letter of credit fees
50

 
53

 
57

Bank-owned life insurance
42

 
40

 
39

Foreign exchange income
42

 
40

 
40

Brokerage fees
19

 
17

 
17

Net securities losses
(5
)
 
(2
)
 
—

Other noninterest income
102

 
102

 
130

Total noninterest income
1,051

 
1,035

 
857

NONINTEREST EXPENSES
 
 
 
 
 
Salaries and benefits expense
961

 
1,009

 
980

Outside processing fee expense
336

 
318

 
111

Net occupancy expense
157

 
159

 
171

Equipment expense
53

 
53

 
57

Restructuring charges
93

 
—

 
—

Software expense
119

 
99

 
95

FDIC insurance expense
54

 
37

 
33

Advertising expense
21

 
24

 
23

Litigation-related expense
1

 
(32
)
 
4

Gain on debt redemption
—

 
—

 
(32
)
Other noninterest expenses
135

 
160

 
173

Total noninterest expenses
1,930

 
1,827

 
1,615

Income before income taxes
670

 
750

 
870

Provision for income taxes
193

 
229

 
277

NET INCOME
477

 
521

 
593

Less income allocated to participating securities
4

 
6

 
7

Net income attributable to common shares
$
473

 
$
515

 
$
586

Earnings per common share:
 
 
 
 
 
Basic
$
2.74

 
$
2.93

 
$
3.28

Diluted
2.68

 
2.84

 
3.16

 
 
 
 
 
 
Cash dividends declared on common stock
154

 
148

 
143

Cash dividends declared per common share
0.89

 
0.83

 
0.79

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Comerica Incorporated and Subsidiaries

(in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
 
 
 
 
 
 
NET INCOME
$
477

 
$
521

 
$
593

 
 
 
 
 
 
OTHER COMPREHENSIVE INCOME (LOSS)
 
 
 
 
 
 
 
 
 
 
 
Unrealized (losses) gains on investment securities:
 
 
 
 
 
Net unrealized holding (losses) gains arising during the period
(70
)
 
(55
)
 
166

Less:
 
 
 
 
 
Reclassification adjustment for net securities (losses) gains included in net income
—

 
(2
)
 
1

Net losses realized as a yield adjustment in interest on investment securities
(3
)
 
(8
)
 
—

Change in net unrealized (losses) gains before income taxes
(67
)
 
(45
)
 
165

 
 
 
 
 
 
Defined benefit pension and other postretirement plans adjustment:
 
 
 
 
 
Actuarial loss arising during the period
(134
)
 
(57
)
 
(240
)
Prior service credit arising during the period
234

 
3

 
—

Adjustments for amounts recognized as components of net periodic benefit cost:
 
 
 
 
 
Amortization of actuarial net loss
46

 
70

 
39

Amortization of prior service (credit) cost
(7
)
 
1

 
3

Change in defined benefit pension and other postretirement plans adjustment before income taxes
139

 
17

 
(198
)
 
 
 
 
 
 
Total other comprehensive income (loss) before income taxes
72

 
(28
)
 
(33
)
Provision (benefit) for income taxes
26

 
(11
)
 
(12
)
Total other comprehensive income (loss), net of tax
46

 
(17
)
 
(21
)
 
 
 
 
 
 
COMPREHENSIVE INCOME
$
523

 
$
504

 
$
572

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
Comerica Incorporated and Subsidiaries

 
Common Stock
 
 
 
Accumulated
Other
Comprehensive
Loss
 
 
 
 
 
Total
Shareholders’
Equity
(in millions, except per share data)
Shares
Outstanding
 
Amount
 
Capital
Surplus
 
 
Retained
Earnings
 
Treasury
Stock
 
BALANCE AT DECEMBER 31, 2013
182.3

 
$
1,141

 
$
2,179

 
$
(391
)
 
$
6,318

 
$
(2,097
)
 
$
7,150

Net income
—

 
—

 
—

 
—

 
593

 
—

 
593

Other comprehensive income, net of tax
—

 
—

 
—

 
(21
)
 
—

 
—

 
(21
)
Cash dividends declared on common stock ($0.79 per share)
—

 
—

 
—

 
—

 
(143
)
 
—

 
(143
)
Purchase of common stock
(5.4
)
 
—

 
—

 
—

 
—

 
(260
)
 
(260
)
Net issuance of common stock under employee stock plans
2.1

 
—

 
(27
)
 
—

 
(24
)
 
96

 
45

Share-based compensation
—

 
—

 
38

 
—

 
—

 
—

 
38

Other
—

 
—

 
(2
)
 
—

 
—

 
2

 
—

BALANCE AT DECEMBER 31, 2014
179.0

 
1,141

 
2,188

 
(412
)
 
6,744

 
(2,259
)
 
7,402

Net income
—

 
—

 
—

 
—

 
521

 
—

 
521

Other comprehensive loss, net of tax
—

 
—

 
—

 
(17
)
 
—

 
—

 
(17
)
Cash dividends declared on common stock ($0.83 per share)
—

 
—

 
—

 
—

 
(148
)
 
—

 
(148
)
Purchase of common stock
(5.3
)
 
—

 
—

 
—

 
—

 
(240
)
 
(240
)
Purchase and retirement of warrants
—

 
—

 
(10
)
 
—

 
—

 
—

 
(10
)
Net issuance of common stock under employee stock plans
1.0

 
—

 
(22
)
 
—

 
(11
)
 
47

 
14

Net issuance of common stock for warrants
1.0

 
 
 
(21
)
 
 
 
(22
)
 
43

 
—

Share-based compensation
—

 
—

 
38

 
—

 
—

 
—

 
38

BALANCE AT DECEMBER 31, 2015
175.7

 
1,141

 
2,173

 
(429
)
 
7,084

 
(2,409
)
 
7,560

Net income
—

 
—

 
—

 
—

 
477

 
—

 
477

Other comprehensive income, net of tax
—

 
—

 
—

 
46

 
—

 
—

 
46

Cash dividends declared on common stock ($0.89 per share)
—

 
—

 
—

 
—

 
(154
)
 
—

 
(154
)
Purchase of common stock
(6.8
)
 
—

 
—

 
—

 
—

 
(310
)
 
(310
)
Net issuance of common stock under employee stock plans
4.1

 
—

 
(15
)
 
—

 
(27
)
 
185

 
143

Net issuance of common stock for warrants
2.3

 
—

 
(57
)
 
—

 
(49
)
 
106

 
—

Share-based compensation
—

 
—

 
34

 
—

 
—

 
—

 
34

BALANCE AT DECEMBER 31, 2016
175.3

 
$
1,141

 
$
2,135

 
$
(383
)
 
$
7,331

 
$
(2,428
)
 
$
7,796

See notes to consolidated financial statements.



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CONSOLIDATED STATEMENTS OF CASH FLOWS
Comerica Incorporated and Subsidiaries


 
 
 
 
(in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
OPERATING ACTIVITIES
 
 
 
 
 
Net income
$
477

 
$
521

 
$
593

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Provision for credit losses
248

 
147

 
27

(Benefit) provision for deferred income taxes
(51
)
 
(71
)
 
130

Depreciation and amortization
121

 
118

 
123

Net periodic defined benefit cost
6

 
48

 
40

Share-based compensation expense
34

 
38

 
38

Net amortization of securities
8

 
13

 
13

Accretion of loan purchase discount
(4
)
 
(7
)
 
(34
)
Net securities losses
5

 
2

 
—

Net gains on sales of foreclosed property
(4
)
 
(2
)
 
(4
)
Gain on debt redemption
—

 
—

 
(32
)
Excess tax benefits from share-based compensation arrangements
(9
)
 
(3
)
 
(7
)
Net change in:
 
 
 
 
 
Trading securities
—

 
—

 
13

Accrued income receivable
(20
)
 
(12
)
 
(4
)
Accrued expenses payable
37

 
(35
)
 
(14
)
Other, net
(355
)
 
105

 
(243
)
Net cash provided by operating activities
493

 
862

 
639

INVESTING ACTIVITIES
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
Maturities and redemptions
1,699

 
1,757

 
1,781

Purchases
(2,045
)
 
(4,228
)
 
(2,372
)
Investment securities held-to-maturity:
 
 
 
 
 
Maturities and redemptions
402

 
324

 
—

Purchases
—

 
(362
)
 
—

Net change in loans
(136
)
 
(644
)
 
(3,144
)
(Purchases) sales of Federal Home Loan Bank stock
(115
)
 
—

 
41

Proceeds from sales of foreclosed property
20

 
12

 
20

Net increase in premises and equipment
(95
)
 
(119
)
 
(70
)
Other, net
—

 
5

 
1

Net cash used in investing activities
(270
)
 
(3,255
)
 
(3,743
)
FINANCING ACTIVITIES
 
 
 
 
 
Net change in:
 
 
 
 
 
Deposits
(998
)
 
2,529

 
4,013

Short-term borrowings
2

 
(93
)
 
(137
)
Medium- and long-term debt:
 
 
 
 
 
Maturities and redemptions
(650
)
 
(606
)
 
(1,406
)
Issuances
2,800

 
1,016

 
596

Common stock:
 
 
 
 
 
Repurchases
(310
)
 
(240
)
 
(260
)
Cash dividends paid
(152
)
 
(147
)
 
(137
)
Issuances under employee stock plans
152

 
22

 
49

Purchase and retirement of warrants
—

 
(10
)
 
—

Excess tax benefits from share-based compensation arrangements
9

 
3

 
7

Other, net
(5
)
 
(5
)
 
(1
)
Net cash provided by financing activities
848

 
2,469

 
2,724

Net increase (decrease) in cash and cash equivalents
1,071

 
76

 
(380
)
Cash and cash equivalents at beginning of period
6,147

 
6,071

 
6,451

Cash and cash equivalents at end of period
$
7,218

 
$
6,147

 
$
6,071

Interest paid
$
111

 
$
94

 
$
101

Income taxes paid
106

 
88

 
218

Noncash investing and financing activities:
 
 
 
 
 
Loans transferred to other real estate
21

 
12

 
16

Loans transferred from portfolio to held-for-sale
—

 
28

 
—

Loans transferred from held-for-sale to portfolio
17

 
—

 
—

Lease residual transferred to other assets
—

 
16

 
—

Securities transferred from available-for-sale to held-to-maturity
—

 
—

 
1,958

See notes to consolidated financial statements.

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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Organization
Comerica Incorporated (the Corporation) is a registered financial holding company headquartered in Dallas, Texas. The Corporation’s major business segments are the Business Bank, the Retail Bank and Wealth Management. The Corporation operates in three primary geographic markets: Michigan, California and Texas. For further discussion of each business segment and primary geographic market, refer to Note 23 . The Corporation and its banking subsidiaries are regulated at both the state and federal levels.
The accounting and reporting policies of the Corporation conform to United States (U.S.) generally accepted accounting principles (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from these estimates. Certain items in prior periods were reclassified to conform to the current presentation.
The following summarizes the significant accounting policies of the Corporation applied in the preparation of the accompanying consolidated financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of the Corporation and the accounts of those subsidiaries that are majority owned and in which the Corporation has a controlling financial interest. The Corporation consolidates entities not determined to be variable interest entities (VIEs) when it holds a controlling financial interest in the entity and uses the cost or equity method when it holds less than a controlling financial interest. In consolidation, all significant intercompany accounts and transactions are eliminated. The results of operations of companies acquired are included from the date of acquisition. Certain amounts in the financial statements for prior years have been reclassified to conform to current financial statement presentation.
The Corporation holds investments in certain legal entities that are considered VIEs. In general, a VIE is an entity that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations. If any of these characteristics are present, the entity is subject to a variable interests consolidation model, and consolidation is based on variable interests, not on voting interests. Variable interests are defined as contractual ownership or other money interests in an entity that change with fluctuations in the entity’s net asset value. The primary beneficiary is required to consolidate the VIE. The primary beneficiary is defined as the party that has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits that could be significant to the VIE. The maximum potential exposure to losses relative to investments in VIEs is generally limited to the sum of the outstanding book basis and unfunded commitments for future investments.
The Corporation evaluates its investments in VIEs, both at inception and when there is a change in circumstances that requires reconsideration, to determine if the Corporation is the primary beneficiary and consolidation is required. The Corporation accounts for unconsolidated VIEs using either the proportional, cost or equity method. These investments comprise investments in community development projects which generate tax credits to their investors and are included in "accrued income and other assets" on the consolidated balance sheets.
The proportional method is used for investments in affordable housing projects that qualify for the low-income housing tax credit (LIHTC). The equity method is used for other investments where the Corporation has the ability to exercise significant influence over the entity’s operation and financial policies. Other unconsolidated equity investments that do not meet the criteria to be accounted for under the equity method are accounted for under the cost method. Amortization and other write-downs of LIHTC investments are presented on a net basis as a component of the "provision for income taxes," while income, amortization and write-downs from cost and equity method investments are recorded in “other noninterest income” on the consolidated statements of income.
Assets held in an agency or fiduciary capacity are not assets of the Corporation and are not included in the consolidated financial statements.
See Note 9 for additional information about the Corporation’s involvement with VIEs.

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Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Fair Value Measurements
The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, the Corporation uses present value techniques and other valuation methods to estimate the fair values of its financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.
Fair value is an estimate of the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date. Fair value is based on the assumptions market participants would use when pricing an asset or liability.
Trading securities, investment securities available-for-sale, derivatives and deferred compensation plan liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, the Corporation may be required to record other assets and liabilities at fair value on a nonrecurring basis, such as impaired loans, other real estate (primarily foreclosed property), nonmarketable equity securities and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve write-downs of individual assets or application of lower of cost or fair value accounting.
Fair value measurements and disclosures guidance establishes a three-level fair value hierarchy based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. Fair value measurements are separately disclosed by level within the fair value hierarchy. For assets and liabilities recorded at fair value, it is the Corporation’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements.
 
Level 1
 
Valuation is based upon quoted prices for identical instruments traded in active markets.
 
 
 
 
 
Level 2
 
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
 
 
 
 
 
Level 3
 
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
The Corporation generally utilizes third-party pricing services to value Level 1 and Level 2 trading and investment securities, as well as certain derivatives designated as fair value hedges. Management reviews the methodologies and assumptions used by the third-party pricing services and evaluates the values provided, principally by comparison with other available market quotes for similar instruments and/or analysis based on internal models using available third-party market data. The Corporation may occasionally adjust certain values provided by the third-party pricing service when management believes, as the result of its review, that the adjusted price most appropriately reflects the fair value of the particular security.
Fair value measurements for assets and liabilities where limited or no observable market data exists are based primarily upon estimates, often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.
Following are descriptions of the valuation methodologies and key inputs used to measure financial assets and liabilities recorded at fair value, as well as a description of the methods and significant assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis. The descriptions include an indication of the level of the fair value hierarchy in which the assets or liabilities are classified. Transfers of assets or liabilities between levels of the fair value hierarchy are recognized at the beginning of the reporting period, when applicable.
Cash and due from banks, federal funds sold and interest-bearing deposits with banks
Due to their short-term nature, the carrying amount of these instruments approximates the estimated fair value. As such, the Corporation classifies the estimated fair value of these instruments as Level 1.

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Trading securities and associated deferred compensation plan liabilities
Trading securities include securities held for trading purposes as well as assets held related to employee deferred compensation plans. Trading securities and associated deferred compensation plan liabilities are recorded at fair value on a recurring basis and included in “other short-term investments” and “accrued expenses and other liabilities,” respectively, on the consolidated balance sheets. Level 1 trading securities include assets related to employee deferred compensation plans, which are invested in mutual funds, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and other securities traded on an active exchange, such as the New York Stock Exchange. Deferred compensation plan liabilities represent the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets. Level 2 trading securities include municipal bonds and residential mortgage-backed securities issued by U.S. government-sponsored entities and corporate debt securities. The methods used to value trading securities are the same as the methods used to value investment securities, discussed below.
Investment securities
Investment securities available-for-sale are recorded at fair value on a recurring basis. The Corporation discloses estimated fair values of investment securities held-to-maturity, which is determined in the same manner as investment securities available-for-sale. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include residential mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored entities and corporate debt securities. The fair value of Level 2 securities is determined using quoted prices of securities with similar characteristics, or pricing models based on observable market data inputs, primarily interest rates, spreads and prepayment information.
Securities classified as Level 3 represent securities in less liquid markets requiring significant management assumptions when determining fair value. Auction-rate securities comprise Level 3 investment securities available-for-sale. The Corporate Development Department, with appropriate oversight and approval provided by senior management, is responsible for determining the valuation methodology for auction-rate securities and for updating significant inputs. Valuation results, including an analysis of changes to the valuation methodology and significant inputs, are provided to senior management for review on a quarterly basis.
Loans held-for-sale
Loans held-for-sale, included in “other short-term investments” on the consolidated balance sheets, are recorded at the lower of cost or fair value. Loans held-for-sale may be carried at fair value on a nonrecurring basis when fair value is less than cost. The fair value is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Corporation classifies both loans held-for-sale subjected to nonrecurring fair value adjustments and the estimated fair value of loans held-for sale as Level 2.
Loans
The Corporation does not record loans at fair value on a recurring basis. However, the Corporation may establish a specific allowance for an impaired loan based on the fair value of the underlying collateral. Such loan values are reported as nonrecurring fair value measurements. Collateral values supporting individually evaluated impaired loans are evaluated quarterly. When management determines that the fair value of the collateral requires additional adjustments, either as a result of non-current appraisal value or when there is no observable market price, the Corporation classifies the impaired loan as Level 3. The Special Assets Group is responsible for performing quarterly credit quality reviews for all impaired loans as part of the quarterly allowance for loan losses process overseen by the Chief Credit Officer, during which valuation adjustments to updated collateral values are determined.
The Corporation discloses fair value estimates for loans. The estimated fair value is determined based on characteristics such as loan category, repricing features and remaining maturity, and includes prepayment and credit loss estimates. For variable rate business loans that reprice frequently, the estimated fair value is based on carrying values adjusted for estimated credit losses inherent in the portfolio at the balance sheet date. For other business loans and retail loans, fair values are estimated using a discounted cash flow model that employs a discount rate that reflects the Corporation's current pricing for loans with similar characteristics and remaining maturity, adjusted by an amount for estimated credit losses inherent in the portfolio at the balance sheet date. The rates take into account the expected yield curve, as well as an adjustment for prepayment risk, when applicable. The Corporation classifies the estimated fair value of loans held for investment as Level 3.
Customers’ liability on acceptances outstanding and acceptances outstanding
Customers' liability on acceptances outstanding is included in "accrued income and other assets" and acceptances outstanding are included in "accrued expenses and other liabilities" on the consolidated balance sheets. Due to their short-term nature, the

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carrying amount of these instruments approximates the estimated fair value. As such, the Corporation classifies the estimated fair value of these instruments as Level 1.
Derivative assets and derivative liabilities
Derivative instruments held or issued for risk management or customer-initiated activities are traded in over-the-counter markets where quoted market prices are not readily available. Fair value for over-the-counter derivative instruments is measured on a recurring basis using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities. The Corporation manages credit risk on its derivative positions based on whether the derivatives are being settled through a clearinghouse or bilaterally with each counterparty. For derivative positions settled on a counterparty-by-counterparty basis, the Corporation calculates credit valuation adjustments, included in the fair value of these instruments, on the basis of its relationships at the counterparty portfolio/master netting agreement level. These credit valuation adjustments are determined by applying a credit spread for the counterparty or the Corporation, as appropriate, to the total expected exposure of the derivative after considering collateral and other master netting arrangements. These adjustments, which are considered Level 3 inputs, are based on estimates of current credit spreads to evaluate the likelihood of default. When credit valuation adjustments are significant to the overall fair value of a derivative, the Corporation classifies the over-the-counter derivative valuation in Level 3 of the fair value hierarchy; otherwise, over-the-counter derivative valuations are classified in Level 2.
Warrants which contain a net exercise provision or a non-contingent put right embedded in the warrant agreement are accounted for as derivatives and recorded at fair value on a recurring basis using a Black-Scholes valuation model. The Black-Scholes valuation model utilizes five inputs: risk-free rate, expected life, volatility, exercise price, and the per share market value of the underlying company. The Corporation holds a portfolio of warrants for generally nonmarketable equity securities with a fair value of $3 million at December 31, 2016 , included in "accrued income and other assets" on the consolidated balance sheets. These warrants are primarily from non-public technology companies obtained as part of the loan origination process. The Corporate Development Department is responsible for the warrant valuation process, which includes reviewing all significant inputs for reasonableness, and for providing valuation results to senior management. Increases in any of these inputs in isolation, with the exception of exercise price, would result in a higher fair value. Increases in exercise price in isolation would result in a lower fair value. The Corporation classifies warrants accounted for as derivatives as Level 3.
Nonmarketable equity securities
The Corporation has a portfolio of indirect (through funds) private equity and venture capital investments with a carrying value and unfunded commitments of $11 million and $2 million , respectively, at December 31, 2016 . These funds generally cannot be redeemed and the majority is not readily marketable. Distributions from these funds are received by the Corporation as a result of the liquidation of underlying investments of the funds and/or as income distributions. It is estimated that the underlying assets of the funds will be liquidated over a period of up to 8 years. Recently issued federal regulations may require the Corporation to sell certain of these funds prior to liquidation. The investments are accounted for either on the cost or equity method and are individually reviewed for impairment on a quarterly basis by comparing the carrying value to the estimated fair value. These investments may be carried at fair value on a nonrecurring basis when they are deemed to be impaired and written down to fair value. Where there is not a readily determinable fair value, the Corporation estimates fair value for indirect private equity and venture capital investments based on the net asset value, as reported by the fund. On a quarterly basis, the Corporate Development Department is responsible, with appropriate oversight and approval provided by senior management, for performing the valuation procedures and updating significant inputs, as are primarily provided by the underlying fund's management.
The Corporation also holds restricted equity investments, primarily Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) stock. Restricted equity securities are not readily marketable and are recorded at cost (par value) in "accrued income and other assets" on the consolidated balance sheets and evaluated for impairment based on the ultimate recoverability of the par value. No significant observable market data for these instruments is available. The Corporation considers the profitability and asset quality of the issuer, dividend payment history and recent redemption experience and believes its investments in FHLB and FRB stock are ultimately recoverable at par. Therefore, the carrying amount for these restricted equity investments approximates fair value. The Corporation classifies the estimated fair value of such investments as Level 1. The Corporation’s investment in FHLB stock totaled $122 million and $7 million at December 31, 2016 and 2015 , respectively, and its investment in FRB stock totaled $85 million at both December 31, 2016 and 2015 .
Other real estate
Other real estate is included in “accrued income and other assets” on the consolidated balance sheets and includes primarily foreclosed property. Foreclosed property is initially recorded at fair value, less costs to sell, at the date of legal title transfer to the Corporation, establishing a new cost basis. Subsequently, foreclosed property is carried at the lower of cost or fair value, less costs to sell. Other real estate may be carried at fair value on a nonrecurring basis when fair value is less than cost. Fair value is based upon independent market prices, appraised value or management's estimate of the value of the property. The

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Special Assets Group obtains updated independent market prices and appraised values, as required by state regulation or deemed necessary based on market conditions, and determines if additional write-downs are necessary. On a quarterly basis, senior management reviews all other real estate and determines whether the carrying values are reasonable, based on the length of time elapsed since receipt of independent market price or appraised value and current market conditions. When management determines that the fair value of other real estate requires additional adjustments, either as a result of a non-current appraisal or when there is no observable market price, the Corporation classifies the other real estate as Level 3.
Deposit liabilities
The estimated fair value of checking, savings and certain money market deposit accounts is represented by the amounts payable on demand. The estimated fair value of term deposits is calculated by discounting the scheduled cash flows using the period-end rates offered on these instruments. As such, the Corporation classifies the estimated fair value of deposit liabilities as Level 2.
Short-term borrowings
The carrying amount of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings approximates the estimated fair value. As such, the Corporation classifies the estimated fair value of short-term borrowings as Level 1.
Medium- and long-term debt
The estimated fair value of the Corporation's medium- and long-term debt is based on quoted market values when available. If quoted market values are not available, the estimated fair value is based on the market values of debt with similar characteristics. The Corporation classifies the estimated fair value of medium- and long-term debt as Level 2.
Credit-related financial instruments
Credit-related financial instruments include unused commitments to extend credit and letters of credit. These instruments generate ongoing fees which are recognized over the term of the commitment. In situations where credit losses are probable, the Corporation records an allowance. The carrying value of these instruments included in "accrued expenses and other liabilities" on the consolidated balance sheets, which includes the carrying value of the deferred fees plus the related allowance, approximates the estimated fair value. The Corporation classifies the estimated fair value of credit-related financial instruments as Level 3.
For further information about fair value measurements refer to Note 2 .
Other Short-Term Investments
Other short-term investments include trading securities and loans held-for-sale.    
Trading securities are carried at fair value. Realized and unrealized gains or losses on trading securities are included in “other noninterest income” on the consolidated statements of income.
Loans held-for-sale, typically residential mortgages originated with the intent to sell and occasionally may include other loans transferred to held-for-sale, are carried at the lower of cost or fair value. Fair value is determined in the aggregate for each portfolio. Changes in fair value and gains or losses upon sale are included in “other noninterest income” on the consolidated statements of income.
Investment Securities
Securities not held for trading purposes are classified as available-for-sale or held-to-maturity. Debt securities for which management has the intent and ability to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Securities available-for-sale are recorded at fair value, with unrealized gains and losses, net of income taxes, reported as a separate component of other comprehensive income (loss) (OCI).
Securities transferred from available-for-sale to held-to-maturity are reclassified at fair value on the date of transfer. The net unrealized gain (loss) at the date of transfer is included in historical cost and amortized over the remaining life of the related securities as a yield adjustment consistent with the amortization of the net unrealized gain (loss) included in accumulated other comprehensive loss on the same securities, resulting in no impact to net income.
Investment securities are reviewed quarterly for possible other-than-temporary impairment (OTTI). In determining whether OTTI exists for debt securities in an unrealized loss position, the Corporation assesses the likelihood of selling the security prior to the recovery of its amortized cost basis. If the Corporation intends to sell the debt security or it is more likely than not that the Corporation will be required to sell the debt security prior to the recovery of its amortized cost basis, the debt security is written down to fair value, and the full amount of any impairment charge is recorded as a loss in “net securities gains” in the consolidated statements of income. If the Corporation does not intend to sell the debt security and it is more likely than not that the Corporation

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will not be required to sell the debt security prior to recovery of its amortized cost basis, only the credit component of any impairment of a debt security is recognized as a loss in “net securities gains” on the consolidated statements of income, with the remaining impairment recorded in OCI.
The OTTI review for equity securities includes an analysis of the facts and circumstances of each individual investment and focuses on the severity of loss, the length of time the fair value has been below cost, the expectation for that security’s performance, the financial condition and near-term prospects of the issuer, and management’s intent and ability to hold the security to recovery. A decline in value of an equity security that is considered to be other-than-temporary is recorded as a loss in “net securities (losses) gains” on the consolidated statements of income.
Gains or losses on the sale of securities are computed based on the adjusted cost of the specific security sold.
For further information on investment securities, refer to Note 3 .
Loans
Loans and leases originated and held for investment are recorded at the principal balance outstanding, net of unearned income, charge-offs and unamortized deferred fees and costs. Interest income is recognized on loans and leases using the interest method.
The Corporation assesses all loan modifications to determine whether a restructuring constitutes a troubled debt restructuring (TDR). A restructuring is considered a TDR when a borrower is experiencing financial difficulty and the Corporation grants a concession to the borrower. TDRs on accrual status at the original contractual rate of interest are considered performing. Nonperforming TDRs include TDRs on nonaccrual status and loans which have been renegotiated to less than the original contractual rates (reduced-rate loans). All TDRs are considered impaired loans.
Loan Origination Fees and Costs
Substantially all loan origination fees and costs are deferred and amortized to net interest income over the life of the related loan or over the commitment period as a yield adjustment. Net deferred income on originated loans, including unearned income and unamortized costs, fees, premiums and discounts, totaled $147 million and $226 million at December 31, 2016 and 2015 , respectively.
Loan fees on unused commitments and net origination fees related to loans sold are recognized in noninterest income.
  Allowance for Credit Losses
The allowance for credit losses includes both the allowance for loan losses and the allowance for credit losses on lending-related commitments.
The Corporation disaggregates the loan portfolio into segments for purposes of determining the allowance for credit losses. These segments are based on the level at which the Corporation develops, documents and applies a systematic methodology to determine the allowance for credit losses. The Corporation's portfolio segments are business loans and retail loans. Business loans include the commercial, real estate construction, commercial mortgage, lease financing and international loan portfolios. Retail loans consist of traditional residential mortgage, home equity and other consumer loans.
For further information on the Allowance for Credit Losses, refer to Note 4 .
Allowance for Loan Losses
The allowance for loan losses represents management’s assessment of probable, estimable losses inherent in the Corporation’s loan portfolio. The allowance for loan losses includes specific allowances, based on individual evaluations of certain loans, and allowances for homogeneous pools of loans with similar risk characteristics.
The Corporation individually evaluates certain impaired loans on a quarterly basis and establishes specific allowances for such loans, if required. A loan is considered impaired when it is probable that interest or principal payments will not be made in accordance with the contractual terms of the loan agreement. Consistent with this definition, all loans for which the accrual of interest has been discontinued (nonaccrual loans) are considered impaired. The Corporation individually evaluates nonaccrual loans with book balances of $2 million or more and accruing loans whose terms have been modified in a TDR. The threshold for individual evaluation is revised on an infrequent basis, generally when economic circumstances change significantly. Specific allowances for impaired loans are estimated using one of several methods, including the estimated fair value of underlying collateral, observable market value of similar debt or discounted expected future cash flows. Collateral values supporting individually evaluated impaired loans are evaluated quarterly. Either appraisals are obtained or appraisal assumptions are updated at least annually unless conditions dictate increased frequency. The Corporation may reduce the collateral value based upon the age of the appraisal and adverse developments in market conditions.

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Loans which do not meet the criteria to be evaluated individually are evaluated in homogeneous pools of loans with similar risk characteristics. Business loans are assigned to pools based on the Corporation's internal risk rating system. Internal risk ratings are assigned to each business loan at the time of approval and are subjected to subsequent periodic reviews by the Corporation’s senior management, generally at least annually or more frequently upon the occurrence of a circumstance that affects the credit risk of the loan. For business loans not individually evaluated, losses inherent to the pool are estimated by applying standard reserve factors to outstanding principal balances. Standard reserve factors are based on estimated probabilities of default for each internal risk rating, set to a default horizon based on an estimated loss emergence period, and loss given default. These factors are evaluated quarterly and updated annually, unless economic conditions necessitate a change, giving consideration to count-based borrower risk rating migration experience and trends, recent charge-off experience, current economic conditions and trends, changes in collateral values of properties securing loans, and trends with respect to past due and nonaccrual amounts.
The allowance for business loans not individually evaluated also includes qualitative adjustments to bring the allowance to the level management believes is appropriate based on factors that have not otherwise been fully accounted for, including adjustments for (i) risk factors that have not been fully addressed in internal risk ratings, (ii) imprecision in the risk rating system resulting from inaccuracy in assigning and/or entering risk ratings in the loan accounting system, (iii) market conditions and (iv) model imprecision. Risk factors that have not been fully addressed in internal risk ratings may include portfolios where recent historical losses exceed expected losses or known recent events are expected to alter risk ratings once evidence is acquired, portfolios where a certain level of concentration introduces added risk, or changes in the level and quality of experience held by lending management. An additional allowance for risk rating errors is calculated based on the results of risk rating accuracy assessments performed on samples of business loans conducted by the Corporation's asset quality review function, a function independent of the lending and credit groups responsible for assigning the initial internal risk rating at the time of approval. Qualitative adjustments for market conditions are determined based on an established framework. The determination of the appropriate adjustment is based on management's analysis of observable macroeconomic metrics, including consideration of regional metrics within the Corporation's footprint, internal credit risk movement and a qualitative assessment of the lending environment, including underwriting standards, current economic and political conditions, and other factors affecting credit quality. Management recognizes the sensitivity of various assumptions made in the quantitative modeling of expected losses and may adjust reserves depending upon the level of uncertainty that currently exists in one or more assumption.
The allowance for retail loans not individually evaluated is determined by applying estimated loss rates to various pools of loans within the portfolios with similar risk characteristics. Estimated loss rates for all pools are updated quarterly, incorporating quantitative and qualitative factors such as recent charge-off experience, current economic conditions and trends, changes in collateral values of properties securing loans (using index-based estimates), and trends with respect to past due and nonaccrual amounts.
Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans, and therefore no corresponding allowance for loan losses is recorded for these loans at acquisition. Methods utilized to estimate any subsequently required allowance for loan losses for acquired loans not deemed credit-impaired at acquisition are similar to originated loans; however, the estimate of loss is based on the unpaid principal balance less any remaining purchase discount.
The total allowance for loan losses is sufficient to absorb incurred losses inherent in the total portfolio. Unanticipated economic events, including political, economic and regulatory instability in countries where the Corporation has loans, could cause changes in the credit characteristics of the portfolio and result in an unanticipated increase in the allowance. Significant increases in current portfolio exposures, as well as the inclusion of additional industry-specific portfolio exposures in the allowance, could also increase the amount of the allowance. Any of these events, or some combination thereof, may result in the need for additional provision for credit losses in order to maintain an allowance that complies with credit risk and accounting policies.
Loans deemed uncollectible are charged off and deducted from the allowance. Recoveries on loans previously charged off are added to the allowance.
  Allowance for Credit Losses on Lending-Related Commitments
The allowance for credit losses on lending-related commitments provides for probable losses inherent in lending-related commitments, including unused commitments to extend credit and letters of credit. The allowance for credit losses on lending-related commitments includes allowances based on homogeneous pools of letters of credit and unused commitments to extend credit within each internal risk rating. A probability of draw estimate is applied to the commitment amount, and the result is multiplied by standard reserve factors consistent with business loans. In general, the probability of draw for letters of credit is considered certain for all letters of credit supporting loans and for letters of credit assigned an internal risk rating generally consistent with regulatory defined substandard or doubtful. Other letters of credit and all unfunded commitments have a lower probability of draw. The allowance for credit losses on lending-related commitments is included in “accrued expenses and other liabilities”

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on the consolidated balance sheets, with the corresponding charge reflected in the “provision for credit losses” on the consolidated statements of income.
Nonperforming Assets
Nonperforming assets consist of nonaccrual loans, reduced-rate loans and foreclosed property.
A loan is considered past due when the contractually required principal or interest payment is not received by the specified due date or, for certain loans, when a scheduled monthly payment is past due and unpaid for 30 days or more. Business loans are generally placed on nonaccrual status when management determines full collection of principal or interest is unlikely or when principal or interest payments are 90 days past due, unless the loan is fully collateralized and in the process of collection. The past-due status of a business loan is one of many indicative factors considered in determining the collectibility of the credit. The primary driver of when the principal amount of a business loan should be fully or partially charged-off is based on a qualitative assessment of the recoverability of the principal amount from collateral and other cash flow sources. Residential mortgage and home equity loans are generally placed on nonaccrual status once they become 90 days past due and are charged off to current appraised values less costs to sell no later than 180 days past due. In addition, junior lien home equity loans less than 90 days past due are placed on nonaccrual status if they have underlying risk characteristics that place full collection of the loan in doubt, such as when the related senior lien position is identified as seriously delinquent. Residential mortgage and consumer loans in bankruptcy for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt are placed on nonaccrual status and written down to estimated collateral value, without regard to the actual payment status of the loan, and are classified as TDRs. All other consumer loans are generally placed on nonaccrual status at 90 days past due and are charged off at no later than 120 days past due, earlier if deemed uncollectible.
At the time a loan is placed on nonaccrual status, interest previously accrued but not collected is charged against current income. Principal and interest payments received on such loans are generally first applied as a reduction of principal. Income on nonaccrual loans is then recognized only to the extent that cash is received after principal has been fully repaid or future collection of principal is probable. Generally, a loan may be returned to accrual status when all delinquent principal and interest have been received and the Corporation expects repayment of the remaining contractual principal and interest, or when the loan or debt security is both well secured and in the process of collection.
Foreclosed property (primarily real estate) is initially recorded at fair value, less costs to sell, at the date of legal title transfer to the Corporation and subsequently carried at the lower of cost or fair value, less estimated costs to sell. Loans are reclassified to foreclosed property upon obtaining legal title to the collateral. Independent appraisals are obtained to substantiate the fair value of foreclosed property at the time of foreclosure and updated at least annually or upon evidence of deterioration in the property’s value. At the time of foreclosure, the adjustment for the difference between the related loan balance and fair value (less estimated costs to sell) of the property acquired is charged or credited to the allowance for loan losses. Subsequent write-downs, operating expenses and losses upon sale, if any, are charged to noninterest expenses. Foreclosed property is included in “accrued income and other assets” on the consolidated balance sheets.
Premises and Equipment
Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, computed on the straight-line method, is charged to operations over the estimated useful lives of the assets. Estimated useful lives are generally 3 years to 33 years for premises that the Corporation owns and 3 years to 8 years for furniture and equipment. Leasehold improvements are generally amortized over the terms of their respective leases or 10 years, whichever is shorter.
Software
Capitalized software is stated at cost, less accumulated amortization. Capitalized software includes purchased software, capitalizable application development costs associated with internally-developed software and cloud computing arrangements, including an in-substance software license. Amortization, computed on the straight-line method, is charged to operations over the estimated useful life of the software, generally 5 years. Capitalized software is included in “accrued income and other assets” on the consolidated balance sheets.
Goodwill and Core Deposit Intangibles
Goodwill, included in "accrued income and other assets" on the consolidated balance sheets, is initially recorded as the excess of the purchase price over the fair value of net assets acquired in a business combination and is subsequently evaluated at least annually for impairment. Goodwill impairment testing is performed at the reporting unit level, equivalent to a business segment or one level below. The Corporation has three reporting units: the Business Bank, the Retail Bank and Wealth Management.
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basis if events or changes in circumstances between annual tests suggest additional testing may be warranted to determine if goodwill might be impaired. The goodwill impairment test is a two-step test. The first step of the goodwill impairment test compares the estimated fair value of identified reporting units with their carrying amount, including goodwill. If the estimated fair value of the reporting unit is less than the carrying value, the second step must be performed to determine the implied fair value of the reporting unit's goodwill and the amount of goodwill impairment, if any. The implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. If the implied fair value of goodwill exceeds the goodwill assigned to the reporting unit, there is no impairment. If the goodwill assigned to a reporting unit exceeds the implied fair value of goodwill, an impairment charge would be recorded for the excess.
In performing the annual impairment test, the carrying value of each reporting unit is the greater of economic or regulatory capital. The Corporation assigns economic capital using internal management methodologies on the basis of each reporting unit's credit, operational and interest rate risks, as well as goodwill. To determine regulatory capital, each reporting unit is assigned sufficient capital such that their respective Tier 1 ratio, based on allocated risk-weighted assets, is the same as that of the Corporation. Using this two-pronged approach, the Corporation's equity is fully allocated to its reporting units except for capital held primarily for the risk associated with the securities portfolio which is assigned to the Finance segment of the Corporation.
Determining the fair value of reporting units is a subjective process involving the use of estimates and judgments related to the selection of inputs such as future cash flows, discount rates, comparable public company multiples, applicable control premiums and economic expectations used in determining the interest rate environment. The estimated fair values of the reporting units are determined using a blend of two commonly used valuation techniques: the market approach and the income approach. For the market approach, valuations of reporting units consider a combination of earnings, equity and other multiples from companies with characteristics similar to the reporting unit. Since the fair values determined under the market approach are representative of noncontrolling interests, the valuations accordingly incorporate a control premium. For the income approach, estimated future cash flows and terminal value are discounted. Estimated future cash flows are derived from internal forecasts and economic expectations for each reporting unit which incorporate uncertainty factors inherent to long-term projections. The applicable discount rate is based on the imputed cost of equity capital appropriate for each reporting unit, which incorporates the risk-free rate of return, the level of non-diversified risk associated with companies with characteristics similar to the reporting unit, a size risk premium and a market equity risk premium.
The Corporation may choose to perform a qualitative assessment to determine whether the first step of the impairment test should be performed in future periods if certain factors indicate that impairment is unlikely. Factors which could be considered in the assessment of the likelihood of impairment include macroeconomic conditions, industry and market considerations, stock performance of the Corporation and its peers, financial performance, events affecting the Corporation as a whole or its reporting units individually and previous results of goodwill impairment tests.
Core deposit intangibles are amortized on an accelerated basis, based on the estimated period the economic benefits are expected to be received. Core deposit intangibles are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Impairment for a finite-lived intangible asset exists if the sum of the undiscounted cash flows expected to result from the use of the asset exceeds its carrying value.
Additional information regarding goodwill and core deposit intangibles can be found in Note 7 .
Nonmarketable Equity Securities
The Corporation has certain investments that are not readily marketable. These investments include a portfolio of investments in indirect private equity and venture capital funds and restricted equity investments, which are securities the Corporation is required to hold for various reasons, primarily Federal Home Loan Bank of Dallas (FHLB) and Federal Reserve Bank (FRB) stock. These investments are accounted for on the cost or equity method and are included in “accrued income and other assets” on the consolidated balance sheets. The investments are individually reviewed for impairment on a quarterly basis. Indirect private equity and venture capital funds are evaluated by comparing the carrying value to the estimated fair value. The amount by which the carrying value exceeds the fair value that is determined to be other-than-temporary impairment is charged to current earnings and the carrying value of the investment is written down accordingly. FHLB and FRB stock are recorded at cost (par value) and evaluated for impairment based on the ultimate recoverability of the par value. If the Corporation does not expect to recover the full par value, the amount by which the par value exceeds the ultimately recoverable value would be charged to current earnings and the carrying value of the investment would be written down accordingly.
Derivative Instruments and Hedging Activities
Derivative instruments are carried at fair value in either “accrued income and other assets” or “accrued expenses and other liabilities” on the consolidated balance sheets. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument is determined by whether it has been designated and qualifies as part of a hedging relationship and, further, by the type

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of hedging relationship. The Corporation presents derivative instruments at fair value in the consolidated balance sheets on a net basis when a right of offset exists, based on transactions with a single counterparty and any cash collateral paid to and/or received from that counterparty for derivative contracts that are subject to legally enforceable master netting arrangements. For derivative instruments designated and qualifying as fair value hedges (i.e., hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as cash flow hedges (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item (i.e., the ineffective portion), if any, is recognized in current earnings during the period of change. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change.
To qualify for the use of hedge accounting, a derivative must be effective at inception and expected to be continuously effective in offsetting the risk being hedged. For derivatives designated as hedging instruments at inception, the Corporation uses either the short-cut method or applies statistical regression analysis to assess effectiveness. The short-cut method is used for $400 million notional of fair value hedges of medium and long-term debt issued prior to 2006. This method allows for the assumption of zero hedge ineffectiveness and eliminates the requirement to further assess hedge effectiveness on these transactions. For hedge relationships to which the Corporation does not apply the short-cut method, statistical regression analysis is used at inception and for each reporting period thereafter to assess whether the derivative used has been and is expected to be highly effective in offsetting changes in the fair value or cash flows of the hedged item. All components of each derivative instrument’s gain or loss are included in the assessment of hedge effectiveness. Net hedge ineffectiveness is recorded in “other noninterest income” on the consolidated statements of income.
Further information on the Corporation’s derivative instruments and hedging activities is included in Note  8 .
Short-Term Borrowings
Securities sold under agreements to repurchase are treated as collateralized borrowings and are recorded at amounts equal to the cash received. The contractual terms of the agreements to repurchase may require the Corporation to provide additional collateral if the fair value of the securities underlying the borrowings declines during the term of the agreement.
Financial Guarantees
Certain guarantee contracts or indemnification agreements that contingently require the Corporation, as guarantor, to make payments to the guaranteed party are initially measured at fair value and included in “accrued expenses and other liabilities” on the consolidated balance sheets. The subsequent accounting for the liability depends on the nature of the underlying guarantee. The release from risk is accounted for under a particular guarantee when the guarantee expires or is settled, or by a systematic and rational amortization method.
Further information on the Corporation’s obligations under guarantees is included in Note 8 .
Share-Based Compensation
The Corporation recognizes share-based compensation expense using the straight-line method over the requisite service period for all stock awards, including those with graded vesting. The requisite service period is the period an employee is required to provide service in order to vest in the award, which cannot extend beyond the date at which the employee is no longer required to perform any service to receive the share-based compensation (the retirement-eligible date). Certain awards are contingent upon performance and/or market conditions, which affect the number of shares ultimately issued. The Corporation periodically evaluates the probable outcome of the performance conditions and makes cumulative adjustments to compensation expense as appropriate. Market conditions are included in the determination of the fair value of the award on the date of grant. Subsequent to the grant date, market conditions have no impact on the amount of compensation expense the Corporation will recognize over the life of the award.
Further information on the Corporation’s share-based compensation plans is included in Note 16 .
Revenue Recognition
The following summarizes the Corporation’s revenue recognition policies as they relate to certain noninterest income line items in the consolidated statements of income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Card fees includes primarily bankcard interchange revenue which is recorded as revenue when earned. Effective January 1, 2015, the Corporation entered into a new contract for an existing debit card program. Guidance provided in Accounting Standards Code 605-45, " Principal Agent Considerations," indicates whether revenue should be reported gross or net for this type of arrangement. Management assessed various principal versus agent indicators provided in the guidance and concluded that the Corporation bears the risks and rewards of providing the services for the card program based on the new contract terms and, therefore, gross presentation of revenues and expenses is appropriate. This change in presentation resulted in increases of $177 million to both "card fees" in noninterest income and "outside processing fee expense" in noninterest expenses for the year ended December 31, 2015.
Service charges on deposit accounts include fees for banking services provided, overdrafts and non-sufficient funds. Revenue is generally recognized in accordance with published deposit account agreements for retail accounts or contractual agreements for commercial accounts.
Fiduciary income includes fees and commissions from asset management, custody, recordkeeping, investment advisory and other services provided to personal and institutional trust customers. Revenue is recognized on an accrual basis at the time the services are performed and are based on either the market value of the assets managed or the services provided.
Commercial lending fees primarily include fees assessed on the unused portion of commercial lines of credit ("unused commitment fees") and syndication agent fees. Unused commitment fees are recognized when earned. Syndication agent fees are generally recognized when the transaction is complete.
Defined Benefit Pension and Other Postretirement Costs
Defined benefit pension costs are included in “salaries and benefits expense" on the consolidated statements of income and are funded consistent with the requirements of federal laws and regulations. Inherent in the determination of defined benefit pension costs are assumptions concerning future events that will affect the amount and timing of required benefit payments under the plans. These assumptions include demographic assumptions such as retirement age and mortality, a compensation rate increase, a discount rate used to determine the current benefit obligation and a long-term expected rate of return on plan assets. The Corporation updated these assumptions to reflect modifications made to the plans during the fourth quarter (see Note 17 to the consolidated financial statements) and to include a form of payment election assumption. Net periodic defined benefit pension expense includes service cost, interest cost based on the assumed discount rate, an expected return on plan assets based on an actuarially derived market-related value of assets, amortization of prior service cost or credit and amortization of net actuarial gains or losses. The market-related value of plan assets is determined by amortizing the current year’s investment gains and losses (the actual investment return net of the expected investment return) over 5 years. The amortization adjustment cannot exceed 10 percent of the fair value of assets. Prior service costs or credits include the impact of plan amendments on the liabilities and are amortized over the future service periods of active employees expected to receive benefits under the plan. Actuarial gains and losses result from experience different from that assumed and from changes in assumptions (excluding asset gains and losses not yet reflected in market-related value). Amortization of actuarial gains and losses is included as a component of net periodic defined benefit pension cost for a year if the actuarial net gain or loss exceeds 10 percent of the greater of the projected benefit obligation or the market-related value of plan assets. If amortization is required, the excess is amortized over the average remaining service period of participating employees expected to receive benefits under the plan.
Postretirement benefits are recognized in “salaries and benefits expense" on the consolidated statements of income during the average remaining service period of participating employees expected to receive benefits under the plan or the average remaining future lifetime of retired participants currently receiving benefits under the plan.
See Note 17 for further information regarding the Corporation’s defined benefit pension and other postretirement plans.
Income Taxes
The provision for income taxes is the sum of income taxes due for the current year and deferred taxes. Deferred taxes arise from temporary differences between the income tax basis and financial accounting basis of assets and liabilities. Deferred tax assets are evaluated for realization based on available evidence of loss carry-back capacity, future reversals of existing taxable temporary differences, and assumptions made regarding future events. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.
The Corporation classifies interest and penalties on income tax liabilities in the “provision for income taxes” on the consolidated statements of income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Earnings Per Share
Basic net income per common share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each share of common stock and participating securities according to dividends declared (distributed earnings) and participation rights in undistributed earnings. Distributed and undistributed earnings are allocated between common and participating security shareholders based on their respective rights to receive dividends. Nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities (e.g., nonvested restricted stock and service-based restricted stock units). Undistributed net losses are not allocated to nonvested restricted shareholders, as these shareholders do not have a contractual obligation to fund the losses incurred by the Corporation. Net income attributable to common shares is then divided by the weighted-average number of common shares outstanding during the period.
Diluted net income per common share is calculated using the more dilutive of either the treasury method or the two-class method. The dilutive calculation considers common stock issuable under the assumed exercise of stock options and performance-based restricted stock units granted under the Corporation’s stock plans and warrants using the treasury stock method, if dilutive. Net income attributable to common shares is then divided by the total of weighted-average number of common shares and common stock equivalents outstanding during the period.
Statements of Cash Flows
Cash and cash equivalents are defined as those amounts included in “cash and due from banks”, “federal funds sold” and “interest-bearing deposits with banks” on the consolidated balance sheets.
Comprehensive Income (Loss)
The Corporation presents on an annual basis the components of net income and other comprehensive income in two separate, but consecutive statements and presents on an interim basis the components of net income and a total for comprehensive income in one continuous consolidated statement of comprehensive income.
Pending Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (ASU 2014-09), which is intended to improve and converge the financial reporting requirements for revenue contracts with customers. Previous GAAP comprised broad revenue recognition concepts along with numerous industry-specific requirements. The new guidance establishes a five-step model which entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. The guidance under ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017, and must be retrospectively applied. The Corporation expects to adopt ASU 2014-09 in the first quarter 2018 using the modified retrospective approach, which includes presenting the cumulative effect of initial application along with supplementary disclosures. Under current guidance, recognition is deferred for compensation that is not considered to be fixed and determinable. Under ASU 2014-09 the Corporation believes this compensation will generally be recognized earlier as variable consideration. Based on preliminary analysis, the Corporation estimates the cumulative adjustment to retained earnings associated with such earlier recognition to be immaterial to its statement of financial position.
In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition of Financial Assets and Financial Liabilities," (ASU 2016-01), which makes targeted amendments to fair value measurement and disclosure guidance. ASU 2016-01 requires equity investments (other than equity method investments) to be measured at fair value with changes in fair value recognized in net income. This change is only applied if a readily determinable fair value can be obtained. The update also requires the use of exit prices to measure fair value for disclosure purposes as well as other enhanced disclosure requirements. The guidance under ASU 2016-01 is effective for annual and interim periods beginning after December 15, 2017, and early adoption is generally not permitted. At adoption on January 1, 2018, cumulative net unrealized gains and losses on equity investments other than equity method investments will be recognized as an adjustment to beginning retained earnings and accumulated other comprehensive income (loss). Amendments related to equity securities without a readily determinable fair value will be applied prospectively. The Corporation is currently evaluating the impact of adopting ASU 2016-01.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (ASU 2016-02), to increase the transparency and comparability of lease recognition and disclosure. The update requires lessees to recognize lease contracts with a term greater than one year on the balance sheet, while recognizing expenses on the income statement in a manner similar to current guidance. For lessors, the update makes targeted changes to the classification criteria and the lessor accounting model to align the guidance with the new lessee model and revenue guidance. ASU 2016-02 is effective for the Corporation on January 1, 2019 and must be applied using the modified retrospective approach. Early adoption is permitted. Based on preliminary evaluation, the right-of-use asset and the corresponding lease liability is expected to be less than one percent of the Corporation’s total assets at adoption. The

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Corporation will continue to evaluate for other impacts of adoption, including potential additional regulatory costs, but does not anticipate these to be significant.
In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting,” (ASU 2016-09), which intends to simplify accounting for share based payment transactions, including the income tax consequences and classification of awards. Among other items, the update requires excess tax benefits and deficiencies to be recognized as a component of income taxes within the income statement rather than additional paid in capital as required in current guidance. The Corporation adopted ASU 2016-09 effective January 1, 2017. The recognition of excess tax benefits and deficiencies in the income statement was adopted prospectively. Net excess tax benefits for awards that vested, exercised or expired during January 2017 approximated $4 million and were recognized as a component of income taxes during the first quarter 2017.
In connection with the adoption of ASU 2016-09, the Corporation elected to recognize forfeitures when they occur. Previously, the Corporation estimated a forfeiture rate in accordance with prior guidance. This amendment was implemented under the modified retrospective approach, resulting in a decrease to retained earnings of approximately $2 million , after tax, representing the cumulative additional compensation expense that would have been amortized through the date of adoption had this accounting policy election been in place. There were no other significant impacts identified pertaining to the adoption of ASU 2016-09.
In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," (ASU 2016-13), which addresses concerns regarding the perceived delay in recognition of credit losses under the existing incurred loss model. The amendment introduces a new, single model for recognizing credit losses on all financial instruments presented on cost basis. Under the new model, entities must estimate current expected credit losses by considering all available relevant information, including historical and current information, as well as reasonable and supportable forecasts of future events. The update also requires additional qualitative and quantitative information to allow users to better understand the credit risk within the portfolio and the methodologies for determining allowance. ASU 2016-13 is effective for the Corporation on January 1, 2020 and must be applied using the modified retrospective approach with limited exceptions. Early adoption is permitted. The Corporation is currently evaluating the impact of adopting ASU 2016-13.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” (ASU 2016-15), which reduces diversity in the presentation of several categories of transactions in the cash flow statement. Among other things, the update clarifies the appropriate classification for proceeds from settlement of bank owned life insurance (BOLI) policies. Based on preliminary assessments, the Corporation expects to change the classification of proceeds from settlement of BOLI policies from operating activities to investing activities. Proceeds from settlement of BOLI policies totaled $16 million and $12 million for the years ended December 31, 2016 and 2015, respectively. Other changes in classification resulting from this update are not expected to be significant. ASU 2016-15 is effective for the Corporation on January 1, 2018 and must be applied using the retrospective approach. Early adoption is permitted.
In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (ASU 2017-04), which intends to simplify goodwill impairment testing by eliminating the second step of the analysis under which the implied fair value of goodwill is determined as if the reporting unit were being acquired in a business combination. The update instead requires entities to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for any amount by which the carrying amount exceeds the reporting unit’s fair value, to the extent that the loss recognized does not exceed the amount of goodwill allocated to that reporting unit. ASU 2017-04 must be applied prospectively and is effective for the Corporation on January 1, 2020. Early adoption is permitted. The Corporation does not expect the new guidance to have a material impact on its financial condition or results of operation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 2 – FAIR VALUE MEASUREMENTS
The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, the Corporation uses present value techniques and other valuation methods to estimate the fair values of its financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.
Trading securities, investment securities available-for-sale, derivatives and deferred compensation plan liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, the Corporation may be required to record other assets and liabilities at fair value on a nonrecurring basis, such as impaired loans, other real estate (primarily foreclosed property), nonmarketable equity securities and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve write-downs of individual assets or application of lower of cost or fair value accounting.
Refer to Note 1 for further information about the fair value hierarchy, descriptions of the valuation methodologies and key inputs used to measure financial assets and liabilities recorded at fair value, as well as a description of the methods and significant assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis.
ASSETS AND LIABLILITIES RECORDED AT FAIR VALUE ON A RECURRING BASIS
The following tables present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 .
(in millions)
Total
 
Level 1
 
Level 2
 
Level 3
 
December 31, 2016
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
Deferred compensation plan assets
$
87

 
$
87

 
$
—

 
$
—

 
Equity and other non-debt securities
1

 
1

 
—

 
—

 
Total trading securities
88

 
88

 
—

 
—

 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
2,779

 
2,779

 
—

 
—

 
Residential mortgage-backed securities (a)
7,872

 
—

 
7,872

 
—

 
State and municipal securities
7

 
—

 
—

 
7

(b)
Equity and other non-debt securities
129

 
82

 
—

 
47

(b)
Total investment securities available-for-sale
10,787

 
2,861

 
7,872

 
54

 
Derivative assets:
 
 
 
 
 
 
 
 
Interest rate contracts
223

 
—

 
212

 
11

 
Energy derivative contracts
146

 
—

 
146

 
—

 
Foreign exchange contracts
38

 
—

 
38

 
—

 
Warrants
3

 
—

 
—

 
3

 
Total derivative assets
410

 
—

 
396

 
14

 
Total assets at fair value
$
11,285

 
$
2,949

 
$
8,268

 
$
68

 
Derivative liabilities:
 
 
 
 
 
 
 
 
Interest rate contracts
$
81

 
$
—

 
$
81

 
$
—

 
Energy derivative contracts
144

 
—

 
144

 
—

 
Foreign exchange contracts
29

 
—

 
29

 
—

 
Total derivative liabilities
254

 
—

 
254

 
—

 
Deferred compensation plan liabilities
87

 
87

 
—

 
—

 
Total liabilities at fair value
$
341

 
$
87

 
$
254

 
$
—

 
(a)
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
(b)
Auction-rate securities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

(in millions)
Total
 
Level 1
 
Level 2
 
Level 3
 
December 31, 2015
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
Deferred compensation plan assets
$
89

 
$
89

 
$
—

 
$
—

 
Equity and other non-debt securities
3

 
3

 
—

 
—

 
Total trading securities
92

 
92

 
—

 
—

 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
2,763

 
2,763

 
—

 
—

 
Residential mortgage-backed securities (a)
7,545

 
—

 
7,545

 
—

 
State and municipal securities
9

 
—

 
—

 
9

(b)
Corporate debt securities
1

 
—

 
—

 
1

(b)
Equity and other non-debt securities
201

 
134

 
—

 
67

(b)
Total investment securities available-for-sale
10,519

 
2,897

 
7,545

 
77

 
Derivative assets:
 
 
 
 
 
 
 
 
Interest rate contracts
286

 
—

 
277

 
9

 
Energy derivative contracts
475

 
—

 
475

 
—

 
Foreign exchange contracts
57

 
—

 
57

 
—

 
Warrants
2

 
—

 
—

 
2

 
Total derivative assets
820

 
—

 
809

 
11

 
Total assets at fair value
$
11,431

 
$
2,989

 
$
8,354

 
$
88

 
Derivative liabilities:
 
 
 
 
 
 
 
 
Interest rate contracts
$
92

 
$
—

 
$
92

 
$
—

 
Energy derivative contracts
472

 
—

 
472

 
—

 
Foreign exchange contracts
46

 
—

 
46

 
—

 
Total derivative liabilities
610

 
—

 
610

 
—

 
Deferred compensation plan liabilities
89

 
89

 
—

 
—

 
Total liabilities at fair value
$
699

 
$
89

 
$
610

 
$
—

 
(a)
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
(b)
Auction-rate securities.
There were no transfers of assets or liabilities recorded at fair value on a recurring basis into or out of Level 1, Level 2 and Level 3 fair value measurements during the years ended December 31, 2016 and 2015 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table summarizes the changes in Level 3 assets measured at fair value on a recurring basis for the years ended December 31, 2016 and 2015 .
 
 
 
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
Redemptions
 
Sales
 
Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities (a)
$
9

 
$
—

 
$
—

 
$
—

 
(2
)
 
$
—

 
$
7

Corporate debt securities (a)
1

 
—

 
—

 
—

 
(1
)
 
—

 
—

Equity and other non-debt securities (a)
67

 
—

 
—

 
(1
)
(c)
(19
)
 
—

 
47

Total investment securities
available-for-sale
77

 
—

 
—

 
(1
)
(c)
(22
)
 
—

 
54

Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
9

 
—

 
2

(b)
—

 
—

 
—

 
11

Warrants
2

 
6

(b)
1

(b)
—

 
—

 
(6
)
 
3

Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities (a)
$
23

 
$
—

 
$
—

 
$
—

 
(14
)
 
$
—

 
$
9

Corporate debt securities (a)
1

 
—

 
—

 
—

 
—

 
—

 
1

Equity and other non-debt securities (a)
112

 
(2
)
(d)
—

 
1

(c)
(44
)
 
—

 
67

Total investment securities
available-for-sale
136

 
(2
)
(d)
—

 
1

(c)
(58
)
 
—

 
77

Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
—

 
—

 
9

(b)
—

 
—

 
—

 
9

Warrants
4

 
6

(b)
(1
)
(b)
—

 
—

 
(7
)
 
2

(a)
Auction-rate securities.
(b)
Realized and unrealized gains and losses due to changes in fair value recorded in "other noninterest income" on the consolidated statements of income.
(c)
Recorded in "net unrealized gains (losses) on investment securities available-for-sale" in other comprehensive income (loss).
(d)
Realized and unrealized gains and losses due to changes in fair value recorded in "net securities losses" on the consolidated statements of income.
ASSETS AND LIABILITIES RECORDED AT FAIR VALUE ON A NONRECURRING BASIS
The Corporation may be required, from time to time, to record certain assets and liabilities at fair value on a nonrecurring basis. These include assets that are recorded at the lower of cost or fair value, and were recognized at fair value since it was less than cost at the end of the period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table presents assets recorded at fair value on a nonrecurring basis at December 31, 2016 and 2015 . No liabilities were recorded at fair value on a nonrecurring basis at December 31, 2016 and 2015 .
(in millions)
Total
 
Level 2
 
Level 3
December 31, 2016
 
 
 
 
 
Loans:
 
 
 
 
 
Commercial
$
256

 
$
—

 
$
256

Commercial mortgage
15

 
—

 
15

International
11

 
—

 
11

Total loans
282

 
—

 
282

Other real estate
1

 
—

 
1

Total assets at fair value
$
283

 
$
—

 
$
283

December 31, 2015
 
 
 
 
 
Loans held-for-sale:
 
 
 
 
 
Commercial
$
8

 
$
8

 
$
—

Loans:
 
 
 
 
 
Commercial
134

 
—

 
134

Commercial mortgage
11

 
—

 
11

International
8

 
—

 
8

Total loans
153

 
—

 
153

Other real estate
2

 
—

 
2

Total assets at fair value excluding investments recorded at net asset value
163

 
8

 
155

Other investments recorded at net asset value:
 
 
 
 
 
Nonmarketable equity securities (a)
1

 
 
 
 
Total assets at fair value
$
164

 
 
 
 
(a)
Certain investments that are measured at fair value using the net asset value have not been classified in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
Level 3 assets recorded at fair value on a nonrecurring basis at December 31, 2016 and 2015 included loans for which a specific allowance was established based on the fair value of collateral and other real estate for which fair value of the properties was less than the cost basis. For both asset classes, the unobservable inputs were the additional adjustments applied by management to the appraised values to reflect such factors as non-current appraisals and revisions to estimated time to sell. These adjustments are determined based on qualitative judgments made by management on a case-by-case basis and are not quantifiable inputs, although they are used in the determination of fair value.
The following table presents quantitative information related to the significant unobservable inputs utilized in the Corporation's Level 3 recurring fair value measurement as of December 31, 2016 and December 31, 2015 . The Corporation's Level 3 recurring fair value measurements include auction-rate securities where fair value is determined using an income approach based on a discounted cash flow model. The inputs in the table below reflect management's expectation of continued illiquidity in the secondary auction-rate securities market due to a lack of market activity for the issuers remaining in the portfolio, a lack of market incentives for issuer redemptions, and the expectation for a continuing low interest rate environment. The December 31, 2016 workout periods reflect management's expectation of the pace at which short-term interest rates could rise.
 
 
 
Discounted Cash Flow Model
 
 
 
Unobservable Input
 
Fair Value
(in millions)
 
Discount Rate
 
Workout Period (in years)
December 31, 2016
 
 
 
 
 
State and municipal securities (a)
$
7

 
4% - 6%
 
1 - 2
Equity and other non-debt securities (a)
47

 
7% - 9%
 
1 - 2
December 31, 2015
 
 
 
 
 
State and municipal securities (a)
$
9

 
3% - 8%
 
1 - 2
Equity and other non-debt securities (a)
67

 
4% - 9%
 
1
(a)
Auction-rate securities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS NOT RECORDED AT FAIR VALUE ON A RECURRING BASIS
The Corporation typically holds the majority of its financial instruments until maturity and thus does not expect to realize many of the estimated fair value amounts disclosed. The disclosures also do not include estimated fair value amounts for items that are not defined as financial instruments, but which have significant value. These include such items as core deposit intangibles, the future earnings potential of significant customer relationships and the value of trust operations and other fee generating businesses. The Corporation believes the imprecision of an estimate could be significant.
The carrying amount and estimated fair value of financial instruments not recorded at fair value in their entirety on a recurring basis on the Corporation’s consolidated balance sheets are as follows:
 
Carrying
Amount
 
Estimated Fair Value
(in millions)
 
Total
 
Level 1
 
Level 2
 
Level 3
December 31, 2016
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
1,249

 
$
1,249

 
$
1,249

 
$
—

 
$
—

Interest-bearing deposits with banks
5,969

 
5,969

 
5,969

 
—

 
—

Investment securities held-to-maturity
1,582

 
1,576

 
—

 
1,576

 
—

Loans held-for-sale
4

 
4

 
—

 
4

 
—

Total loans, net of allowance for loan losses (a)
48,358

 
48,250

 
—

 
—

 
48,250

Customers’ liability on acceptances outstanding
5

 
5

 
5

 
—

 
—

Restricted equity investments
207

 
207

 
207

 
—

 
—

Nonmarketable equity securities (b)
11

 
16

 


 


 


Liabilities
 
 
 
 
 
 
 
 
 
Demand deposits (noninterest-bearing)
31,540

 
31,540

 
—

 
31,540

 
—

Interest-bearing deposits
24,639

 
24,639

 
—

 
24,639

 
—

Customer certificates of deposit
2,806

 
2,731

 
—

 
2,731

 
—

Total deposits
58,985

 
58,910

 
—

 
58,910

 
—

Short-term borrowings
25

 
25

 
25

 
—

 
—

Acceptances outstanding
5

 
5

 
5

 
—

 
—

Medium- and long-term debt
5,160

 
5,132

 
—

 
5,132

 
—

Credit-related financial instruments
(73
)
 
(73
)
 
—

 
—

 
(73
)
December 31, 2015
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
1,157

 
$
1,157

 
$
1,157

 
$
—

 
$
—

Interest-bearing deposits with banks
4,990

 
4,990

 
4,990

 
—

 
—

Investment securities held-to-maturity
1,981

 
1,973

 
—

 
1,973

 
—

Loans held-for-sale (c)
21

 
21

 
—

 
21

 
—

Total loans, net of allowance for loan losses (a)
48,450

 
48,269

 
—

 
—

 
48,269

Customers’ liability on acceptances outstanding
5

 
5

 
5

 
—

 
—

Restricted equity investments
92

 
92

 
92

 
—

 
—

Nonmarketable equity securities (b) (d)
10

 
18

 

 

 

Liabilities
 
 
 
 
 
 
 
 
 
Demand deposits (noninterest-bearing)
30,839

 
30,839

 
—

 
30,839

 
—

Interest-bearing deposits
25,462

 
25,462

 
—

 
25,462

 
—

Customer certificates of deposit
3,552

 
3,536

 
—

 
3,536

 
—

Total deposits
59,853

 
59,837

 
—

 
59,837

 
—

Short-term borrowings
23

 
23

 
23

 
—

 
—

Acceptances outstanding
5

 
5

 
5

 
—

 
—

Medium- and long-term debt
3,058

 
3,032

 
—

 
3,032

 
—

Credit-related financial instruments
(83
)
 
(83
)
 
—

 
—

 
(83
)
(a)
Included $282 million and $153 million of impaired loans recorded at fair value on a nonrecurring basis at December 31, 2016 and 2015 , respectively.
(b)
Certain investments that are measured at fair value using the net asset value have not been classified in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheets.
(c)
Included $8 million impaired loans held-for-sale recorded at fair value on a nonrecurring basis at December 31, 2015 .
(d)
Included $1 million of nonmarketable equity securities recorded at fair value on a nonrecurring basis at December 31, 2015 .

F-66
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 3 - INVESTMENT SECURITIES
A summary of the Corporation’s investment securities follows:
(in millions)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
December 31, 2016
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
$
2,772

 
$
8

 
$
1

 
$
2,779

Residential mortgage-backed securities (a)
7,921

 
48

 
97

 
7,872

State and municipal securities
7

 
—

 
—

 
7

Equity and other non-debt securities
129

 
1

 
1

 
129

Total investment securities available-for-sale (b)
$
10,829

 
$
57

 
$
99

 
$
10,787

 
 
 
 
 
 
 
 
Investment securities held-to-maturity (c):
 
 
 
 
 
 
 
Residential mortgage-backed securities (a)
$
1,582

 
$
1

 
$
7

 
$
1,576

 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
$
2,769

 
$
1

 
$
7

 
$
2,763

Residential mortgage-backed securities (a)
7,513

 
76

 
44

 
7,545

State and municipal securities
9

 
—

 
—

 
9

Corporate debt securities
1

 
—

 
—

 
1

Equity and other non-debt securities
199

 
2

 
—

 
201

Total investment securities available-for-sale (b)
$
10,491

 
$
79

 
$
51

 
$
10,519

 
 
 
 
 
 
 
 
Investment securities held-to-maturity (c):
 
 
 
 
 
 
 
Residential mortgage-backed securities (a)
$
1,981

 
$
2

 
$
10

 
$
1,973

(a)
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 $55 million and $54 million , respectively, as of December 31, 2016 and $76 million and $77 million , respectively, as of December 31, 2015 .
(c)
The amortized cost of investment securities held-to-maturity included net unrealized losses of $12 million at December 31, 2016 and $15 million at December 31, 2015 related to securities transferred from available-for-sale, which are included in accumulated other comprehensive loss.

F-67
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

A summary of the Corporation’s investment securities in an unrealized loss position as of December 31, 2016 and 2015 follows:
 
Temporarily Impaired
 
Less than 12 Months
 
12 Months or more
 
Total
(in millions)
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
$
527

 
$
1

 
 
$
—

 
$
—

 
 
$
527

 
$
1

 
Residential mortgage-backed securities (a)
4,992

 
87

 
 
1,177

 
32

 
 
6,169

 
119

 
State and municipal securities (b)
—

 
—

 
 
7

 
—

(c)
 
7

 
—

(c)
Equity and other non-debt securities (b)
36

 
—

(c)
 
11

 
—

(c)
 
47

 
—

(c)
Total impaired securities
$
5,555

 
$
88

 
 
$
1,195


$
32

 
 
$
6,750

 
$
120

 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
$
2,265

 
$
7

 
 
$
—

 
$
—

 
 
$
2,265

 
$
7

 
Residential mortgage-backed securities (a)
2,665

 
21

 
 
1,976

 
51

 
 
4,641

 
72

 
State and municipal securities (b)
—

 
—

 
 
9

 
—

(c)
 
9

 
—

(c)
Corporate debt securities (b)
—

 
—

 
 
1

 
—

(c)
 
1

 
—

(c)
Equity and other non-debt securities (b)
14

 
—

(c)
 
—

 
—

 
 
14

 
—

(c)
Total impaired securities
$
4,944

 
$
28

 
 
$
1,986

 
$
51

 
 
$
6,930

 
$
79

 
(a)
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
(b)
Primarily auction-rate securities.
(c)
Unrealized losses less than $0.5 million.
At December 31, 2016 , the Corporation had 228 securities in an unrealized loss position with no credit impairment, including 7 U.S. Treasury securities, 179 residential mortgage-backed securities, 14 state and municipal auction-rate securities, and 28 equity and other non-debt auction-rate preferred securities. As of December 31, 2016 , approximately 96 percent of the aggregate par value of auction-rate securities have been redeemed or sold since acquisition, of which approximately 90 percent were redeemed at or above cost. The unrealized losses for these securities resulted from changes in market interest rates and liquidity. The Corporation ultimately expects full collection of the carrying amount of these securities, does not intend to sell the securities in an unrealized loss position, and it is not more-likely-than-not that the Corporation will be required to sell the securities in an unrealized loss position prior to recovery of amortized cost. The Corporation does not consider these securities to be other-than-temporarily impaired at December 31, 2016 .
Sales, calls and write-downs of investment securities available-for-sale resulted in the following gains and losses recorded in “net securities losses” on the consolidated statements of income, computed based on the adjusted cost of the specific security.
(in millions)
 
 
 
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Securities gains
$
—

 
 
$
—

 
 
$
2

 
Securities losses (a)
(5
)
 
 
(2
)
 
 
(2
)
 
Net securities losses
$
(5
)
 
 
$
(2
)
 
 
$
—

 
(a)
Primarily charges related to a derivative contract tied to the conversion rate of Visa Class B shares.
The following table summarizes the amortized cost and fair values of debt securities by contractual maturity. Securities with multiple maturity dates are classified in the period of final maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

F-68
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

(in millions)
Available-for-sale
Held-to-maturity
December 31, 2016
Amortized Cost
 
Fair Value
Amortized Cost
 
Fair Value
Contractual maturity
 
 
 
 
 
 
Within one year
$
30

 
$
30

$
—

 
$
—

After one year through five years
2,840

 
2,847

—

 
—

After five years through ten years
1,707

 
1,742

23

 
23

After ten years
6,123

 
6,039

1,559

 
1,553

Subtotal
10,700

 
10,658

1,582

 
1,576

Equity and other non-debt securities
129

 
129

—

 
—

Total investment securities
$
10,829

 
$
10,787

$
1,582

 
$
1,576

Included in the contractual maturity distribution in the table above were residential mortgage-backed securities available-for-sale with a total amortized cost and fair value of $7.9 billion , and residential mortgage-backed securities held-to-maturity with a total amortized cost and fair value of $1.6 billion . The actual cash flows of mortgage-backed securities may differ from contractual maturity as the borrowers of the underlying loans may exercise prepayment options.
At December 31, 2016 , investment securities with a carrying value of $1.5 billion were pledged where permitted or required by law to secure $981 million of liabilities, primarily public and other deposits of state and local government agencies and derivative instruments.

F-69
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 4 – CREDIT QUALITY AND ALLOWANCE FOR CREDIT LOSSES
The following table presents an aging analysis of the recorded balance of loans.
 
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
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
30

 
$
12

 
$
14

 
$
56

 
$
445

 
$
30,493

 
$
30,994

Real estate construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
—

 
—

 
—

 
—

 
—

 
2,485

 
2,485

Other business lines (b)
—

 
—

 
—

 
—

 
—

 
384

 
384

Total real estate construction
—

 
—

 
—

 
—

 
—

 
2,869

 
2,869

Commercial mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
5

 
—

 
—

 
5

 
9

 
2,004

 
2,018

Other business lines (b)
58

 
5

 
5

 
68

 
37

 
6,808

 
6,913

Total commercial mortgage
63

 
5

 
5

 
73

 
46

 
8,812

 
8,931

Lease financing
—

 
—

 
—

 
—

 
6

 
566

 
572

International
1

 
—

 
—

 
1

 
14

 
1,243

 
1,258

Total business loans
94

 
17

 
19

 
130

 
511

 
43,983

 
44,624

Retail loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
7

 
3

 
—

 
10

 
39

 
1,893

 
1,942

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
4

 
3

 
—

 
7

 
28

 
1,765

 
1,800

Other consumer
1

 
—

 
—

 
1

 
4

 
717

 
722

Total consumer
5

 
3

 
—

 
8

 
32

 
2,482

 
2,522

Total retail loans
12

 
6

 
—

 
18

 
71

 
4,375

 
4,464

Total loans
$
106

 
$
23

 
$
19

 
$
148

 
$
582

 
$
48,358

 
$
49,088

December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
46

 
$
12

 
$
13

 
$
71

 
$
238

 
$
31,350

 
$
31,659

Real estate construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
5

 
—

 
—

 
5

 
—

 
1,676

 
1,681

Other business lines (b)
3

 
—

 
—

 
3

 
1

 
316

 
320

Total real estate construction
8

 
—

 
—

 
8

 
1

 
1,992

 
2,001

Commercial mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
7

 
—

 
1

 
8

 
16

 
2,080

 
2,104

Other business lines (b)
7

 
5

 
3

 
15

 
44

 
6,814

 
6,873

Total commercial mortgage
14

 
5

 
4

 
23

 
60

 
8,894

 
8,977

Lease financing
—

 
—

 
—

 
—

 
6

 
718

 
724

International
2

 
—

 
—

 
2

 
8

 
1,358

 
1,368

Total business loans
70

 
17

 
17

 
104

 
313

 
44,312

 
44,729

Retail loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
26

 
1

 
—

 
27

 
27

 
1,816

 
1,870

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
5

 
3

 
—

 
8

 
27

 
1,685

 
1,720

Other consumer
7

 
—

 
—

 
7

 
—

 
758

 
765

Total consumer
12

 
3

 
—

 
15

 
27

 
2,443

 
2,485

Total retail loans
38

 
4

 
—

 
42

 
54

 
4,259

 
4,355

Total loans
$
108

 
$
21

 
$
17

 
$
146

 
$
367

 
$
48,571

 
$
49,084

(a)
Primarily loans to real estate developers.
(b)
Primarily loans secured by owner-occupied real estate.

F-70
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries


The following table presents loans by credit quality indicator, based on internal risk ratings assigned to each business loan at the time of approval and subjected to subsequent reviews, generally at least annually, and to pools of retail loans with similar risk characteristics.
 
Internally Assigned Rating
 
 
(in millions)
Pass (a)
 
Special
Mention (b)
 
Substandard (c)
 
Nonaccrual (d)
 
Total
December 31, 2016
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
Commercial
$
28,616

 
$
944

 
$
989

 
$
445

 
$
30,994

Real estate construction:
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (e)
2,485

 
—

 
—

 
—

 
2,485

Other business lines (f)
381

 
—

 
3

 
—

 
384

Total real estate construction
2,866

 
—

 
3

 
—

 
2,869

Commercial mortgage:
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (e)
1,970

 
19

 
20

 
9

 
2,018

Other business lines (f)
6,645

 
109

 
122

 
37

 
6,913

Total commercial mortgage
8,615

 
128

 
142

 
46

 
8,931

Lease financing
550

 
11

 
5

 
6

 
572

International
1,200

 
22

 
22

 
14

 
1,258

Total business loans
41,847

 
1,105

 
1,161

 
511

 
44,624

Retail loans:
 
 
 
 
 
 
 
 
 
Residential mortgage
1,900

 
3

 
—

 
39

 
1,942

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
1,767

 
1

 
4

 
28

 
1,800

Other consumer
718

 
—

 
—

 
4

 
722

Total consumer
2,485

 
1

 
4

 
32

 
2,522

Total retail loans
4,385

 
4

 
4

 
71

 
4,464

Total loans
$
46,232

 
$
1,109

 
$
1,165

 
$
582

 
$
49,088

December 31, 2015
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
Commercial
$
29,117

 
$
1,293

 
$
1,011

 
$
238

 
$
31,659

Real estate construction:
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (e)
1,681

 
—

 
—

 
—

 
1,681

Other business lines (f)
318

 
1

 
—

 
1

 
320

Total real estate construction
1,999

 
1

 
—

 
1

 
2,001

Commercial mortgage:
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (e)
2,031

 
31

 
26

 
16

 
2,104

Other business lines (f)
6,536

 
172

 
121

 
44

 
6,873

Total commercial mortgage
8,567

 
203

 
147

 
60

 
8,977

Lease financing
693

 
17

 
8

 
6

 
724

International
1,245

 
59

 
56

 
8

 
1,368

Total business loans
41,621

 
1,573

 
1,222

 
313

 
44,729

Retail loans:
 
 
 
 
 
 
 
 
 
Residential mortgage
1,828

 
2

 
13

 
27

 
1,870

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
1,687

 
1

 
5

 
27

 
1,720

Other consumer
755

 
3

 
7

 
—

 
765

Total consumer
2,442

 
4

 
12

 
27

 
2,485

Total retail loans
4,270

 
6

 
25

 
54

 
4,355

Total loans
$
45,891

 
$
1,579

 
$
1,247

 
$
367

 
$
49,084

(a)
Includes all loans not included in the categories of special mention, substandard or nonaccrual.
(b)
Special mention loans are accruing loans that have potential credit weaknesses that deserve management’s close attention, such as loans to borrowers who may be experiencing financial difficulties that may result in deterioration of repayment prospects from the borrower at some future date. This category is generally consistent with the "special mention" category as defined by regulatory authorities.
(c)
Substandard loans are accruing loans that have a well-defined weakness, or weaknesses, such as loans to borrowers who may be experiencing losses from operations or inadequate liquidity of a degree and duration that jeopardizes the orderly repayment of the loan. Substandard loans also are distinguished by the distinct possibility of loss in the future if these weaknesses are not corrected. 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. 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.

F-71
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table summarizes nonperforming assets.
(in millions)
December 31, 2016
 
December 31, 2015
Nonaccrual loans
$
582

 
$
367

Reduced-rate loans (a)
8

 
12

Total nonperforming loans
590

 
379

Foreclosed property (b)
17

 
12

Total nonperforming assets
$
607

 
$
391

(a)
There were no reduced-rate business loans at both December 31, 2016 and at December 31, 2015 . Reduced-rate retail loans totaled $8 million and $12 million at December 31, 2016 and 2015 , respectively.
(b)
Included foreclosed residential real estate properties of $3 million and $9 million at December 31, 2016 and 2015 , respectively.
There were no retail loans secured by residential real estate properties in process of foreclosure included in nonaccrual loans at December 31, 2016 compared to $1 million at December 31, 2015 .
Allowance for Credit Losses
The following table details the changes in the allowance for loan losses and related loan amounts.
 
2016
 
2015
 
2014
(in millions)
Business Loans
Retail Loans
 
Total
 
Business Loans
Retail Loans
 
Total
 
Business Loans
Retail Loans
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Years Ended December 31
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
579

$
55

 
$
634

 
$
534

$
60

 
$
594

 
$
531

$
67

 
$
598

Loan charge-offs
(207
)
(7
)
 
(214
)
 
(157
)
(11
)
 
(168
)
 
(87
)
(15
)
 
(102
)
Recoveries on loans previously charged-off
63

5

 
68

 
55

13

 
68

 
68

9

 
77

Net loan (charge-offs) recoveries
(144
)
(2
)
 
(146
)
 
(102
)
2

 
(100
)
 
(19
)
(6
)
 
(25
)
Provision for loan losses
246

(5
)
 
241

 
149

(7
)
 
142

 
23

(1
)
 
22

Foreign currency translation adjustment
1

—

 
1

 
(2
)
—

 
(2
)
 
(1
)
—

 
(1
)
Balance at end of period
$
682

$
48

 
$
730

 
$
579

$
55

 
$
634

 
$
534

$
60

 
$
594

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As a percentage of total loans
1.53
%
1.08
%
 
1.49
%
 
1.30
%
1.26
%
 
1.29
%
 
1.20
%
1.43
%
 
1.22
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
86

$
3

 
$
89

 
$
53

$
—

 
$
53

 
$
39

$
—

 
$
39

Collectively evaluated for impairment
596

45

 
641

 
526

55

 
581

 
495

60

 
555

Total allowance for loan losses
$
682

$
48

 
$
730

 
$
579

$
55

 
$
634

 
$
534

$
60

 
$
594

Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
566

$
48

 
$
614

 
$
393

$
31

 
$
424

 
$
177

$
42

 
$
219

Collectively evaluated for impairment
44,058

4,416

 
48,474

 
44,336

4,324

 
48,660

 
44,203

4,171

 
48,374

Total loans evaluated for impairment
$
44,624

$
4,464

 
$
49,088

 
$
44,729

$
4,355

 
$
49,084

 
$
44,380

$
4,213

 
$
48,593



F-72
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Changes in the allowance for credit losses on lending-related commitments, included in "accrued expenses and other liabilities" on the consolidated balance sheets, are summarized in the following table.
(in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Balance at beginning of period
$
45

 
$
41

 
$
36

Charge-offs on lending-related commitments (a)
(11
)
 
(1
)
 
—

Provision for credit losses on lending-related commitments
7

 
5

 
5

Balance at end of period
$
41

 
$
45

 
$
41

(a)    Charge-offs result from the sale of unfunded lending-related commitments.
Individually Evaluated Impaired Loans
The following table presents additional information regarding individually evaluated impaired loans.
 
Recorded Investment In:
 
 
 
 
(in millions)
Impaired
Loans with
No Related
Allowance
 
Impaired
Loans with
Related
Allowance
 
Total
Impaired
Loans
 
Unpaid
Principal
Balance
 
Related
Allowance
for Loan
Losses
December 31, 2016
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
Commercial
$
90

 
$
423

 
$
513

 
$
608

 
$
80

Commercial mortgage:
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
—

 
7

 
7

 
15

 
1

Other business lines (b)
2

 
30

 
32

 
40

 
3

Total commercial mortgage
2

 
37

 
39

 
55

 
4

International
3

 
11

 
14

 
20

 
2

Total business loans
95

 
471

 
566

 
683

 
86

Retail loans:
 
 
 
 
 
 
 
 
 
Residential mortgage
19

 
9

 
28

 
30

 
2

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
15

 
—

 
15

 
19

 
—

Other consumer
2

 
3

 
5

 
6

 
1

Total consumer
17

 
3

 
20

 
25

 
1

Total retail loans (c)
36

 
12

 
48

 
55

 
3

Total individually evaluated impaired loans
$
131

 
$
483

 
$
614

 
$
738

 
$
89

December 31, 2015
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
Commercial
$
82

 
$
252

 
$
334

 
$
398

 
$
45

Commercial mortgage:
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
7

 
8

 
15

 
38

 
1

Other business lines (b)
2

 
32

 
34

 
55

 
5

Total commercial mortgage
9

 
40

 
49

 
93

 
6

International
—

 
10

 
10

 
17

 
2

Total business loans
91

 
302

 
393

 
508

 
53

Retail loans:
 
 
 
 
 
 
 
 
 
Residential mortgage
13

 
—

 
13

 
13

 
—

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
12

 
—

 
12

 
16

 
—

Other consumer
6

 
—

 
6

 
10

 
—

Total consumer
18

 
—

 
18

 
26

 
—

Total retail loans (c)
31

 
—

 
31

 
39

 
—

Total individually evaluated impaired loans
$
122

 
$
302

 
$
424

 
$
547

 
$
53

(a)
Primarily loans to real estate developers.
(b)
Primarily loans secured by owner-occupied real estate.
(c)
Individually evaluated retail loans generally have no related allowance for loan losses, primarily due to policy which results in direct write-downs of most restructured retail loans. 

F-73
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table presents information regarding average individually evaluated impaired loans and the related interest recognized. Interest income recognized for the period primarily related to reduced-rate loans.
 
Individually Evaluated Impaired Loans
 
2016
 
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
 
Average Balance for the Period
 
Interest Income Recognized for the Period
Years Ended December 31
 
 
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
550

 
$
10

 
$
206

 
$
5

 
$
77

 
$
2

Real estate construction:
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
—

 
—

 
—

 
—

 
14

 
—

Commercial mortgage:
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
9

 
—

 
16

 
—

 
48

 
—

Other business lines (b)
31

 
1

 
39

 
1

 
64

 
2

Total commercial mortgage
40

 
1

 
55

 
1

 
112

 
2

International
18

 
—

 
6

 
—

 
2

 
—

Total business loans
608

 
11

 
267

 
6

 
205

 
4

Retail loans:
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
15

 
—

 
21

 
—

 
30

 
—

Consumer:
 
 
 
 
 
 
 
 
 
 
 
Home equity
13

 
—

 
12

 
—

 
12

 
—

Other consumer
4

 
—

 
6

 
—

 
4

 
—

Total consumer
17

 
—

 
18

 
—

 
16

 
—

Total retail loans
32

 
—

 
39

 
—

 
46

 
—

Total individually evaluated impaired loans
$
640

 
$
11

 
$
306

 
$
6

 
$
251

 
$
4

(a)
Primarily loans to real estate developers.
(b)
Primarily loans secured by owner-occupied real estate.


F-74
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Troubled Debt Restructurings
The following tables detail the recorded balance at December 31, 2016 and 2015 of loans considered to be TDRs that were restructured during the years ended December 31, 2016 and 2015 , by type of modification. In cases of loans with more than one type of modification, the loans were categorized based on the most significant modification.
 
2016
 
2015
 
Type of Modification
 
 
Type of Modification
 
(in millions)
Principal Deferrals (a)
Interest Rate Reductions
AB Note Restructures (b)
Total Modifications
 
Principal Deferrals (a)
Interest Rate Reductions
Total Modifications
Years Ended December 31
 
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
 
Commercial
$
140

 
$
—

$
48

$
188

 
$
160

 
$
—

$
160

Commercial mortgage:
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (c)
—

 
—

—

—

 
8

 
—

8

Other business lines (d)
5

 
—

—

5

 
6

 
—

6

Total commercial mortgage
5

 
—

—

5

 
14

 
—

14

International
—

 
—

3

3

 
2

 
—

2

Total business loans
145

 
—

51

196

 
176

 
—

176

Retail loans:
 
 
 
 
 
 
 
 
 
 
Residential mortgage
—

 
2

—

2

 
—

 
—

—

Consumer:
 
 
 
 
 
 
 
 
 
 
Home equity
2

(e)
1

—

3

 
1

(e)
2

3

Total retail loans
2

 
3

—

5


1

 
2

3

Total loans
$
147

 
$
3

$
51

$
201

 
$
177

 
$
2

$
179

(a)
Primarily represents loan balances where terms were extended 90 days or more at or above contractual interest rates.
(b)
Loan restructurings whereby the original loan is restructured into two notes: an "A" note, which generally reflects the portion of the modified loan which is expected to be collected; and a "B" note, which is either fully charged off or exchanged for an equity interest.
(c)
Primarily loans to real estate developers.
(d)
Primarily loans secured by owner-occupied real estate.
(e)
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
At December 31, 2016 and 2015 , commitments to lend additional funds to borrowers whose terms have been modified in TDRs totaled $24 million and $6 million , respectively.
The majority of the modifications considered to be TDRs that occurred during the years ended December 31, 2016 and 2015 were principal deferrals. The Corporation charges interest on principal balances outstanding during deferral periods. Additionally, none of the modifications involved forgiveness of principal. As a result, the current and future financial effects of the recorded balance of loans considered to be TDRs that were restructured during the years ended December 31, 2016 and 2015 were insignificant.
On an ongoing basis, the Corporation monitors the performance of modified loans to their restructured terms. In the event of a subsequent default, the allowance for loan losses continues to be reassessed on the basis of an individual evaluation of the loan.

F-75
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table presents information regarding the recorded balance at December 31, 2016 and 2015 of loans modified by principal deferral during the years ended December 31, 2016 and 2015 , and those principal deferrals which experienced a subsequent default during the same periods. For principal deferrals, incremental deterioration in the credit quality of the loan, represented by a downgrade in the risk rating of the loan, for example, due to missed interest payments or a reduction of collateral value, is considered a subsequent default.
 
2016
 
2015
(in millions)
Balance at December 31
Subsequent Default in the Year Ended December 31
 
Balance at December 31
Subsequent Default in the Year Ended December 31
Principal deferrals:
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
Commercial
$
140

 
$
13

 
$
160

 
$
16

Commercial mortgage:
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
—

 
—

 
8

 
1

Other business lines (b)
5

 
1

 
6

 
1

Total commercial mortgage
5

 
1

 
14

 
2

International
—

 
—

 
2

 
—

Total business loans
145

 
14

 
176

 
18

Retail loans:
 
 
 
 
 
 
 
Consumer:
 
 
 
 
 
 
 
Home equity
2

(c)
—

 
1

(c)
—

Total principal deferrals
$
147

 
$
14

 
$
177

 
$
18

(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.
During the years ended December 31, 2016 and 2015 , loans with a carrying value of $4 million and $2 million at December 31, 2016 and 2015 , respectively, were modified by interest rate reduction. During the year ended December 31, 2016 , loans with a carrying value of $51 million at December 31, 2016 , were restructured into two notes (AB note restructures). For reduced-rate and AB note restructures, a subsequent payment default is defined in terms of delinquency, when a principal or interest payment is 90 days past due. There were no subsequent payment defaults of reduced rate loans or AB note restructures during the years ended December 31, 2016 and 2015 .
NOTE 5 - SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK
Concentrations of credit risk may exist when a number of borrowers are engaged in similar activities, or activities in the same geographic region, and have similar economic characteristics that would cause them to be similarly impacted by changes in economic or other conditions. Concentrations of both on-balance sheet and off-balance sheet credit risk are controlled and monitored as part of credit policies. The Corporation is a regional financial services holding company with a geographic concentration of its on-balance-sheet and off-balance-sheet activities in Michigan, California and Texas.
As outlined below, the Corporation has a concentration of credit risk with the automotive industry. Loans to automotive dealers and to borrowers involved with automotive production are reported as automotive, as management believes these loans have similar economic characteristics that might cause them to react similarly to changes in economic conditions. This aggregation involves the exercise of judgment. Included in automotive production are: (a) original equipment manufacturers and Tier 1 and Tier 2 suppliers that produce components used in vehicles and whose primary revenue source is automotive-related (“primary” defined as greater than 50%) and (b) other manufacturers that produce components used in vehicles and whose primary revenue source is automotive-related. Loans less than $1 million and loans recorded in the Small Business loan portfolio were excluded from the definition. Outstanding loans, included in "commercial loans" on the consolidated balance sheets, and total exposure from loans, unused commitments and standby letters of credit to companies related to the automotive industry were as follows:

F-76
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

(in millions)
 
 
 
December 31
2016
 
2015
Automotive loans:
 
 
 
Production
$
1,326

 
$
1,266

Dealer
7,123

 
6,573

Total automotive loans
$
8,449

 
$
7,839

Total automotive exposure:
 
 
 
Production
$
2,534

 
$
2,452

Dealer
8,730

 
8,209

Total automotive exposure
$
11,264

 
$
10,661

Further, the Corporation’s portfolio of commercial real estate loans, which includes real estate construction and commercial mortgage loans, was as follows.
(in millions)
 
 
 
December 31
2016
 
2015
Real estate construction loans:
 
 
 
Commercial Real Estate business line (a)
$
2,485

 
$
1,681

Other business lines (b)
384

 
320

Total real estate construction loans
2,869

 
2,001

Commercial mortgage loans:
 
 
 
Commercial Real Estate business line (a)
2,018

 
2,104

Other business lines (b)
6,913

 
6,873

Total commercial mortgage loans
8,931

 
8,977

Total commercial real estate loans
$
11,800

 
$
10,978

Total unused commitments on commercial real estate loans
$
3,046

 
$
3,063

(a)
Primarily loans to real estate developers.
(b)
Primarily loans secured by owner-occupied real estate.
NOTE 6 - PREMISES AND EQUIPMENT
A summary of premises and equipment by major category follows:
(in millions)
 
 
 
December 31
2016
 
2015
Land
$
86

 
$
87

Buildings and improvements
831

 
862

Furniture and equipment
499

 
490

Total cost
1,416

 
1,439

Less: Accumulated depreciation and amortization
(915
)
 
(889
)
Net book value
$
501

 
$
550

The Corporation conducts a portion of its business from leased facilities and leases certain equipment. Rental expense for leased properties and equipment amounted to $80 million , $79 million and $89 million in 2016 , 2015 and 2014 , respectively. Lease termination charges included in rental expense were approximately $2 million and $10 million in 2016 and 2014 , respectively. No lease termination charges were included in rent expense in 2015 . As of December 31, 2016 , future minimum rental payments under operating leases were as follows:
(in millions)
 
Years Ending December 31
  
2017
$
72

2018
66

2019
56

2020
46

2021
36

Thereafter
116

Total
$
392


F-77
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 7 - GOODWILL AND CORE DEPOSIT INTANGIBLES
The following table summarizes the carrying value of goodwill for the years ended December 31, 2016 , 2015 and 2014 .
(in millions)
 
 
 
December 31
2016
2015
2014
Business Bank
$
380

$
380

$
380

Retail Bank
194

194

194

Wealth Management
61

61

61

Total
$
635

$
635

$
635

The Corporation performs its annual evaluation of goodwill impairment in the third quarter of each year and on an interim basis if events or changes in circumstances between annual tests indicate goodwill might be impaired. In 2016 and 2015 , the annual test of goodwill impairment was performed as of the beginning of the third quarter. At the conclusion of the first step of the annual and interim goodwill impairment tests performed in 2016 and 2015 the estimated fair values of all reporting units exceeded their carrying amounts, including goodwill, indicating that goodwill was not impaired. There have been no events since the annual test performed in the third quarter 2016 that would indicate that it was more likely than not that goodwill had become impaired.
A summary of core deposit intangible carrying value and related accumulated amortization follows:
(in millions)
 
 
 
December 31
2016
 
2015
Gross carrying amount
$
34

 
$
34

Accumulated amortization
(26
)
 
(24
)
Net carrying amount
$
8

 
$
10

The Corporation recorded amortization expense related to the core deposit intangible of $2 million and $3 million for the years ended December 31, 2016 and 2015 , respectively. At December 31, 2016 , estimated future amortization expense was as follows:
(in millions)
 
Years Ending December 31
 
2017
$
2

2018
2

2019
2

2020
1

2021
1

Total
$
8

NOTE 8 - DERIVATIVE AND CREDIT-RELATED FINANCIAL INSTRUMENTS
In the normal course of business, the Corporation enters into various transactions involving derivative and credit-related financial instruments to manage exposure to fluctuations in interest rate, foreign currency and other market risks and to meet the financing needs of customers (customer-initiated derivatives). These financial instruments involve, to varying degrees, elements of market and credit risk. Market and credit risk are included in the determination of fair value.
Market risk is the potential loss that may result from movements in interest rates, foreign currency exchange rates or energy commodity prices that cause an unfavorable change in the value of a financial instrument. The Corporation manages this risk by establishing monetary exposure limits and monitoring compliance with those limits. Market risk inherent in interest rate and energy contracts entered into on behalf of customers is mitigated by taking offsetting positions, except in those circumstances when the amount, tenor and/or contract rate level results in negligible economic risk, whereby the cost of purchasing an offsetting contract is not economically justifiable. The Corporation mitigates most of the inherent market risk in foreign exchange contracts entered into on behalf of customers by taking offsetting positions and manages the remainder through individual foreign currency position limits and aggregate value-at-risk limits. These limits are established annually and reviewed quarterly. Market risk inherent in derivative instruments held or issued for risk management purposes is typically offset by changes in the fair value of the assets or liabilities being hedged.
Credit risk is the possible loss that may occur in the event of nonperformance by the counterparty to a financial instrument. The Corporation attempts to minimize credit risk arising from customer-initiated derivatives by evaluating the creditworthiness of each customer, adhering to the same credit approval process used for traditional lending activities and obtaining collateral as

F-78
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

deemed necessary. Derivatives with dealer counterparties are either cleared through a clearinghouse or settled directly with a single counterparty. For derivatives settled directly with dealer counterparties, the Corporation utilizes counterparty risk limits and monitoring procedures as well as master netting arrangements and bilateral collateral agreements to facilitate the management of credit risk. Master netting arrangements effectively reduce credit risk by permitting settlement of positive and negative positions and offset cash collateral held with the same counterparty on a net basis. Bilateral collateral agreements require daily exchange of cash or highly rated securities issued by the U.S. Treasury or other U.S. government entities to collateralize amounts due to either party beyond certain risk limits. At December 31, 2016 , counterparties with bilateral collateral agreements had pledged $21 million of marketable investment securities and deposited $144 million of cash with the Corporation to secure the fair value of contracts in an unrealized gain position, and the Corporation had pledged $9 million of investment securities and posted $47 million of cash as collateral for contracts in an unrealized loss position. For those counterparties not covered under bilateral collateral agreements, collateral is obtained, if deemed necessary, based on the results of management’s credit evaluation of the counterparty. Collateral varies, but may include cash, investment securities, accounts receivable, equipment or real estate. Included in the fair value of derivative instruments are credit valuation adjustments reflecting counterparty credit risk. These adjustments are determined by applying a credit spread for the counterparty or the Corporation, as appropriate, to the total expected exposure of the derivative. There were no derivative instruments with credit-risk-related contingent features that were in a liability position at December 31, 2016 .
Derivative Instruments
Derivative instruments utilized by the Corporation are negotiated over-the-counter and primarily include swaps, caps and floors, forward contracts and options, each of which may relate to interest rates, energy commodity prices or foreign currency exchange rates. Swaps are agreements in which two parties periodically exchange cash payments based on specified indices applied to a specified notional amount until a stated maturity. Caps and floors are agreements which entitle the buyer to receive cash payments based on the difference between a specified reference rate or price and an agreed strike rate or price, applied to a specified notional amount until a stated maturity. Forward contracts are over-the-counter agreements to buy or sell an asset at a specified future date and price. Options are similar to forward contracts except the purchaser has the right, but not the obligation, to buy or sell the asset during a specified period or at a specified future date.
Over-the-counter contracts are tailored to meet the needs of the counterparties involved and, therefore, contain a greater degree of credit risk and liquidity risk than exchange-traded contracts, which have standardized terms and readily available price information. The Corporation reduces exposure to market and liquidity risks from over-the-counter derivative instruments entered into for risk management purposes, and transactions entered into to mitigate the market risk associated with customer-initiated transactions, by conducting hedging transactions with investment grade domestic and foreign financial institutions and subjecting counterparties to credit approvals, limits and collateral monitoring procedures similar to those used in making other extensions of credit. In addition, certain derivative contracts executed bilaterally with a dealer counterparty in the over-the-counter market are cleared through a clearinghouse, whereby the clearinghouse becomes the counterparty to the transaction.


F-79
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table presents the composition of the Corporation’s derivative instruments held or issued for risk management purposes or in connection with customer-initiated and other activities at December 31, 2016 and 2015 . The table excludes commitments and warrants accounted for as derivatives.
 
December 31, 2016
 
December 31, 2015
 
 
 
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
$
2,275

 
$
92

 
$
4

 
$
2,525

 
$
147

 
$
—

Derivatives used as economic hedges
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts:
 
 
 
 
 
 
 
 
 
 
 
Spot, forwards and swaps
717

 
2

 
2

 
593

 
3

 
—

Total risk management purposes
2,992

 
94

 
6

 
3,118

 
150

 
—

Customer-initiated and other activities
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
 
 
 
 
Caps and floors written
436

 
—

 
1

 
253

 
—

 
—

Caps and floors purchased
436

 
1

 
—

 
253

 
—

 
—

Swaps
12,451

 
130

 
76

 
11,722

 
139

 
92

Total interest rate contracts
13,323

 
131

 
77

 
12,228

 
139

 
92

Energy contracts:
 
 
 
 
 
 
 
 
 
 
 
Caps and floors written
419

 
1

 
31

 
536

 
—

 
85

Caps and floors purchased
419

 
31

 
1

 
536

 
85

 
—

Swaps
1,389

 
114

 
112

 
2,055

 
390

 
387

Total energy contracts
2,227

 
146

 
144

 
3,127

 
475

 
472

Foreign exchange contracts:
 
 
 
 
 
 
 
 
 
 
 
Spot, forwards, options and swaps
1,509

 
36

 
27

 
2,291

 
54

 
46

Total customer-initiated and other activities
17,059

 
313

 
248

 
17,646

 
668

 
610

Total gross derivatives
$
20,051

 
407

 
254

 
$
20,764

 
818

 
610

Amounts offset in the consolidated balance sheets:
 
 
 
 
 
 
 
 
 
 
 
Netting adjustment - Offsetting derivative assets/liabilities
 
 
(84
)
 
(84
)
 
 
 
(127
)
 
(127
)
Netting adjustment - Cash collateral received/posted
 
 
(47
)
 
(45
)
 
 
 
(291
)
 
(3
)
Net derivatives included in the consolidated balance sheets (b)

 
276

 
125

 



400

 
480

Amounts not offset in the consolidated balance sheets:
 
 
 
 
 
 
 
 
 
 
 
Marketable securities received/pledged under bilateral collateral agreements
 
 
(19
)
 
(8
)
 
 
 
(137
)
 
(3
)
Net derivatives after deducting amounts not offset in the consolidated balance sheets


 
$
257

 
$
117

 


 
$
263

 
$
477

(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 at both December 31, 2016 and 2015 .
Risk Management
As an end-user, the Corporation employs a variety of financial instruments for risk management purposes, including cash instruments, such as investment securities, as well as derivative instruments. Activity related to these instruments is centered predominantly in the interest rate markets and mainly involves interest rate swaps. Various other types of instruments also may


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Comerica Incorporated and Subsidiaries

be used to manage exposures to market risks, including interest rate caps and floors, total return swaps, foreign exchange forward contracts and foreign exchange swap agreements.
The Corporation entered into interest rate swap agreements related to medium- and long-term debt for interest rate risk management purposes. These interest rate swap agreements effectively modify the Corporation’s exposure to interest rate risk by converting fixed-rate debt to a floating rate. These agreements involve the receipt of fixed-rate interest amounts in exchange for floating-rate interest payments over the life of the agreement, without an exchange of the underlying principal amount. Risk management fair value interest rate swaps generated net interest income of $60 million and $70 million for the years ended December 31, 2016 and 2015 , respectively. The Corporation recognized net losses of $2 million for the year ended December 31, 2016 and net gains of $2 million for the year ended December 31, 2015 in "other noninterest income" in the consolidated statements of income for the ineffective portion of risk management derivative instruments designated as fair value hedges of fixed-rate debt.
Foreign exchange rate risk arises from changes in the value of certain assets and liabilities denominated in foreign currencies. The Corporation employs spot and forward contracts in addition to swap contracts to manage exposure to these and other risks. The Corporation recognized an insignificant amount of net losses for each of the years ended December 31, 2016 and December 31, 2015 on risk management derivative instruments used as economic hedges in "other noninterest income" in the consolidated statements of income.
  The following table summarizes the expected weighted average remaining maturity of the notional amount of risk management interest rate swaps and the weighted average interest rates associated with amounts expected to be received or paid on interest rate swap agreements as of December 31, 2016 and 2015 .
 
 
 
Weighted Average
(dollar amounts in millions)
Notional
Amount
 
Remaining
Maturity
(in years)
 
Receive Rate
 
Pay Rate (a)
December 31, 2016
 
 
 
 
 
 
 
Swaps - fair value - receive fixed/pay floating rate
 
 
 
 
 
 
 
Medium- and long-term debt designation
$
2,275

 
4.5
 
3.69
%
 
1.80
%
December 31, 2015
 
 
 
 
 
 
 
Swaps - fair value - receive fixed/pay floating rate
 
 
 
 
 
 
 
Medium- and long-term debt designation
2,525

 
5.1
 
3.89

 
1.11

(a)
Variable rates paid on receive fixed swaps are based on six-month LIBOR rates in effect at December 31, 2016 and 2015 .
Management believes these hedging strategies achieve the desired relationship between the rate maturities of assets and funding sources which, in turn, reduce the overall exposure of net interest income to interest rate risk, although there can be no assurance that such strategies will be successful.
Customer-Initiated and Other
The Corporation enters into derivative transactions at the request of customers and generally takes offsetting positions with dealer counterparties to mitigate the inherent market risk. Income primarily results from the spread between the customer derivative and the offsetting dealer position.
For customer-initiated foreign exchange contracts where offsetting positions have not been taken, the Corporation manages the remaining inherent market risk through individual foreign currency position limits and aggregate value-at-risk limits. These limits are established annually and reviewed quarterly. For those customer-initiated derivative contracts which were not offset or where the Corporation holds a position within the limits described above, the Corporation recognized $1 million of net gains in “other noninterest income” in the consolidated statements of income for each of the years ended December 31, 2016 and 2015 .
Fair values of customer-initiated and other derivative instruments represent the net unrealized gains or losses on such contracts and are recorded in the consolidated balance sheets. Changes in fair value are recognized in the consolidated statements of income. The net gains recognized in income on customer-initiated derivative instruments, net of the impact of offsetting positions, were as follows.
(in millions)
 
 
 
 
 
Years Ended December 31
 
Location of Gain
2016
 
2015
Interest rate contracts
 
Other noninterest income
$
25

 
$
16

Energy contracts
 
Other noninterest income
2

 
2

Foreign exchange contracts
 
Foreign exchange income
41

 
37

Total
 
 
$
68

 
$
55



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Credit-Related Financial Instruments
The Corporation issues off-balance sheet financial instruments in connection with commercial and consumer lending activities. The Corporation’s credit risk associated with these instruments is represented by the contractual amounts indicated in the following table.
(in millions)
 
 
 
December 31
2016
 
2015
Unused commitments to extend credit:
 
 
 
Commercial and other
$
24,333

 
$
26,115

Bankcard, revolving check credit and home equity loan commitments
2,658

 
2,414

Total unused commitments to extend credit
$
26,991

 
$
28,529

Standby letters of credit
$
3,623

 
$
3,985

Commercial letters of credit
46

 
41

The Corporation maintains an allowance to cover probable credit losses inherent in lending-related commitments, including unused commitments to extend credit, letters of credit and financial guarantees. At December 31, 2016 and 2015 , the allowance for credit losses on lending-related commitments, included in “accrued expenses and other liabilities” on the consolidated balance sheets, was $41 million and $45 million , respectively.
Unused Commitments to Extend Credit
Commitments to extend credit are legally binding agreements to lend to a customer, provided there is no violation of any condition established in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments expire without being drawn upon, the total contractual amount of commitments does not necessarily represent future cash requirements of the Corporation. Commercial and other unused commitments are primarily variable rate commitments. The allowance for credit losses on lending-related commitments included $29 million and $33 million at December 31, 2016 and 2015 , respectively, for probable credit losses inherent in the Corporation’s unused commitments to extend credit.
Standby and Commercial Letters of Credit
Standby letters of credit represent conditional obligations of the Corporation which guarantee the performance of a customer to a third party. Standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Commercial letters of credit are issued to finance foreign or domestic trade transactions. These contracts expire in decreasing amounts through the year 2023 . The Corporation may enter into participation arrangements with third parties that effectively reduce the maximum amount of future payments which may be required under standby and commercial letters of credit. These risk participations covered $255 million and $287 million at December 31, 2016 and 2015 , respectively, of the $3.7 billion and $4.0 billion of standby and commercial letters of credit outstanding at December 31, 2016 and 2015 , respectively.
The carrying value of the Corporation’s standby and commercial letters of credit, included in “accrued expenses and other liabilities” on the consolidated balance sheets, totaled $44 million at December 31, 2016 , including $32 million in deferred fees and $12 million in the allowance for credit losses on lending-related commitments. At December 31, 2015 , the comparable amounts were $49 million , $37 million and $12 million , respectively.
The following table presents a summary of criticized standby and commercial letters of credit at December 31, 2016 and December 31, 2015 . The Corporation's criticized list is consistent with the Special mention, Substandard and Doubtful categories defined by regulatory authorities. The Corporation manages credit risk through underwriting, periodically reviewing and approving its credit exposures using Board committee approved credit policies and guidelines.
(dollar amounts in millions)
December 31, 2016
 
December 31, 2015
Total criticized standby and commercial letters of credit
$
135

 
$
110

As a percentage of total outstanding standby and commercial letters of credit
3.7
%
 
2.7
%
Other Credit-Related Financial Instruments
The Corporation enters into credit risk participation agreements, under which the Corporation assumes credit exposure associated with a borrower’s performance related to certain interest rate derivative contracts. The Corporation is not a party to the interest rate derivative contracts and only enters into these credit risk participation agreements in instances in which the Corporation is also a party to the related loan participation agreement for such borrowers. The Corporation manages its credit risk on the credit risk participation agreements by monitoring the creditworthiness of the borrowers, which is based on the normal credit review process had it entered into the derivative instruments directly with the borrower. The notional amount of such credit risk participation


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

agreement reflects the pro-rata share of the derivative instrument, consistent with its share of the related participated loan. As of December 31, 2016 and 2015 , the total notional amount of the credit risk participation agreements was approximately $458 million and $559 million , respectively, and the fair value, included in customer-initiated interest rate contracts recorded in "accrued expenses and other liabilities" on the consolidated balance sheets, was insignificant for each period. The maximum estimated exposure to these agreements, as measured by projecting a maximum value of the guaranteed derivative instruments, assuming 100 percent default by all obligors on the maximum values, was approximately $3 million and $5 million at December 31, 2016 and 2015 , respectively. In the event of default, the lead bank has the ability to liquidate the assets of the borrower, in which case the lead bank would be required to return a percentage of the recouped assets to the participating banks. As of December 31, 2016 , the weighted average remaining maturity of outstanding credit risk participation agreements was 2.6 years.
NOTE 9 - VARIABLE INTEREST ENTITIES (VIEs)
The Corporation evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Corporation is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration.
The Corporation holds ownership interests in funds in the form of limited partnerships or limited liability companies (LLCs) investing in affordable housing projects that qualify for the LIHTC. The Corporation also directly invests in limited partnerships and LLCs which invest in community development projects which generate similar tax credits to investors. As an investor, the Corporation obtains income tax credits and deductions from the operating losses of these tax credit entities. These tax credit entities meet the definition of a VIE; however, the Corporation is not the primary beneficiary of the entities, as the general partner or the managing member has both the power to direct the activities that most significantly impact the economic performance of the entities and the obligation to absorb losses or the right to receive benefits that could be significant to the entities.
The Corporation accounts for its interests in LIHTC entities using the proportional amortization method. Exposure to loss as a result of the Corporation’s involvement with LIHTC entities at December 31, 2016 was limited to approximately $414 million . Ownership interests in other community development projects which generate similar tax credits to investors (other tax credit entities) are accounted for under either the cost or equity method. Exposure to loss as a result of the Corporation's involvement in other tax credit entities at December 31, 2016 was limited to approximately $8 million .
Investment balances, including all legally binding commitments to fund future investments, are included in “accrued income and other assets” on the consolidated balance sheets. A liability is recognized in “accrued expenses and other liabilities” on the consolidated balance sheets for all legally binding unfunded commitments to fund tax credit entities ( $159 million at December 31, 2016 ). Amortization and other write-downs of LIHTC investments are presented on a net basis as a component of the "provision for income taxes" on the consolidated statements of income, while amortization and write-downs of other tax credit investments are recorded in “other noninterest income." The income tax credits and deductions are recorded as a reduction of income tax expense and a reduction of federal income taxes payable.
The Corporation provided no financial or other support that was not contractually required to any of the above VIEs during the years ended December 31, 2016 , 2015 and 2014 .
The following table summarizes the impact of these tax credit entities on line items on the Corporation’s consolidated statements of income.
(in millions)
 
Years Ended December 31
2016
 
2015
 
2014
Other noninterest income:
 
 
 
 
 
Amortization of other tax credit investments
$
(1
)
 
$
1

 
$
(5
)
Provision for income taxes:
 
 
 
 
 
Amortization of LIHTC Investments
66

 
62

 
60

Low income housing tax credits
(62
)
 
(61
)
 
(59
)
Other tax benefits related to tax credit entities
(26
)
 
(22
)
 
(28
)
Total provision for income taxes
$
(22
)
 
$
(21
)
 
$
(27
)
For further information on the Corporation’s consolidation policy, see Note 1.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 10 - DEPOSITS
At December 31, 2016 , the scheduled maturities of certificates of deposit and other deposits with a stated maturity were as follows:
(in millions)
 
Years Ending December 31
   
2017
$
2,349

2018
276

2019
106

2020
52

2021
25

Thereafter
17

Total
$
2,825

A maturity distribution of domestic certificates of deposit of $100,000 and over follows:
(in millions)
 
 
 
December 31
2016
 
2015
Three months or less
$
510

 
$
532

Over three months to six months
322

 
385

Over six months to twelve months
449

 
659

Over twelve months
230

 
537

Total
$
1,511

 
$
2,113

The aggregate amount of domestic certificates of deposit that meet or exceed the current FDIC insurance limit of $250,000 was $882 million and $1.4 billion at December 31, 2016 and 2015 , respectively. All foreign office time deposits of $19 million and $32 million at December 31, 2016 and 2015 , respectively, were in denominations of $250,000 or more.
NOTE 11 - SHORT-TERM BORROWINGS
Federal funds purchased and securities sold under agreements to repurchase generally mature within one to four days from the transaction date. Other short-term borrowings, which may consist of borrowed securities and short-term notes, generally mature within one to 120 days from the transaction date.
At December 31, 2016 , Comerica Bank (the Bank), a wholly-owned subsidiary of the Corporation, had pledged loans totaling $23.0 billion which provided for up to $18.5 billion of available collateralized borrowing with the FRB.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table provides a summary of short-term borrowings.
(dollar amounts in millions)
Federal Funds Purchased
and Securities Sold Under
Agreements to  Repurchase
 
Other
Short-term
Borrowings
December 31, 2016
 
 
 
Amount outstanding at year-end
$
25

 
$
—

Weighted average interest rate at year-end
0.54
%
 
—
%
Maximum month-end balance during the year
$
25

 
$
—

Average balance outstanding during the year
15

 
123

Weighted average interest rate during the year
0.47
%
 
0.45
%
December 31, 2015
 
 
 
Amount outstanding at year-end
$
23

 
$
—

Weighted average interest rate at year-end
0.38
%
 
—
%
Maximum month-end balance during the year
$
109

 
$
—

Average balance outstanding during the year
93

 
—

Weighted average interest rate during the year
0.05
%
 
—
%
December 31, 2014
 
 
 
Amount outstanding at year-end
$
116

 
$
—

Weighted average interest rate at year-end
0.04
%
 
—
%
Maximum month-end balance during the year
$
238

 
$
—

Average balance outstanding during the year
200

 
—

Weighted average interest rate during the year
0.04
%
 
—
%
NOTE 12 - MEDIUM- AND LONG-TERM DEBT
Medium- and long-term debt is summarized as follows:
(in millions)
 
 
 
December 31
2016
 
2015
Parent company
 
 
 
Subordinated notes:
 
 
 
3.80% subordinated notes due 2026 (a)
$
256

 
$
259

Medium-term notes:
 
 
 
2.125% notes due 2019 (a)
348

 
349

Total parent company
604

 
608

Subsidiaries
 
 
 
Subordinated notes:
 
 
 
5.75% subordinated notes due 2016 (a) (b)
—

 
659

5.20% subordinated notes due 2017 (a)
511

 
530

4.00% subordinated notes due 2025 (a)
347

 
351

7.875% subordinated notes due 2026 (a)
215

 
223

Total subordinated notes
1,073

 
1,763

Medium-term notes:
 
 
 
2.50% notes due 2020 (a)
667

 
671

Federal Home Loan Bank (FHLB) advances:
 
 
 
Floating-rate based on FHLB auction rate due 2026
2,800

 
—

Other notes:
 
 
 
6.0% - 6.4% fixed-rate notes due 2018 to 2020
16

 
16

Total subsidiaries
4,556

 
2,450

Total medium- and long-term debt
$
5,160

 
$
3,058

(a)
The fixed interest rates on these notes have been swapped to a variable rate and designated in a hedging relationship. Accordingly, carrying value has been adjusted to reflect the change in the fair value of the debt as a result of changes in the benchmark rate.
(b)
The fixed interest rate on $250 million of $650 million total par value of these notes was swapped to a variable rate.
Subordinated notes with remaining maturities greater than one year qualify as Tier 2 capital.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The Bank is a member of the FHLB, which provides short- and long-term funding to its members through advances collateralized by real-estate related assets. In the second quarter 2016, the Bank borrowed $2.8 billion of 10-year, floating-rate FHLB advances due 2026 . The interest rate on each of eight notes resets every four weeks, based on the FHLB auction rate, with the reset date of each note scheduled at one-week intervals. At December 31, 2016 the weighted-average rate on these advances was 0.6188% . Each note may be prepaid in full, without penalty, at each scheduled reset date. Proceeds were used for general corporate purposes. Actual borrowing capacity is contingent upon the amount of collateral available to be pledged to the FHLB. At December 31, 2016 , $15.5 billion of real estate-related loans were pledged to the FHLB as blanket collateral for potential future borrowings of approximately $3.9 billion .
Unamortized debt issuance costs deducted from the carrying amount of medium- and long-term debt totaled $7 million and $8 million at December 31, 2016 and 2015 , respectively.
At December 31, 2016 , the principal maturities of medium- and long-term debt were as follows:
(in millions)
 
Years Ending December 31
   
2017
$
500

2018
2

2019
357

2020
682

2021
—

Thereafter
3,550

Total
$
5,091

NOTE 13 - SHAREHOLDERS’ EQUITY
The Federal Reserve completed its 2016 Comprehensive Capital Analysis and Review (CCAR) in June 2016 and did not object to the Corporation's 2016/2017 capital plan and capital distributions contemplated in the plan for the period ending June 30, 2017. The plan includes equity repurchases of up to $440 million for the four-quarter period commencing in the third quarter 2016 and ending in the second quarter 2017. During the year ended December 31, 2016 , the Corporation had repurchased $303 million under the equity repurchase program.
Repurchases of common stock under the equity repurchase program authorized in 2010 by the Board of Directors of the Corporation totaled 6.6 million shares at an average price paid of $46.09 in 2016 , 5.1 million shares at an average price paid of $45.65 per share in 2015 and 5.2 million shares at an average price paid of $47.91 per share in 2014 . The Corporation also repurchased 500,000 warrants at an average price paid of $20.70 in 2015 . There is no expiration date for the Corporation's equity repurchase program.
At December 31, 2016 , the Corporation had 4.8 million warrants outstanding to purchase 3.9 million common shares at a weighted-average exercise price of $29.47 . Outstanding warrants were exercisable at the date of grant and expire in 2018 . Approximately 2.3 million , 934,000 and 361,000 shares of common stock were issued upon exercise of warrants in 2016 , 2015 and 2014 , respectively.
At December 31, 2016 , the Corporation had 3.9 million shares of common stock reserved for warrant exercises, 7.9 million shares of common stock reserved for stock option exercises and restricted stock unit vesting and 1.6 million shares of restricted stock outstanding to employees and directors under share-based compensation plans.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 14 - ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents a reconciliation of the changes in the components of accumulated other comprehensive loss and details the components of other comprehensive income (loss) for the years ended December 31, 2016 , 2015 and 2014 , including the amount of income tax expense (benefit) allocated to each component of other comprehensive income (loss).
(in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Accumulated net unrealized gains (losses) on investment securities:
 
 
 
 
 
Balance at beginning of period, net of tax
$
9

 
$
37

 
$
(68
)
 
 
 
 
 
 
Net unrealized holding (losses) gains arising during the period
(70
)
 
(55
)
 
166

Less: (Benefit) provision for income taxes
(26
)
 
(21
)
 
60

Net unrealized holding (losses) gains arising during the period, net of tax
(44
)
 
(34
)
 
106

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
(3
)
 
(8
)
 
—

Less: Benefit for income taxes
(1
)
 
(3
)
 
—

Reclassification adjustment for net losses realized as a yield adjustment included in net income, net of tax
(2
)
 
(5
)
 
—

Change in net unrealized (losses) gains on investment securities, net of tax
(42
)
 
(28
)
 
105

Balance at end of period, net of tax
$
(33
)
 
$
9

 
$
37

 
 
 
 
 
 
Accumulated defined benefit pension and other postretirement plans adjustment:
 
 
 
 
 
Balance at beginning of period, net of tax
$
(438
)
 
$
(449
)
 
$
(323
)
 
 
 
 
 
 
Actuarial loss arising during the period
(134
)
 
(57
)
 
(240
)
Prior service credit arising during the period
234

 
3

 
—

Net defined benefit pension and other postretirement adjustment arising during the period
100

 
(54
)
 
(240
)
Less: Provision (benefit) for income taxes
37

 
(19
)
 
(87
)
Net defined benefit pension and other postretirement adjustment arising during the period, net of tax
63

 
(35
)
 
(153
)
Amounts recognized in salaries and benefits expense:
 
 
 
 
 
Amortization of actuarial net loss
46

 
70

 
39

Amortization of prior service (credit) cost
(7
)
 
1

 
3

Total amounts recognized in salaries and benefits expense
39

 
71

 
42

Less: Provision for income taxes
14

 
25

 
15

Adjustment for amounts recognized as components of net periodic benefit cost during the period, net of tax
25

 
46

 
27

Change in defined benefit pension and other postretirement plans adjustment, net of tax
88

 
11

 
(126
)
Balance at end of period, net of tax
$
(350
)
 
$
(438
)
 
$
(449
)
Total accumulated other comprehensive loss at end of period, net of tax
$
(383
)
 
$
(429
)
 
$
(412
)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 15 - NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are presented in the following table.
(in millions, except per share data)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Basic and diluted
 
 
 
 
 
Net income
$
477

 
$
521

 
$
593

Less income allocated to participating securities
4

 
6

 
7

Net income attributable to common shares
$
473

 
$
515

 
$
586

 
 
 
 
 
 
Basic average common shares
172

 
176

 
179

 
 
 
 
 
 
Basic net income per common share
$
2.74

 
$
2.93

 
$
3.28

 
 
 
 
 
 
Basic average common shares
172

 
176

 
179

Dilutive common stock equivalents:
 
 
 
 
 
Net effect of the assumed exercise of stock options
2

 
2

 
2

Net effect of the assumed exercise of warrants
3

 
3

 
4

Diluted average common shares
177

 
181

 
185

 
 
 
 
 
 
Diluted net income per common share
$
2.68

 
$
2.84

 
$
3.16

The following average shares related to outstanding options to purchase shares of common stock were not included in the computation of diluted net income per common share because the prices of the options and warrants were greater than the average market price of common shares for the period.
(shares in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Average outstanding options
3.3
 
5.1
 
7.2
Range of exercise prices
$37.26 - $59.86
 
$46.68 - $60.82
 
$47.24 - $61.94
NOTE 16 - SHARE-BASED COMPENSATION
Share-based compensation expense is charged to “salaries and benefits” expense on the consolidated statements of income. The components of share-based compensation expense for all share-based compensation plans and related tax benefits are as follows.
(in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Total share-based compensation expense
$
34

 
$
38

 
$
38

Related tax benefits recognized in net income
$
13

 
$
14

 
$
14

The following table summarizes unrecognized compensation expense for all share-based plans:
(dollar amounts in millions)
December 31, 2016
Total unrecognized share-based compensation expense
$
43

Weighted-average expected recognition period (in years)
2.9

The Corporation has share-based compensation plans under which it awards shares of restricted stock and restricted stock units to executive officers, directors and key personnel, and stock options to executive officers and key personnel of the Corporation and its subsidiaries. Restricted stock vests over periods ranging from three years to five years, restricted stock units vest over periods ranging from one year to three years, and stock options vest over periods ranging from one year to four years. The maturity of each option is determined at the date of grant; however, no options may be exercised later than ten years from the date of grant. The options may have restrictions regarding exercisability. The plans originally provided for a grant of up to 19.4 million common shares, plus shares under certain plans that are forfeited, expire or are canceled, which become available for re-grant. At December 31, 2016 , 10.2 million shares were available for grant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The Corporation used a binomial model to value stock options granted in the periods presented. Option valuation models require several inputs, including the expected stock price volatility, and changes in input assumptions can materially affect the fair value estimates. The model used may not necessarily provide a reliable single measure of the fair value of employee and director stock options. The risk-free interest rate assumption used in the binomial option-pricing model as outlined in the table below was based on the federal ten-year treasury interest rate. The expected dividend yield was based on the historical and projected dividend yield patterns of the Corporation’s common shares. Expected volatility assumptions considered both the historical volatility of the Corporation’s common stock over a ten-year period and implied volatility based on actively traded options on the Corporation’s common stock with pricing terms and trade dates similar to the stock options granted. Expected option life was based on historical exercise activity over the contractual term of the option grant (10 years), excluding certain forced transactions.
The estimated weighted-average grant-date fair value per option and the underlying binomial option-pricing model assumptions are summarized in the following table:
Years Ended December 31
2016
 
2015
 
2014
Weighted-average grant-date fair value per option
$
9.94

 
$
11.31

 
$
13.21

Weighted-average assumptions:
 
 
 
 
 
 Risk-free interest rates
2.01
%
 
1.83
%
 
2.95
%
 Expected dividend yield
3.00

 
3.00

 
3.00

Expected volatility factors of the market price of
   Comerica common stock
38

 
33

 
31

Expected option life (in years)
6.9

 
6.9

 
5.8

A summary of the Corporation’s stock option activity and related information for the year ended December 31, 2016 follows:
 
 
 
Weighted-Average
 
 
  
Number of
Options
(in thousands)
 
Exercise Price
per Share
 
Remaining
Contractual
Term (in years)
 
Aggregate
Intrinsic Value
(in millions)
Outstanding-January 1, 2016
11,792

 
$
42.92

 
 
 
 
Granted
1,137

 
32.97

 
 
 
 
Forfeited or expired
(2,121
)
 
54.74

 
 
 
 
Exercised
(3,916
)
 
43.63

 
 
 
 
Outstanding-December 31, 2016
6,892

 
37.24

 
5.4

 
$
213

Outstanding, net of expected forfeitures-December 31, 2016
6,472

 
37.31

 
5.3

 
199

Exercisable-December 31, 2016
4,490

 
36.66

 
4.0

 
141

The aggregate intrinsic value of outstanding options shown in the table above represents the total pretax intrinsic value at December 31, 2016 , based on the Corporation’s closing stock price of $68.11 at December 31, 2016 .
The total intrinsic value of stock options exercised was $46 million , $12 million and $23 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.
A summary of the Corporation’s restricted stock activity and related information for the year ended December 31, 2016 follows:
 
Number of
Shares
(in thousands)
 
Weighted-Average
Grant-Date Fair 
Value per Share
Outstanding-January 1, 2016
1,910

 
$
37.41

Granted
574

 
33.41

Forfeited
(267
)
 
36.99

Vested
(626
)
 
34.45

Outstanding-December 31, 2016
1,591

 
$
37.20


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The total fair value of restricted stock awards that fully vested was $22 million for the year ended December 31, 2016 and $18 million for each of the years ended December 31, 2015 and 2014 .
A summary of the Corporation's restricted stock unit activity and related information for the year ended December 31, 2016 follows:
 
Service-Based Units
 
Performance-Based Units
 
Number of
Units
(in thousands)
 
Weighted-Average
Grant-Date Fair 
Value per Share
 
Number of
Units
(in thousands)
 
Weighted-Average
Grant-Date Fair 
Value per Share
Outstanding-January 1, 2016
413

 
$
34.77

 
510

 
$
44.89

Granted
19

 
44.90

 
362

 
32.85

Converted
34

 
33.79

 
(34
)
 
33.79

Forfeited
(12
)
 
26.69

 
(46
)
 
40.19

Vested
(285
)
 
33.18

 
—

 
—

Outstanding-December 31, 2016
169

 
38.97

 
792

 
40.14

The total fair value of restricted stock units that fully vested was $11 million for the year ended December 31, 2016 . There were no restricted stock units that vested for each of the years ended December 31, 2015 and 2014 .
The Corporation expects to satisfy the exercise of stock options, the vesting of restricted stock units and future grants of restricted stock by issuing shares of common stock out of treasury. At December 31, 2016 , the Corporation held 52.9 million shares in treasury.
For further information on the Corporation’s share-based compensation plans, refer to Note 1 .
NOTE 17 - EMPLOYEE BENEFIT PLANS
Defined Benefit Pension and Postretirement Benefit Plans
The Corporation has a qualified and a non-qualified defined benefit pension plan. Through December 31, 2016, the plans provided benefits for substantially all salaried employees hired before January 1, 2007 who continued to meet the eligibility requirements of the plans. Through December 31, 2016, benefits under the defined benefit plans were based primarily on years of service, age and compensation during the five highest paid consecutive calendar years occurring during the last ten years before retirement. Salaries and benefits expense included defined benefit pension expense of $6 million , $47 million and $39 million in the years ended December 31, 2016 , 2015 and 2014 , respectively, for the plans.
In October 2016, the Corporation modified the qualified and non-qualified defined benefit pension plans to freeze final average pay benefits as of December 31, 2016, other than for participants who were age 60 or older as of December 31, 2016, and added a cash balance plan provision effective January 1, 2017. Active pension plan participants 60 years or older as of December 31, 2016 receive the greater of the final average pay formula or the frozen final average pay benefit as of December 31, 2016 plus the cash balance benefit earned after January 1, 2017. Employees participating in the retirement account plan as of December 31, 2016 are eligible to participate in the cash balance pension plan effective January 1, 2017. Benefits earned under the cash balance pension formula, in the form of an account balance, include contribution credits based on eligible pay earned each month, age and years of service and monthly interest credits based on the 30-year Treasury rate.
The Corporation’s postretirement benefit plan continues to provide postretirement health care and life insurance benefits for retirees as of December 31, 1992. The plan also provides certain postretirement health care and life insurance benefits for a limited number of retirees who retired prior to January 1, 2000. For all other employees hired prior to January 1, 2000, a nominal benefit is provided. Employees hired on or after January 1, 2000 and prior to January 1, 2007 are eligible to participate in the plan on a full contributory basis until Medicare-eligible based on age and service. Employees hired on or after January 1, 2007 are not eligible to participate in the plan. The Corporation funds the pre-1992 retiree plan benefits with bank-owned life insurance. Employee benefits expense included no postretirement benefit expense in the year ended December 31, 2016 and $1 million in each of the years ended December 31, 2015 and 2014 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table sets forth reconciliations of plan assets and the projected benefit obligation, the weighted-average assumptions used to determine year-end benefit obligations, and the amounts recognized in accumulated other comprehensive income (loss) for the Corporation’s defined benefit pension plans and postretirement benefit plan at December 31, 2016 and 2015 . The Corporation used a measurement date of December 31, 2016 for these plans.
 
Defined Benefit Pension Plans
 
 
 
 
 
Qualified
 
 
Non-Qualified
 
Postretirement Benefit Plan
(dollar amounts in millions)
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Change in fair value of plan assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair value of plan assets at January 1
$
2,346

 
 
$
2,541

 
 
$
—

 
$
—

 
$
61

 
$
67

Actual return on plan assets
200

 
 
(73
)
 
 
—

 
—

 
2

 
—

Employer contributions
—

 
 
—

 
 
—

 
—

 
4

 
—

Benefits paid
(93
)
 
 
(122
)
(a)
 
—

 
—

 
(5
)
 
(6
)
Fair value of plan assets at December 31
$
2,453

 
 
$
2,346

 
 
$
—

 
$
—

 
$
62

 
$
61

Change in projected benefit obligation:
 
 
 
 
 
 
 
 
 
 
 
 
 
Projected benefit obligation at January 1
$
1,916

 
 
$
2,070

 
 
$
222

 
$
235

 
$
59

 
$
73

Service cost
31

 
 
35

 
 
3

 
4

 
—

 
—

Interest cost
87

 
 
88

 
 
10

 
10

 
3

 
3

Actuarial loss (gain)
161

 
 
(155
)
 
 
11

 
(16
)
 
(2
)
 
(8
)
Benefits paid
(93
)
 
 
(122
)
(a)
 
(11
)
 
(11
)
 
(5
)
 
(6
)
Plan change
(200
)
 
 
—

 
 
(34
)
 
—

 
—

 
(3
)
Projected benefit obligation at December 31
$
1,902

 
 
$
1,916

 
 
$
201

 
$
222

 
$
55

 
$
59

Accumulated benefit obligation
$
1,894

 
 
$
1,756

 
 
$
198

 
$
191

 
$
55

 
$
59

Funded status at December 31 (b) (c)
$
551

 
 
$
430

 
 
$
(201
)
 
$
(222
)
 
$
7

 
$
2

Weighted-average assumptions used:
 
 
 
 
 
 
 
 
 
 
 
 
 
Discount rate
4.23
%
 
 
4.82
%
 
 
4.23
%
 
4.82
%
 
3.92
%
 
4.53
%
Rate of compensation increase
3.50

 
 
3.75

 
 
3.50

 
3.75

 
n/a

 
n/a

Healthcare cost trend rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost trend rate assumed for next year
n/a

 
 
n/a

 
 
n/a

 
n/a

 
6.50

 
7.00

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
n/a

 
 
n/a

 
 
n/a

 
n/a

 
5.00

 
5.00

Year when rate reaches the ultimate trend rate
n/a

 
 
n/a

 
 
n/a

 
n/a

 
2027

 
2027

Amounts recognized in accumulated other comprehensive income (loss) before income taxes:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net actuarial loss
$
(673
)
 
 
$
(586
)
 
 
$
(82
)
 
$
(78
)
 
$
(20
)
 
$
(22
)
Prior service credit (cost)
178

 
 
(21
)
 
 
50

 
21

 
1

 
1

Balance at December 31
$
(495
)
 
 
$
(607
)
 
 
$
(32
)
 
$
(57
)
 
$
(19
)
 
$
(21
)
(a)
Included $56 million in benefit payments made to certain terminated vested eligible participants who elected to receive lump-sum settlements in 2015.
(b)
Based on projected benefit obligation for defined benefit pension plans and accumulated benefit obligation for postretirement benefit plan.
(c)
The Corporation recognizes the overfunded and underfunded status of the plans in “accrued income and other assets” and “accrued expenses and other liabilities,” respectively, on the consolidated balance sheets.
n/a - not applicable
Because the non-qualified defined benefit pension plan has no assets, the accumulated benefit obligation exceeded the fair value of plan assets for the non-qualified defined benefit pension plan at December 31, 2016 and December 31, 2015 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following table details the changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the year ended December 31, 2016 .
 
Defined Benefit Pension Plans
 
 
 
 
(in millions)
Qualified
 
Non-Qualified
 
Postretirement Benefit Plan
 
Total
Actuarial (loss) gain arising during the period
$
(124
)
 
$
(11
)
 
$
1

 
$
(134
)
Prior service credit arising during the period
200

 
34

 
—

 
234

Amortization of net actuarial loss
38

 
7

 
1

 
46

Amortization of prior service credit
(2
)
 
(5
)
 
—

 
(7
)
Total recognized in other comprehensive income
$
112

 
$
25

 
$
2

 
$
139

Components of net periodic defined benefit cost and postretirement benefit cost, the actual return on plan assets and the weighted-average assumptions used were as follows.
 
Defined Benefit Pension Plans
(dollar amounts in millions)
Qualified
 
Non-Qualified
Years Ended December 31
2016
 
2015
 
2014
 
2016
 
2015
 
2014
Service cost
$
31

 
$
35

 
$
29

 
$
3

 
$
4

 
$
3

Interest cost
87

 
88

 
88

 
10

 
10

 
10

Expected return on plan assets
(163
)
 
(159
)
 
(131
)
 
—

 
—

 
—

Amortization of prior service (credit) cost
(2
)
 
4

 
6

 
(5
)
 
(4
)
 
(4
)
Amortization of net loss
38

 
59

 
31

 
7

 
10

 
7

Net periodic defined benefit (credit) cost
$
(9
)
 
$
27

 
$
23

 
$
15

 
$
20

 
$
16

Actual return on plan assets
$
200

 
$
(73
)
 
$
278

 
n/a

 
n/a

 
n/a

Actual rate of return on plan assets
8.66
%
 
(2.95
)%
 
13.88
%
 
n/a

 
n/a

 
n/a

Weighted-average assumptions used:
 
 
 
 
 
 
 
 
 
 
 
Discount rate
4.53
%
 
4.28
 %
 
5.17
%
 
4.53
%
 
4.28
%
 
5.17
%
Expected long-term return on plan assets
6.75

 
6.75

 
6.75

 
n/a

 
n/a

 
n/a

Rate of compensation increase
3.75

 
3.75

 
4.00

 
3.75

 
3.75

 
4.00

n/a - not applicable
(dollar amounts in millions)
Postretirement Benefit Plan
Years Ended December 31
2016
 
2015
 
2014
Interest cost
$
3

 
$
3

 
$
3

Expected return on plan assets
(4
)
 
(4
)
 
(4
)
Amortization of prior service cost
—

 
1

 
1

Amortization of net loss
1

 
1

 
1

Net periodic postretirement benefit cost
$
—

 
$
1

 
$
1

Actual return on plan assets
$
2

 
$
—

 
$
3

Actual rate of return on plan assets
2.83
%
 
(0.53
)%
 
4.62
%
Weighted-average assumptions used:
 
 
 
 
 
Discount rate
4.53
%
 
3.99
 %
 
4.59
%
Expected long-term return on plan assets
5.00

 
5.00

 
5.00

Healthcare cost trend rate:
 
 
 
 
 
Cost trend rate assumed
7.00

 
7.00

 
7.50

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
5.00

 
5.00

 
5.00

Year that the rate reaches the ultimate trend rate
2027

 
2026

 
2033

The expected long-term rate of return of plan assets is the average rate of return expected to be realized on funds invested or expected to be invested over the life of the plan, which has an estimated duration of approximately 12 years as of December 31, 2016 . The expected long-term rate of return on plan assets is set after considering both long-term returns in the general market and long-term returns experienced by the assets in the plan. The returns on the various asset categories are blended to derive one long-term rate of return. The Corporation reviews its pension plan assumptions on an annual basis with its actuarial consultants to determine if assumptions are reasonable and adjusts the assumptions to reflect changes in future expectations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The estimated portion of balances remaining in accumulated other comprehensive income (loss) that are expected to be recognized as a component of net periodic benefit cost in the year ended December 31, 2017 are as follows.
 
Defined Benefit Pension Plans
 
 
 
 
(in millions)
Qualified
 
Non-Qualified
 
Postretirement
Benefit Plan
 
Total
Net loss
$
43

 
$
8

 
$
1

 
$
52

Prior service credit
(19
)
 
(8
)
 
—

 
(27
)
Assumed healthcare cost trend rates have a significant effect on the amounts reported for the postretirement benefit plan. A one-percentage-point change in 2016 assumed healthcare and prescription drug cost trend rates would have the following effects.
 
One-Percentage-Point
(in millions)
Increase
 
Decrease
Effect on postretirement benefit obligation
$
3

 
$
(3
)
Effect on total service and interest cost
—

 
—

Plan Assets
The Corporation’s overall investment goals for the qualified defined benefit pension plan are to maintain a portfolio of assets of appropriate liquidity and diversification; to generate investment returns (net of operating costs) that are reasonably anticipated to maintain the plan’s fully funded status or to reduce a funding deficit, after taking into account various factors, including reasonably anticipated future contributions and expense and the interest rate sensitivity of the plan’s assets relative to that of the plan’s liabilities; and to generate investment returns (net of operating costs) that meet or exceed a customized benchmark as defined in the plan investment policy. Derivative instruments are permissible for hedging and transactional efficiency, but only to the extent that the derivative use enhances the efficient execution of the plan’s investment policy. The plan does not directly invest in securities issued by the Corporation and its subsidiaries. The Corporation’s target allocations for plan investments are 45 percent to 55 percent for both equity securities and fixed income, including cash. Equity securities include collective investment and mutual funds and common stock. Fixed income securities include U.S. Treasury and other U.S. government agency securities, mortgage-backed securities, corporate bonds and notes, municipal bonds, collateralized mortgage obligations and money market funds.
Fair Value Measurements
The Corporation’s qualified defined benefit pension plan utilizes fair value measurements to record fair value adjustments and to determine fair value disclosures. The Corporation’s qualified benefit pension plan categorizes investments recorded at fair value into a three-level hierarchy, based on the markets in which the investment are traded and the reliability of the assumptions used to determine fair value. Refer to Note 1 for a description of the three-level hierarchy.
In May 2015, the FASB issued ASU No. 2015-07, "Disclosure for Investments in Certain Entities That Calculate Net Asset Value per Share" (ASU 2015-07). ASU 2015-07 removes the requirement to present certain investments for which the practical expedient is used to measure fair value at net asset value (NAV) within the fair value hierarchy. Instead, these investments are included to permit reconciliation of the fair value hierarchy to the fair value investment balance on the consolidated balance sheets. The provisions of ASU 2015-07 were retrospectively applied.
Following is a description of the valuation methodologies and key inputs used to measure the fair value of the Corporation’s qualified defined benefit pension plan investments, including an indication of the level of the fair value hierarchy in which the investments are classified.
Mutual funds
Fair value measurement is based upon the NAV provided by the administrator of the fund. Mutual fund NAVs are quoted in an active market exchange, such as the New York Stock Exchange, and are included in Level 1 of the fair value hierarchy.
Commercial paper
Fair value measurement is based on benchmark yields and quotes from market makers and other broker/dealers recognized to be market participants. Commercial paper is included in Level 2 of the fair value hierarchy.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Common stock
Fair value measurement is based upon the closing price quoted in an active market exchange, such as the New York Stock Exchange. Level 1 common stock includes domestic and foreign stock and real estate investment trusts. The fair value of American Depository Receipts is based upon independent pricing models utilizing primarily observable inputs, generally the quoted prices for the underlying securities, and is included in Level 2 of the fair value hierarchy.
U.S. Treasury and other U.S. government agency securities
Fair value measurement is based upon quoted prices in an active market exchange, such as the New York Stock Exchange. Level 1 securities include U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets.
Corporate and municipal bonds and notes
Fair value measurement is based upon quoted prices of securities with similar characteristics or pricing models based on observable market data inputs, primarily interest rates, spreads and prepayment information. Level 2 securities include corporate bonds, municipal bonds, foreign bonds and foreign notes.
Collateralized mortgage obligations and U.S. government agency mortgage-backed securities
Fair value measurement is based upon independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors, such as credit loss and liquidity assumptions, and are included in Level 2 of the fair value hierarchy.
Private placements
Fair value is measured using the NAV provided by fund management as quoted prices in active markets are not available. Management considers additional discounts to the provided NAV for market and credit risk. Private placements are included in Level 3 of the fair value hierarchy.
  Collective investment funds
Fair value measurement is based upon the net asset value (NAV) provided by the administrator of the fund as a practical expedient to estimate fair value. There are no unfunded commitments or redemption restrictions on the collective investment funds. The investments are redeemable daily.


F-94
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

  Fair Values
The fair values of the Corporation’s qualified defined benefit pension plan investments measured at fair value on a recurring basis at December 31, 2016 and 2015 , by asset category and level within the fair value hierarchy, are detailed in the table below.
(in millions)
Total
 
Level 1
 
Level 2
 
Level 3
December 31, 2016
 
 
 
 
 
 
 
Cash equivalent securities:
 
 
 
 
 
 
 
     Commercial paper
$
2

 
$
—

 
$
2

 
$
—

Common stock
850

 
850

 
—

 
—

Fixed income securities:
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
377

 
377

 
—

 
—

Corporate and municipal bonds and notes
709

 
—

 
709

 
—

Collateralized mortgage obligations
15

 
—

 
15

 
—

U.S. government agency mortgage-backed securities
8

 
—

 
8

 
—

Private placements
71

 
—

 
—

 
71

Total investments in the fair value hierarchy
2,032


1,227


734


71

 
 
 
 
 
 
 
 
Investments measured at net asset value:
 
 
 
 
 
 
 
Collective investment funds
416

 


 


 


Total investments at fair value
$
2,448

 


 


 


December 31, 2015
 
 
 
 
 
 
 
Cash equivalent securities:
 
 
 
 
 
 
 
Mutual funds
$
43

 
$
43

 
$
—

 
$
—

Equity securities:
 
 
 
 
 
 
 
Mutual funds
69

 
69

 
—

 
—

Common stock
480

 
478

 
2

 
—

Fixed income securities:
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
368

 
368

 
—

 
—

Corporate and municipal bonds and notes
729

 
—

 
729

 
—

Collateralized mortgage obligations
18

 
—

 
18

 
—

U.S. government agency mortgage-backed securities
8

 
—

 
8

 
—

Private placements
105

 
—

 
—

 
105

Total investments in the fair value hierarchy
1,820

 
958

 
757

 
105

 
 
 
 
 
 
 
 
Investments measured at net asset value:
 
 
 
 
 
 
 
   Collective investment funds
527

 
 
 
 
 
 
Total investments at fair value
$
2,347

 
 
 
 
 
 
The table below provides a summary of changes in the Corporation’s qualified defined benefit pension plan’s Level 3 investments measured at fair value on a recurring basis for the years ended December 31, 2016 and 2015 .
 
Balance at
Beginning
of Period
 
 
 
 
 
 
 
 
 
Balance at
End of Period
 
 
Net Gains (Losses)
 
 
 
 
 
(in millions)
 
Realized
 
Unrealized
 
Purchases
 
Sales
 
Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Private placements
$
105

 
$
1

 
$
3

 
$
64

 
$
(102
)
 
$
71

Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Private placements
$
73

 
$
—

 
$
(5
)
 
$
108

 
$
(71
)
 
$
105

There were no assets in the non-qualified defined benefit pension plan at December 31, 2016 and 2015 . The postretirement benefit plan is fully invested in bank-owned life insurance policies. The fair value of bank-owned life insurance policies is based on the cash surrender values of the policies as reported by the insurance companies and is classified in Level 2 of the fair value hierarchy.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

Cash Flows
The Corporation currently expects to make no employer contributions to the qualified and non-qualified defined benefit pension plans and postretirement benefit plan for the year ended December 31, 2017 .
 
Estimated Future Benefit Payments
(in millions)
Years Ended December 31
Qualified
Defined Benefit
Pension Plan
 
Non-Qualified
Defined Benefit
Pension Plan
 
Postretirement
Benefit Plan (a)
2017
$
120

 
$
11

 
$
6

2018
119

 
12

 
6

2019
124

 
12

 
6

2020
126

 
13

 
5

2021
129

 
13

 
5

2022 - 2026
657

 
65

 
21

(a)
Estimated benefit payments in the postretirement benefit plan are net of estimated Medicare subsidies.
Defined Contribution Plans
Substantially all of the Corporation’s employees are eligible to participate in the Corporation’s principal defined contribution plan (a 401(k) plan). Under this plan, the Corporation makes core matching cash contributions of 100 percent of the first 4 percent of qualified earnings contributed by employees (up to the current IRS compensation limit), invested based on employee investment elections. Employee benefits expense included expense for the plan of $22 million for each of the years ended December 31, 2016 , 2015 , and 2014 .
Through December 31, 2016, the Corporation also provided a retirement account plan for the benefit of substantially all employees who worked at least 1,000 hours in a plan year and were not accruing a benefit in the defined benefit pension plan. Under the retirement account plan, the Corporation made an annual discretionary allocation to the individual account of each eligible employee ranging from 3 percent to 8 percent of annual compensation, determined based on combined age and years of service. The allocations were invested based on employee investment elections. The Corporation recognized $10 million in employee benefits expense for this plan for each of the years ended December 31, 2016 , 2015 , and 2014 . Employees participating in the retirement account plan as of December 31, 2016 are eligible to participate in the cash balance pension plan effective January 1, 2017. Final retirement account plan balances will be transferred to the Corporation's 401(k) plan in the first quarter of 2017. Contributions to the retirement account plan will cease for periods beginning after December 31, 2016.
Deferred Compensation Plans
The Corporation offers optional deferred compensation plans under which certain employees may make an irrevocable election to defer incentive compensation and/or a portion of base salary until retirement or separation from the Corporation. The employee may direct deferred compensation into one or more deemed investment options. Although not required to do so, the Corporation invests actual funds into the deemed investments as directed by employees, resulting in a deferred compensation asset, recorded in “other short-term investments” on the consolidated balance sheets that offsets the liability to employees under the plan, recorded in “accrued expenses and other liabilities.” The earnings from the deferred compensation asset are recorded in “interest on short-term investments” and “other noninterest income” and the related change in the liability to employees under the plan is recorded in “salaries” expense on the consolidated statements of income.
NOTE 18 - INCOME TAXES AND TAX-RELATED ITEMS
The provision for income taxes is calculated as the sum of income taxes due for the current year and deferred taxes. Income taxes due for the current year is computed by applying federal and state tax statutes to current year taxable income. Deferred taxes arise from temporary differences between the income tax basis and financial accounting basis of assets and liabilities. Tax-related interest and penalties and foreign taxes are then added to the tax provision.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The current and deferred components of the provision for income taxes were as follows:
(in millions)
 
 
 
 
 
December 31
2016
 
2015
 
2014
Current:
 
 
 
 
 
Federal
$
224

 
$
275

 
$
127

Foreign
5

 
5

 
6

State and local
15

 
20

 
14

Total current
244

 
300

 
147

Deferred:
 
 
 
 
 
Federal
(49
)
 
(68
)
 
123

State and local
(2
)
 
(3
)
 
7

Total deferred
(51
)
 
(71
)
 
130

Total
$
193

 
$
229

 
$
277

Income before income taxes of $670 million for the year ended December 31, 2016 included $18 million of foreign-source income.
The income tax provision on securities transactions for the years ended December 31, 2016 and 2015 were benefits of $2 million and $1 million , respectively. There was no tax provision on securities transactions for the year ended December 31, 2014 .
The provision for income taxes does not reflect the tax effects of unrealized gains and losses on investment securities available-for-sale or the change in defined benefit pension and other postretirement plans adjustment included in accumulated other comprehensive loss. Refer to Note 14 for additional information on accumulated other comprehensive loss.
The income tax effects of transactions under the Corporation's share-based compensation plans reduced both shareholders’ equity and deferred tax assets by $9 million , $12 million and $11 million in 2016 , 2015 , and 2014 respectively.
A reconciliation of expected income tax expense at the federal statutory rate to the Corporation’s provision for income taxes and effective tax rate follows:
(dollar amounts in millions)
2016
 
2015
 
2014
Years Ended December 31
Amount
 
Rate
 
Amount
 
Rate
 
Amount
 
Rate
Tax based on federal statutory rate
$
235

 
35.0
 %
 
$
262

 
35.0
 %
 
$
305

 
35.0
 %
State income taxes
8

 
1.2

 
10

 
1.3

 
13

 
1.5

Affordable housing and historic credits
(22
)
 
(3.3
)
 
(22
)
 
(2.9
)
 
(24
)
 
(2.8
)
Bank-owned life insurance
(15
)
 
(2.3
)
 
(15
)
 
(2.0
)
 
(15
)
 
(1.7
)
Other changes in unrecognized tax benefits
—

 
—

 
—

 
—

 
2

 
0.2

Lease termination transactions
(15
)
 
(2.2
)
 
(5
)
 
(0.7
)
 
—

 
—

Tax-related interest and penalties
3

 
0.5

 
1

 
0.1

 
(3
)
 
(0.3
)
Other
(1
)
 
(0.1
)
 
(2
)
 
(0.3
)
 
(1
)
 
(0.1
)
Provision for income taxes
$
193

 
28.8
 %
 
$
229

 
30.5
 %
 
$
277

 
31.8
 %
The liability for tax-related interest and penalties included in “accrued expenses and other liabilities” on the consolidated balance sheets was $7 million and $3 million at December 31, 2016 and 2015 , respectively.
In the ordinary course of business, the Corporation enters into certain transactions that have tax consequences. From time to time, the Internal Revenue Service (IRS) may review and/or challenge specific interpretive tax positions taken by the Corporation with respect to those transactions. The Corporation believes that its tax returns were filed based upon applicable statutes, regulations and case law in effect at the time of the transactions. The IRS, an administrative authority or a court, if presented with the transactions, could disagree with the Corporation’s interpretation of the tax law.
A reconciliation of the beginning and ending amount of net unrecognized tax benefits follows:
(in millions)
2016
 
2015
 
2014
Balance at January 1
$
22

 
$
14

 
$
11

Increases as a result of tax positions taken during a prior period
—

 
8

 
3

Decrease related to settlements with tax authorities
(7
)
 
—

 
—

Balance at December 31
$
15

 
$
22

 
$
14


F-97
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The Corporation anticipates that it is reasonably possible that settlements with tax authorities will result in an $8 million decrease in net unrecognized tax benefits within the next twelve months.
After consideration of the effect of the federal tax benefit available on unrecognized state tax benefits, the total amount of unrecognized tax benefits that, if recognized, would affect the Corporation’s effective tax rate was approximately $4 million at both December 31, 2016 and December 31, 2015 .
The following tax years for significant jurisdictions remain subject to examination as of December 31, 2016 :
Jurisdiction
Tax Years
Federal
2013-2015
California
2004-2015
Based on current knowledge and probability assessment of various potential outcomes, the Corporation believes that current tax reserves are adequate, and the amount of any potential incremental liability arising is not expected to have a material adverse effect on the Corporation’s consolidated financial condition or results of operations. Probabilities and outcomes are reviewed as events unfold, and adjustments to the reserves are made when necessary.
The principal components of deferred tax assets and liabilities were as follows:
(in millions)
 
 
 
December 31
2016
 
2015
Deferred tax assets:
 
 
 
Allowance for loan losses
$
256

 
$
223

Deferred compensation
91

 
113

Deferred loan origination fees and costs
20

 
24

Net unrealized losses on investment securities available-for-sale
20

 
—

Other temporary differences, net
76

 
69

Total deferred tax asset before valuation allowance
463

 
429

Valuation allowance
(3
)
 
(3
)
Total deferred tax assets
460

 
426

Deferred tax liabilities:
 
 
 
Lease financing transactions
(150
)
 
(183
)
Defined benefit plans
(82
)
 
(32
)
Net unrealized gains on investment securities available-for-sale
—

 
(5
)
Allowance for depreciation
(11
)
 
(7
)
Total deferred tax liabilities
(243
)
 
(227
)
Net deferred tax asset
$
217

 
$
199

Deferred tax assets included state net operating loss carryforwards of $4 million at December 31, 2016 and $5 million at December 31, 2015 . The carryforwards expire between 2017 and 2026 . The Corporation believes it is more likely than not that the benefit from certain of these state net operating loss carryforwards will not be realized and, accordingly, maintained a valuation allowance of $3 million at both December 31, 2016 and December 31, 2015 . The determination regarding valuation allowances was based on available evidence of loss carryback capacity, projected future reversals of existing taxable temporary differences and assumptions made regarding future events. For further information on the Corporation’s valuation policy for deferred tax assets, refer to Note 1 .
NOTE 19 - TRANSACTIONS WITH RELATED PARTIES
The Corporation’s banking subsidiaries had, and expect to have in the future, transactions with the Corporation’s directors and executive officers, companies with which these individuals are associated, and certain related individuals. Such transactions were made in the ordinary course of business and included extensions of credit, leases and professional services. With respect to extensions of credit, all were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers and did not, in management’s opinion, involve more than normal risk of collectibility or present other unfavorable features. The aggregate amount of loans attributable to persons who were related parties at December 31, 2016 , totaled $121 million at the beginning of 2016 and $108 million at the end of 2016 . During 2016 , new loans to related parties aggregated $579 million and repayments totaled $592 million .

F-98
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 20 - REGULATORY CAPITAL AND RESERVE REQUIREMENTS
Reserves required to be maintained and/or deposited with the FRB are classified in interest-bearing deposits with banks. These reserve balances vary, depending on the level of customer deposits in the Corporation’s banking subsidiaries. The average required reserve balances were $518 million and $473 million for the years ended December 31, 2016 and 2015 , respectively.
Banking regulations limit the transfer of assets in the form of dividends, loans or advances from the bank subsidiaries to the parent company. Under the most restrictive of these regulations, the aggregate amount of dividends which can be paid to the parent company, with prior approval from bank regulatory agencies, approximated $142 million at January 1, 2017 , plus 2017 net profits. Substantially all the assets of the Corporation’s banking subsidiaries are restricted from transfer to the parent company of the Corporation in the form of loans or advances.
The Corporation’s subsidiary banks declared dividends of $545 million , $437 million and $380 million in 2016 , 2015 and 2014 , respectively.
The Corporation and its U.S. banking subsidiaries are subject to various regulatory capital requirements administered by federal and state banking agencies. The U.S. adoption of the Basel III regulatory capital framework (Basel III) became effective for the Corporation on January 1, 2015. Basel III sets forth two comprehensive methodologies for calculating risk-weighted assets (RWA), a standardized approach and an advanced approach. The Corporation and its U.S. banking subsidiaries are subject to the standardized approach under the rules. Under the standardized approach, RWA is generally based on supervisory risk-weightings which vary by counterparty type and asset class. Under the Basel III standardized approach, capital is required for credit risk RWA, to cover the risk of unexpected losses due to failure of a customer or counterparty to meet its financial obligations in accordance with contractual terms; and if trading assets and liabilities exceed certain thresholds, capital is also required for market risk RWA, to cover the risk of losses due to adverse market movements or from position-specific factors.
Under Basel III, there are three categories of risk-based capital: CET1 capital, Tier 1 capital and Tier 2 capital. CET1 capital predominantly includes common shareholders' equity, less certain deductions for goodwill, intangible assets and deferred tax assets that arise from net operating losses and tax credit carry-forwards. Additionally, the Corporation has elected to permanently exclude capital in accumulated other comprehensive income related to debt and equity securities classified as available-for-sale as well as for defined benefit postretirement plans from CET1, an option available to standardized approach entities under Basel III. Tier 1 capital incrementally includes noncumulative perpetual preferred stock. Tier 2 capital includes Tier 1 capital as well as subordinated debt qualifying as Tier 2 and qualifying allowance for credit losses. Total capital is Tier 1 capital plus Tier 2 capital. In addition to the minimum risk-based capital requirements, the Corporation is required to maintain a minimum capital conservation buffer, in the form of common equity, in order to avoid restrictions on capital distributions and discretionary bonuses. The required amount of the capital conservation buffer is being phased in beginning at 0.625% on January 1, 2016 and ultimately increasing to 2.5% on January 1, 2019.
Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios of CET1, Tier 1 and total capital (as defined in the regulations) to average and/or risk-weighted assets. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s financial statements. At December 31, 2016 and 2015 , the Corporation and its U.S. banking subsidiaries exceeded the ratios required for an institution to be considered “well capitalized” For U.S. banking subsidiaries, those requirements were total risk-based capital, Tier 1 risk-based capital, CET1 risk-based capital and leverage ratios greater than 10 percent , 8 percent , 6.5 percent and 5 percent , respectively, at December 31, 2016 and 2015 . For the Corporation, requirements to be considered "well capitalized" were total risk-based capital and Tier 1 risk-based capital ratios greater than 10 percent and 6 percent , respectively, at December 31, 2016 and 2015 . There have been no conditions or events since December 31, 2016 that management believes have changed the capital adequacy classification of the Corporation or its U.S. banking subsidiaries.

F-99
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

The following is a summary of the capital position of the Corporation and Comerica Bank, its principal banking subsidiary.
(dollar amounts in millions)
Comerica
Incorporated
(Consolidated)
 
Comerica
Bank
December 31, 2016
 
 
 
CET1 capital (minimum $3.1 billion (Consolidated))
$
7,540

 
$
7,120

Tier 1 capital (minimum-$4.1 billion (Consolidated))
7,540

 
7,120

Total capital (minimum-$5.4 billion (Consolidated))
9,018

 
8,397

Risk-weighted assets
67,966

 
67,739

Average assets (fourth quarter)
74,086

 
73,804

CET1 capital to risk-weighted assets (minimum-4.5%)
11.09
%
 
10.51
%
Tier 1 capital to risk-weighted assets (minimum-6.0%)
11.09

 
10.51

Total capital to risk-weighted assets (minimum-8.0%)
13.27

 
12.40

Tier 1 capital to average assets (minimum-4.0%)
10.18

 
9.65

Capital conservation buffer
5.09

 
4.40

December 31, 2015
 
 
 
CET1 capital (minimum $3.1 billion (Consolidated))
$
7,350

 
$
7,081

Tier 1 capital (minimum-$4.2 billion (Consolidated))
7,350

 
7,081

Total capital (minimum-$5.6 billion (Consolidated))
8,852

 
8,366

Risk-weighted assets
69,731

 
69,438

Average assets (fourth quarter)
71,943

 
71,629

CET1 capital to risk-weighted assets (minimum-4.5%)
10.54
%
 
10.20
%
Tier 1 capital to risk-weighted assets (minimum-6.0%)
10.54
%
 
10.20
%
Total capital to risk-weighted assets (minimum-8.0%)
12.69

 
12.05

Tier 1 capital to average assets (minimum-4.0%)
10.22

 
9.89

NOTE 21 - CONTINGENT LIABILITIES
Legal Proceedings
Comerica Bank, a wholly owned subsidiary of the Corporation, was named in November 2011 as a third-party defendant in Butte Local Development v. Masters Group v. Comerica Bank (“the case”), for lender liability. The case was tried in January 2014, in the Montana Second District Judicial Court for Silver Bow County in Butte, Montana. On January 17, 2014 , a jury awarded Masters $52 million against the Bank. On July 1, 2015, after an appeal filed by the Corporation, the Montana Supreme Court reversed the judgment against the Corporation and remanded the case for a new trial with instructions that Michigan contract law should apply and dismissing all other claims. The case was retried in the same district court, without a jury, in January 2017. A ruling is not expected for several months. Management believes that current reserves related to this case are adequate in the event of a negative outcome.
The Corporation and certain of its subsidiaries are subject to various other pending or threatened legal proceedings arising out of the normal course of business or operations. The Corporation believes it has meritorious defenses to the claims asserted against it in its other currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management’s judgment as to what is in the best interests of the Corporation and its shareholders. Settlement may result from the Corporation's determination that it may be more prudent financially to settle, rather than litigate, and should not be regarded as an admission of liability. On at least a quarterly basis, the Corporation assesses its potential liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. On a case-by-case basis, reserves are established for those legal claims for which it is probable that a loss will be incurred either as a result of a settlement or judgment, and the amount of such loss can be reasonably estimated. The actual costs of resolving these claims may be substantially higher or lower than the amounts reserved. Based on current knowledge, and after consultation with legal counsel, management believes that current reserves are adequate, and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on the Corporation’s consolidated financial condition, consolidated results of operations or consolidated cash flows. Legal fees of $19 million , $21 million and $24 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, were included in "other noninterest expenses" on the consolidated statements of income.
For matters where a loss is not probable, the Corporation has not established legal reserves. The Corporation believes the estimate of the aggregate range of reasonably possible losses, in excess of reserves established, for all legal proceedings in which it is involved is from zero to approximately $31 million at December 31, 2016 . This estimated aggregate range of reasonably

F-100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

possible losses is based upon currently available information for those proceedings in which the Corporation is involved, taking into account the Corporation’s best estimate of such losses for those cases for which such estimate can be made. For certain cases, the Corporation does not believe that an estimate can currently be made. The Corporation’s estimate involves significant judgment, given the varying stages of the proceedings (including the fact that many are currently in preliminary stages), the existence in certain proceedings of multiple defendants (including the Corporation) whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the proceedings (including issues regarding class certification and the scope of many of the claims) and the attendant uncertainty of the various potential outcomes of such proceedings. Accordingly, the Corporation’s estimate will change from time to time, and actual losses may be more or less than the current estimate.

In the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the Corporation's consolidated financial condition, consolidated results of operations or consolidated cash flows.
For information regarding income tax contingencies, refer to Note 18 .
NOTE 22 - RESTRUCTURING CHARGES
The Corporation approved and launched an initiative in the second quarter 2016 designed to reduce overhead and increase revenue (the GEAR Up initiative). The actions in the initiative include, but are not limited to, a reduction in workforce, a new retirement program, streamlining operational processes, real estate optimization including consolidating 38 banking centers as well as reducing office and operations space, selective outsourcing of technology functions and reduction of technology system applications. See Note 17 for further information concerning the Corporation's retirement benefit plans.
Certain actions associated with the GEAR Up initiative result in restructuring charges. Generally, costs associated with or incurred to generate revenue as part of the initiative are recorded according to the nature of the cost and are not included in restructuring charges. The Corporation considers the following costs associated with the initiative to be restructuring charges:
•
Employee costs: Primarily severance costs in accordance with the Corporation’s severance plan.
•
Facilities costs: Costs pertaining to consolidating banking centers and other facilities, such as lease termination costs and decommissioning costs. Also includes accelerated depreciation and impairment of owned property to be sold.
•
Technology costs: Impairment and other costs associated with optimizing technology infrastructure and reducing the number of applications.
•
Other costs: Includes primarily professional fees, as well as other contract termination fees and legal fees incurred in the execution of the initiative.
Restructuring charges are recorded as a component of noninterest expenses on the consolidated statements of income. The following table presents changes in restructuring reserves, cumulative charges incurred to date and total expected restructuring charges:
(in millions)
Employee Costs
 
Facilities Costs
 
Technology Costs
 
Other Costs
 
Total
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2016
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Restructuring charges
52

 
15

 
—

 
26

 
93

Payments
(44
)
 
(6
)
 
—

 
(22
)
 
(72
)
Adjustments for non-cash charges (a)
2

 
(5
)
 
—

 
—

 
(3
)
Balance at end of period
$
10

 
$
4

 
$
—

 
$
4

 
$
18

 
 
 
 
 
 
 
 
 
 
Total restructuring charges incurred to date
$
52

 
$
15

 
$
—

 
$
26

 
$
93

Total expected restructuring charges (b)
55

 
35

 
$15 - $35

 
35

 
$140 - $160

(a)
Adjustments for non-cash charges include the benefit from forfeitures of nonvested stock compensation in Employee Costs and accelerated depreciation expense in Facilities Costs.
(b)
Restructuring activities are expected to be substantially completed by 12/31/2018 .
Restructuring charges directly attributable to a business segment are assigned to that business segment. Restructuring charges incurred by areas whose services support the overall Corporation are allocated based on the methodology described in Note 23 to the consolidated financial statements. Total restructuring charges assigned to the Business Bank, Retail Bank and Wealth Management were $43 million , $38 million and $12 million , respectively, for the year ended December 31, 2016 . Remaining expected restructuring charges will be assigned to the business segments using the same methodology. Facilities costs pertaining to the consolidation of banking centers are expected to impact primarily the Retail Bank.

F-101
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries


NOTE 23 - BUSINESS SEGMENT INFORMATION
The Corporation has strategically aligned its operations into three major business segments: the Business Bank, the Retail Bank and Wealth Management. These business segments are differentiated based on the type of customer and the related products and services provided. In addition to the three major business segments, the Finance Division is also reported as a segment. Business segment results are produced by the Corporation’s internal management accounting system. This system measures financial results based on the internal business unit structure of the Corporation. The performance of the business segments is not comparable with the Corporation's consolidated results and is not necessarily comparable with similar information for any other financial institution. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. The management accounting system assigns balance sheet and income statement items to each business segment using certain methodologies, which are regularly reviewed and refined. From time to time, the Corporation may make reclassifications among the segments to more appropriately reflect management's current view of the segments, and methodologies may be modified as the management accounting system is enhanced and changes occur in the organizational structure and/or product lines. For comparability purposes, amounts in all periods are based on business unit structure and methodologies in effect at December 31, 2016 .
Net interest income for each business segment is the total of interest income generated by earning assets less interest expense on interest-bearing liabilities plus the net impact from associated internal funds transfer pricing (FTP) funding credits and charges. The FTP methodology provides the business segments credits for deposits and other funds provided and charges the business segments for loans and other assets utilizing funds. This credit or charge is based on matching stated or implied maturities for these assets and liabilities. The FTP credit provided for deposits reflects the long-term value of deposits generated based on their implied maturity. The FTP charge for funding assets reflects a matched cost of funds based on the pricing and term characteristics of the assets. For acquired loans and deposits, matched maturity funding is determined based on origination date. Accordingly, the FTP process reflects the transfer of interest rate risk exposures to the Treasury group within the Finance segment, where such exposures are centrally managed. Effective January 1, 2016, in conjunction with the effective date for regulatory Liquidity Coverage Ratio (LCR) requirements, the Corporation prospectively implemented an additional FTP charge, primarily for the cost of maintaining liquid assets to support potential draws on unfunded loan commitments and for the long-term economic cost of holding collateral for secured deposits. The allowance for loan losses is allocated to the business segments based on the methodology used to estimate the consolidated allowance for loan losses described in Note 1. The related provision for loan losses is assigned based on the amount necessary to maintain an allowance for loan losses appropriate for each business segment. Noninterest income and expenses directly attributable to a line of business are assigned to that business segment. Direct expenses incurred by areas whose services support the overall Corporation are allocated to the business segments as follows: product processing expenditures are allocated based on standard unit costs applied to actual volume measurements; administrative expenses are allocated based on estimated time expended; and corporate overhead is assigned 50 percent based on the ratio of the business segment’s noninterest expenses to total noninterest expenses incurred by all business segments and 50 percent based on the ratio of the business segment’s attributed equity to total attributed equity of all business segments. Equity is attributed based on credit, operational and interest rate risks. Most of the equity attributed relates to credit risk, which is determined based on the credit score and expected remaining life of each loan, letter of credit and unused commitment recorded in the business segments. Operational risk is allocated based on loans and letters of credit, deposit balances, non-earning assets, trust assets under management, certain noninterest income items, and the nature and extent of expenses incurred by business units. Virtually all interest rate risk is assigned to Finance, as are the Corporation’s hedging activities.
Effective January 1, 2015, changes to the terms of card program contract resulted in a change to the presentation of the related revenue and expenses. In 2015, under the current contract, total revenue before related expenses was recorded in noninterest income, and related expenses were recorded in noninterest expense; whereas in 2014, under the terms of the prior contract, revenue was recorded in noninterest income net of the related expenses. The effect of this change was an increase of $177 million to both noninterest income and noninterest expenses in the Business Bank and Other Markets in 2016 .
The following discussion provides information about the activities of each business segment. A discussion of the financial results and the factors impacting 2016 performance can be found in the section entitled "Business Segments" in the financial review.
The Business Bank meets the needs of middle market businesses, multinational corporations and governmental entities by offering various products and services, including commercial loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services and loan syndication services.
The Retail Bank includes small business banking and personal financial services, consisting of consumer lending, consumer deposit gathering and mortgage loan origination. In addition to a full range of financial services provided to small

F-102
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

business customers, this business segment offers a variety of consumer products, including deposit accounts, installment loans, credit cards, student loans, home equity lines of credit and residential mortgage loans.
Wealth Management offers products and services consisting of fiduciary services, private banking, retirement services, investment management and advisory services, investment banking and brokerage services. This business segment also offers the sale of annuity products, as well as life, disability and long-term care insurance products.
The Finance segment includes the Corporation’s securities portfolio and asset and liability management activities. This segment is responsible for managing the Corporation’s funding, liquidity and capital needs, performing interest sensitivity analysis and executing various strategies to manage the Corporation’s exposure to liquidity, interest rate risk and foreign exchange risk.
The Other category includes the income and expense impact of equity and cash, tax benefits not assigned to specific business segments, charges of an unusual or infrequent nature that are not reflective of the normal operations of the business segments and miscellaneous other expenses of a corporate nature.
Business segment financial results are as follows:
(dollar amounts in millions)
Business
Bank
 
Retail
Bank
 
Wealth Management
 
Finance
 
Other
 
Total
Year Ended December 31, 2016
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
$
1,418

 
$
622

 
$
169

 
$
(435
)
 
$
23

 
$
1,797

Provision for credit losses
217

 
35

 
(4
)
 
—

 
—

 
248

Noninterest income
572

 
189

 
243

 
43

 
4

 
1,051

Noninterest expenses
839

 
767

 
301

 
(4
)
 
27

 
1,930

Provision (benefit) for income taxes
296

 
2

 
39

 
(144
)
 
—

 
193

Net income (loss)
$
638

 
$
7

 
$
76

 
$
(244
)
 
$
—

 
$
477

Net credit-related charge-offs
$
145

 
$
12

 
$
—

 
$
—

 
$
—

 
$
157

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
39,497

 
$
6,551

 
$
5,232

 
$
13,993

 
$
6,470

 
$
71,743

Loans
38,067

 
5,881

 
5,048

 
—

 
—

 
48,996

Deposits
29,704

 
23,558

 
4,126

 
88

 
265

 
57,741

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (a)
1.62
%
 
0.03
%
 
1.45
%
 
N/M

 
N/M

 
0.67
%
Efficiency ratio (b)
42.09

 
93.90

 
72.98

 
N/M

 
N/M

 
67.53

(dollar amounts in millions)
Business
Bank
 
Retail
Bank
 
Wealth Management
 
Finance
 
Other
 
Total
Year Ended December 31, 2015
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
$
1,498

 
$
626

 
$
179

 
$
(629
)
 
$
15

 
$
1,689

Provision for credit losses
158

 
8

 
(20
)
 
—

 
1

 
147

Noninterest income
571

 
185

 
235

 
44

 
—

 
1,035

Noninterest expenses
778

 
734

 
305

 
(4
)
 
14

 
1,827

Provision (benefit) for income taxes
371

 
22

 
44

 
(208
)
 
—

 
229

Net income (loss)
$
762

 
$
47

 
$
85

 
$
(373
)
 
$
—

 
$
521

Net credit-related charge-offs (recoveries)
$
89

 
$
29

 
$
(17
)
 
$
—

 
$
—

 
$
101

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
39,501

 
$
6,474

 
$
5,153

 
$
11,764

 
$
7,355

 
$
70,247

Loans
37,883

 
5,792

 
4,953

 
—

 
—

 
48,628

Deposits
30,894

 
22,876

 
4,151

 
138

 
267

 
58,326

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (a)
1.93
%
 
0.20
%
 
1.65
%
 
N/M

 
N/M

 
0.74
%
Efficiency ratio (b)
37.58

 
90.37

 
73.26

 
N/M

 
N/M

 
66.93

(Table continues on following page)

F-103
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

(dollar amounts in millions)
Business
Bank
 
Retail
Bank
 
Wealth Management
 
Finance
 
Other
 
Total
Year Ended December 31, 2014
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
$
1,497

 
$
606

 
$
181

 
$
(662
)
 
$
33

 
$
1,655

Provision for credit losses
56

 
(7
)
 
(21
)
 
—

 
(1
)
 
27

Noninterest income
392

 
169

 
241

 
45

 
10

 
857

Noninterest expenses
582

 
715

 
310

 
(32
)
 
40

 
1,615

Provision (benefit) for income taxes
429

 
23

 
49

 
(226
)
 
2

 
277

Net income (loss)
$
822

 
$
44

 
$
84

 
$
(359
)
 
$
2

 
$
593

Net credit-related charge-offs (recoveries)
$
16

 
$
10

 
$
(1
)
 
$
—

 
$
—

 
$
25

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
37,428

 
$
6,255

 
$
4,988

 
$
11,268

 
$
6,397

 
$
66,336

Loans
36,198

 
5,585

 
4,805

 
—

 
—

 
46,588

Deposits
28,543

 
21,967

 
3,805

 
215

 
254

 
54,784

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (a)
2.20
%
 
0.19
%
 
1.69
%
 
N/M

 
N/M

 
0.89
%
Efficiency ratio (b)
30.74

 
92.10

 
73.76

 
N/M

 
N/M

 
64.16

(a)
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
(b)    Noninterest expenses as a percentage of the sum of net interest income (fully taxable equivalent basis) and noninterest income excluding net securities gains.
N/M – not meaningful
The Corporation operates in three primary markets - Texas, California, and Michigan, as well as in Arizona and Florida, with select businesses operating in several other states, and in Canada and Mexico. The Corporation produces market segment results for the Corporation’s three primary geographic markets as well as Other Markets. Other Markets includes Florida, Arizona, the International Finance division and businesses with a national perspective. The Finance & Other category includes the Finance segment and the Other category as previously described. Market segment results are provided as supplemental information to the business segment results and may not meet all operating segment criteria as set forth in GAAP. For comparability purposes, amounts in all periods are based on market segments and methodologies in effect at December 31, 2016 .
A discussion of the financial results and the factors impacting performance can be found in the section entitled "Market Segments" in the financial review.
Market segment financial results are as follows:
(dollar amounts in millions)
Michigan
 
California
 
Texas
 
Other
Markets
 
Finance
& Other
 
Total
Year Ended December 31, 2016
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
$
672

 
$
715

 
$
471

 
$
351

 
$
(412
)
 
$
1,797

Provision for credit losses
9

 
21

 
225

 
(7
)
 
—

 
248

Noninterest income
320

 
162

 
129

 
393

 
47

 
1,051

Noninterest expenses
620

 
434

 
408

 
445

 
23

 
1,930

Provision (benefit) for income taxes
116

 
152

 
(12
)
 
81

 
(144
)
 
193

Net income (loss)
$
247

 
$
270

 
$
(21
)
 
$
225

 
$
(244
)
 
$
477

Net credit-related charge-offs
$
9

 
$
26

 
$
118

 
$
4

 
$
—

 
$
157

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
13,262

 
$
17,855

 
$
11,101

 
$
9,062

 
$
20,463

 
$
71,743

Loans
12,614

 
17,574

 
10,637

 
8,171

 
—

 
48,996

Deposits
21,807

 
17,408

 
10,168

 
8,005

 
353

 
57,741

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (a)
1.09
%
 
1.46
%
 
(0.17
)%
 
2.48
%
 
N/M

 
0.67
%
Efficiency ratio (b)
62.01

 
49.49

 
67.80

 
59.79

 
N/M

 
67.53

(Table continues on following page)

F-104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

(dollar amounts in millions)
Michigan
 
California
 
Texas
 
Other
Markets
 
Finance
& Other
 
Total
Year Ended December 31, 2015
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
$
715

 
$
732

 
$
519

 
$
337

 
$
(614
)
 
$
1,689

Provision for credit losses
(27
)
 
17

 
131

 
25

 
1

 
147

Noninterest income
329

 
150

 
131

 
381

 
44

 
1,035

Noninterest expenses
594

 
405

 
387

 
431

 
10

 
1,827

Provision (benefit) for income taxes
153

 
165

 
54

 
65

 
(208
)
 
229

Net income (loss)
$
324

 
$
295

 
$
78

 
$
197

 
$
(373
)
 
$
521

Net credit-related charge-offs
$
8

 
$
18

 
$
46

 
$
29

 
$
—

 
$
101

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
13,761

 
$
16,881

 
$
11,778

 
$
8,708

 
$
19,119

 
$
70,247

Loans
13,180

 
16,613

 
11,168

 
7,667

 
—

 
48,628

Deposits
21,873

 
17,763

 
10,882

 
7,403

 
405

 
58,326

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (a)
1.42
%
 
1.56
%
 
0.62
%
 
2.27
%
 
N/M

 
0.74
%
Efficiency ratio (b)
56.69

 
45.90

 
59.55

 
59.79

 
N/M

 
66.93

(dollar amounts in millions)
Michigan
 
California
 
Texas
 
Other
Markets
 
Finance
& Other
 
Total
Year Ended December 31, 2014
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
$
712

 
$
720

 
$
542

 
$
310

 
$
(629
)
 
$
1,655

Provision for credit losses
(32
)
 
28

 
50

 
(18
)
 
(1
)
 
27

Noninterest income
342

 
143

 
139

 
178

 
55

 
857

Noninterest expenses
639

 
395

 
368

 
205

 
8

 
1,615

Provision (benefit) for income taxes
160

 
168

 
96

 
77

 
(224
)
 
277

Net income (loss)
$
287

 
$
272

 
$
167

 
$
224

 
$
(357
)
 
$
593

Net credit-related charge-offs (recoveries)
$
8

 
$
22

 
$
9

 
$
(14
)
 
$
—

 
$
25

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
13,749

 
$
15,667

 
$
11,645

 
$
7,610

 
$
17,665

 
$
66,336

Loans
13,336

 
15,390

 
10,954

 
6,908

 
—

 
46,588

Deposits
21,023

 
16,142

 
10,764

 
6,386

 
469

 
54,784

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (a)
1.31
%
 
1.59
%
 
1.39
%
 
2.94
%
 
N/M

 
0.89
%
Efficiency ratio (b)
60.41

 
45.64

 
53.93

 
42.26

 
N/M

 
64.16

(a)
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
(b)    Noninterest expenses as a percentage of the sum of net interest income (fully taxable equivalent basis) and noninterest income excluding net securities gains.
N/M – not meaningful

F-105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 24 - PARENT COMPANY FINANCIAL STATEMENTS
BALANCE SHEETS - COMERICA INCORPORATED
(in millions, except share data)
 
 
 
December 31
2016
 
2015
Assets
 
 
 
Cash and due from subsidiary bank
$
761

 
$
4

Short-term investments with subsidiary bank
—

 
569

Other short-term investments
87

 
89

Investment in subsidiaries, principally banks
7,561

 
7,523

Premises and equipment
2

 
3

Other assets
150

 
137

Total assets
$
8,561

 
$
8,325

Liabilities and Shareholders’ Equity
 
 
 
Medium- and long-term debt
$
604

 
$
608

Other liabilities
161

 
157

Total liabilities
765

 
765

Common stock - $5 par value:
 
 
 
Authorized - 325,000,000 shares
 
 
 
Issued - 228,164,824 shares
1,141

 
1,141

Capital surplus
2,135

 
2,173

Accumulated other comprehensive loss
(383
)
 
(429
)
Retained earnings
7,331

 
7,084

Less cost of common stock in treasury - 52,851,156 shares at 12/31/16 and 52,457,113 shares at 12/31/15
(2,428
)
 
(2,409
)
Total shareholders’ equity
7,796

 
7,560

Total liabilities and shareholders’ equity
$
8,561

 
$
8,325

STATEMENTS OF INCOME - COMERICA INCORPORATED
(in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Income
 
 
 
 
 
Income from subsidiaries:
 
 
 
 
 
Dividends from subsidiaries
$
549

 
$
441

 
$
384

Other interest income
1

 
1

 
1

Intercompany management fees
138

 
123

 
118

Other noninterest income
3

 
1

 
7

Total income
691

 
566

 
510

Expenses
 
 
 
 
 
Interest on medium- and long-term debt
10

 
14

 
14

Salaries and benefits expense
114

 
112

 
114

Net occupancy expense
5

 
5

 
5

Equipment expense
1

 
1

 
1

Restructuring charges
33

 
—

 
—

Other noninterest expenses
72

 
70

 
70

Total expenses
235

 
202

 
204

Income before benefit for income taxes and equity in undistributed earnings of subsidiaries
456

 
364

 
306

Benefit for income taxes
(28
)
 
(27
)
 
(27
)
Income before equity in undistributed earnings of subsidiaries
484

 
391

 
333

Equity in undistributed earnings of subsidiaries, principally banks
(7
)
 
130

 
260

Net income
477

 
521

 
593

Less income allocated to participating securities
4

 
6

 
7

Net income attributable to common shares
$
473

 
$
515

 
$
586

 

F-106
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

STATEMENTS OF CASH FLOWS - COMERICA INCORPORATED
(in millions)
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
Operating Activities
 
 
 
 
 
Net income
$
477

 
$
521

 
$
593

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Undistributed earnings of subsidiaries, principally banks
7

 
(130
)
 
(260
)
Depreciation and amortization
1

 
1

 
1

Net periodic defined benefit cost
1

 
5

 
4

Share-based compensation expense
14

 
14

 
16

Benefit for deferred income taxes
(3
)
 
—

 
—

Excess tax benefits from share-based compensation arrangements
(9
)
 
(3
)
 
(7
)
Other, net
6

 
5

 
16

Net cash provided by operating activities
494

 
413

 
363

Investing Activities
 
 
 
 
 
Net change in premises and equipment
—

 
(1
)
 
2

Net cash (used in) provided by investing activities
—

 
(1
)
 
2

Financing Activities
 
 
 
 
 
Medium- and long-term debt:
 
 
 
 
 
Maturities and redemptions
—

 
(600
)
 
—

Issuances
—

 
—

 
596

Common Stock:
 
 
 
 
 
Repurchases
(310
)
 
(240
)
 
(260
)
Cash dividends paid
(152
)
 
(147
)
 
(137
)
Issuances of common stock under employee stock plans
152

 
22

 
49

Purchase and retirement of warrants
—

 
(10
)
 
—

Excess tax benefits from share-based compensation arrangements
9

 
3

 
7

Other, net
(5
)
 
—

 
—

Net cash (used in) provided by financing activities
(306
)
 
(972
)
 
255

Net increase (decrease) in cash and cash equivalents
188

 
(560
)
 
620

Cash and cash equivalents at beginning of period
573

 
1,133

 
513

Cash and cash equivalents at end of period
$
761

 
$
573

 
$
1,133

Interest paid
$
9

 
$
16

 
$
12

Income taxes recovered
$
(139
)
 
$
(62
)
 
$
(33
)

F-107
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Comerica Incorporated and Subsidiaries

NOTE 25 - SUMMARY OF QUARTERLY FINANCIAL STATEMENTS (UNAUDITED)
The following quarterly information is unaudited. However, in the opinion of management, the information reflects all adjustments, which are necessary for the fair presentation of the results of operations, for the periods presented.
 
2016
(in millions, except per share data)
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
Interest income
$
484

 
$
480

 
$
473

 
$
472

Interest expense
29

 
30

 
28

 
25

Net interest income
455

 
450

 
445

 
447

Provision for credit losses
35

 
16

 
49

 
148

Net securities losses
(2
)
 
—

 
(1
)
 
(2
)
Noninterest income excluding net securities losses
269

 
272

 
269

 
246

Noninterest expenses
461

 
493

 
518

 
458

Provision for income taxes
62

 
64

 
42

 
25

Net income
164

 
149

 
104

 
60

Less income allocated to participating securities
1

 
1

 
1

 
1

Net income attributable to common shares
$
163

 
$
148

 
$
103

 
$
59

Earnings per common share:
 
 
 
 
 
 
 
Basic
$
0.95

 
$
0.87

 
$
0.60

 
$
0.34

Diluted
0.92

 
0.84

 
0.58

 
0.34

Comprehensive income
73

 
152

 
137

 
161

 
2015
(in millions, except per share data)
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
Interest income
$
457

 
$
448

 
$
444

 
$
435

Interest expense
24

 
26

 
23

 
22

Net interest income
433

 
422

 
421

 
413

Provision for credit losses
60

 
26

 
47

 
14

Net securities losses
—

 
—

 
—

 
(2
)
Noninterest income excluding net securities losses
266

 
260

 
258

 
253

Noninterest expenses
482

 
457

 
433

 
455

Provision for income taxes
41

 
63

 
64

 
61

Net income
116

 
136

 
135

 
134

Less income allocated to participating securities
1

 
2

 
1

 
2

Net income attributable to common shares
$
115

 
$
134

 
$
134

 
$
132

Earnings per common share:
 
 
 
 
 
 
 
Basic
$
0.65

 
$
0.76

 
$
0.76

 
$
0.75

Diluted
0.64

 
0.74

 
0.73

 
0.73

Comprehensive income
32

 
187

 
109

 
176


F-108

REPORT OF MANAGEMENT
The management of Comerica Incorporated (the Corporation) is responsible for the accompanying consolidated financial statements and all other financial information in this Annual Report. The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and include amounts which of necessity are based on management’s best estimates and judgments and give due consideration to materiality. The other financial information herein is consistent with that in the consolidated financial statements.
In meeting its responsibility for the reliability of the consolidated financial statements, management develops and maintains effective internal controls, including those over financial reporting, as defined in the Securities and Exchange Act of 1934, as amended. The Corporation’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles, and that receipts and expenditures of the Corporation are made only in accordance with authorizations of management and directors of the Corporation; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on the consolidated financial statements.
Management assessed, with participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, internal control over financial reporting as it relates to the Corporation’s consolidated financial statements presented in conformity with U.S. generally accepted accounting principles as of December 31, 2016 . The assessment was based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on this assessment, management determined that internal control over financial reporting is effective as it relates to the Corporation’s consolidated financial statements presented in conformity with U.S. generally accepted accounting principles as of December 31, 2016 .
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Corporation's internal control over financial reporting as of December 31, 2016 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their accompanying report.
The Corporation’s Board of Directors oversees management’s internal control over financial reporting and financial reporting responsibilities through its Audit Committee as well as various other committees. The Audit Committee, which consists of directors who are not officers or employees of the Corporation, meets regularly with management, internal audit and the independent public accountants to assure that the Audit Committee, management, internal auditors and the independent public accountants are carrying out their responsibilities, and to review auditing, internal control and financial reporting matters.
Ralph W. Babb Jr.
 
David E. Duprey
 
Muneera S. Carr
Chairman and
 
Executive Vice President and
 
Executive Vice President and
Chief Executive Officer
 
Chief Financial Officer
 
Chief Accounting Officer


F-109

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Comerica Incorporated
We have audited Comerica Incorporated and subsidiaries' internal control over financial reporting as of December 31, 2016 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Comerica Incorporated and subsidiaries' management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Comerica Incorporated and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016 , based on the COSO criteria .
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Comerica Incorporated and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2016 of Comerica Incorporated and subsidiaries and our report dated February 14, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Dallas, TX
February 14, 2017

F-110

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Comerica Incorporated
We have audited the accompanying consolidated balance sheets of Comerica Incorporated and subsidiaries as of December 31, 2016 and 2015 , and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2016 . These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Comerica Incorporated and subsidiaries at December 31, 2016 and 2015 , and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 , in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Comerica Incorporated and subsidiaries’ internal control over financial reporting as of December 31, 2016 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 14, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Dallas, TX
February 14, 2017


F-111

HISTORICAL REVIEW - AVERAGE BALANCE SHEETS
Comerica Incorporated and Subsidiaries
CONSOLIDATED FINANCIAL INFORMATION
(in millions)
 
 
 
 
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
 
2013
 
2012
ASSETS
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
1,146

 
$
1,059

 
$
934

 
$
987

 
$
983

 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with banks
5,099

 
6,158

 
5,513

 
4,930

 
4,128

Other short-term investments
102

 
106

 
109

 
112

 
134

 
 
 
 
 
 
 
 
 
 
Investment securities
12,348

 
10,237

 
9,350

 
9,637

 
9,915

 
 
 
 
 
 
 
 
 
 
Commercial loans
31,062

 
31,501

 
29,715

 
27,971

 
26,224

Real estate construction loans
2,508

 
1,884

 
1,909

 
1,486

 
1,390

Commercial mortgage loans
8,981

 
8,697

 
8,706

 
9,060

 
9,842

Lease financing
684

 
783

 
834

 
847

 
864

International loans
1,367

 
1,441

 
1,376

 
1,275

 
1,272

Residential mortgage loans
1,894

 
1,878

 
1,778

 
1,620

 
1,505

Consumer loans
2,500

 
2,444

 
2,270

 
2,153

 
2,209

Total loans
48,996

 
48,628

 
46,588

 
44,412

 
43,306

Less allowance for loan losses
(730
)
 
(621
)
 
(601
)
 
(622
)
 
(693
)
Net loans
48,266

 
48,007

 
45,987

 
43,790

 
42,613

Accrued income and other assets
4,782

 
4,680

 
4,443

 
4,477

 
4,796

Total assets
$
71,743

 
$
70,247

 
$
66,336

 
$
63,933

 
$
62,569

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Noninterest-bearing deposits
$
29,751

 
$
28,087

 
$
25,019

 
$
22,379

 
$
21,004

 
 
 
 
 
 
 
 
 
 
Money market and interest-bearing checking deposits
22,744

 
24,073

 
22,891

 
21,704

 
20,622

Savings deposits
2,013

 
1,841

 
1,744

 
1,657

 
1,593

Customer certificates of deposit
3,200

 
4,209

 
4,869

 
5,471

 
5,902

Other time deposits
—

 
—

 
—

 
—

 
—

Foreign office time deposits
33

 
116

 
261

 
500

 
412

Total interest-bearing deposits
27,990

 
30,239

 
29,765

 
29,332

 
28,529

Total deposits
57,741

 
58,326

 
54,784

 
51,711

 
49,533

Short-term borrowings
138

 
93

 
200

 
211

 
76

Accrued expenses and other liabilities
1,273

 
1,389

 
1,016

 
1,074

 
1,133

Medium- and long-term debt
4,917

 
2,905

 
2,963

 
3,972

 
4,818

Total liabilities
64,069

 
62,713

 
58,963

 
56,968

 
55,560

Total shareholders’ equity
7,674

 
7,534

 
7,373

 
6,965

 
7,009

Total liabilities and shareholders’ equity
$
71,743

 
$
70,247

 
$
66,336

 
$
63,933

 
$
62,569



F-112

HISTORICAL REVIEW - STATEMENTS OF INCOME
Comerica Incorporated and Subsidiaries
CONSOLIDATED FINANCIAL INFORMATION
(in millions, except per share data)
 
 
 
 
 
 
 
 
 
Years Ended December 31
2016
 
2015
 
2014
 
2013
 
2012
INTEREST INCOME
 
 
 
 
 
 
 
 
 
Interest and fees on loans
$
1,635

 
$
1,551

 
$
1,525

 
$
1,556

 
$
1,617

Interest on investment securities
247

 
216

 
211

 
214

 
234

Interest on short-term investments
27

 
17

 
14

 
14

 
12

Total interest income
1,909

 
1,784

 
1,750

 
1,784

 
1,863

INTEREST EXPENSE
 
 
 
 
 
 
 
 
 
Interest on deposits
40

 
43

 
45

 
55

 
70

Interest on medium- and long-term debt
72

 
52

 
50

 
57

 
65

Total interest expense
112

 
95

 
95

 
112

 
135

Net interest income
1,797

 
1,689

 
1,655

 
1,672

 
1,728

Provision for credit losses
248

 
147

 
27

 
46

 
79

Net interest income after provision for loan losses
1,549

 
1,542

 
1,628

 
1,626

 
1,649

NONINTEREST INCOME
 
 
 
 
 
 
 
 
 
Card fees
303

 
276

 
81

 
78

 
70

Service charges on deposit accounts
219

 
223

 
215

 
214

 
214

Fiduciary income
190

 
187

 
180

 
171

 
158

Commercial lending fees
89

 
99

 
98

 
99

 
96

Letter of credit fees
50

 
53

 
57

 
64

 
71

Bank-owned life insurance
42

 
40

 
39

 
40

 
39

Foreign exchange income
42

 
40

 
40

 
36

 
38

Brokerage fees
19

 
17

 
17

 
17

 
19

Net securities (losses) gains
(5
)
 
(2
)
 
—

 
(1
)
 
12

Other noninterest income
102

 
102

 
130

 
156

 
146

Total noninterest income
1,051

 
1,035

 
857

 
874

 
863

NONINTEREST EXPENSES
 
 
 
 
 
 
 
 
 
Salaries and benefits expense
961

 
1,009

 
980

 
1,009

 
1,018

Outside processing fee expense
336

 
318

 
111

 
111

 
100

Net occupancy expense
157

 
159

 
171

 
160

 
163

Equipment expense
53

 
53

 
57

 
60

 
65

Restructuring charges
93

 
—

 
—

 
—

 
35

Software expense
119

 
99

 
95

 
90

 
90

FDIC insurance expense
54

 
37

 
33

 
33

 
38

Advertising expense
21

 
24

 
23

 
21

 
27

Litigation-related expenses
1

 
(32
)
 
4

 
52

 
23

Gain on debt redemption
—

 
—

 
(32
)
 
(1
)
 
—

Other noninterest expenses
135

 
160

 
173

 
179

 
191

Total noninterest expenses
1,930

 
1,827

 
1,615

 
1,714

 
1,750

Income before income taxes
670

 
750

 
870

 
786

 
762

Provision for income taxes
193

 
229

 
277

 
245

 
241

NET INCOME
$
477

 
$
521

 
$
593

 
$
541

 
$
521

Less income allocated to participating securities
4

 
6

 
7

 
8

 
6

Net income attributable to common shares
$
473

 
$
515

 
$
586

 
$
533

 
$
515

Earnings per common share:
 
 
 
 
 
 
 
 
 
Basic
2.74

 
2.93

 
3.28

 
2.92

 
2.68

Diluted
2.68

 
2.84

 
3.16

 
2.85

 
2.67

 
 
 
 
 
 
 
 
 
 
Comprehensive income
523

 
504

 
572

 
563

 
464

 
 
 
 
 
 
 
 
 
 
Cash dividends declared on common stock
155

 
148

 
143

 
126

 
106

Cash dividends declared per common share
0.89

 
0.83

 
0.79

 
0.68

 
0.55


F-113

HISTORICAL REVIEW - STATISTICAL DATA
Comerica Incorporated and Subsidiaries
CONSOLIDATED FINANCIAL INFORMATION
Years Ended December 31
2016
 
2015
 
2014
 
2013
 
2012
Average Rates (Fully Taxable Equivalent Basis)
 
 
 
 
 
 
 
 
 
Interest-bearing deposits with banks
0.51
%
 
0.26
%
 
0.26
%
 
0.26
%
 
0.26
%
Other short-term investments
0.61

 
0.81

 
0.57

 
1.22

 
1.65

 
 
 
 
 
 
 
 
 
 
Investment securities
2.02

 
2.13

 
2.26

 
2.25

 
2.43

 
 
 
 
 
 
 
 
 
 
Commercial loans
3.26

 
3.07

 
3.12

 
3.28

 
3.44

Real estate construction loans
3.63

 
3.48

 
3.41

 
3.85

 
4.44

Commercial mortgage loans
3.49

 
3.41

 
3.75

 
4.11

 
4.44

Lease financing
2.65

 
3.17

 
2.33

 
3.23

 
3.01

International loans
3.63

 
3.58

 
3.65

 
3.74

 
3.73

Residential mortgage loans
3.76

 
3.77

 
3.82

 
4.09

 
4.55

Consumer loans
3.32

 
3.26

 
3.20

 
3.30

 
3.42

Total loans
3.34

 
3.20

 
3.28

 
3.51

 
3.74

Interest income as a percentage of earning assets
2.88

 
2.75

 
2.85

 
3.03

 
3.27

 
 
 
 
 
 
 
 
 
 
Domestic deposits
0.14

 
0.14

 
0.14

 
0.18

 
0.24

Deposits in foreign offices
0.35

 
1.02

 
0.82

 
0.52

 
0.63

Total interest-bearing deposits
0.14

 
0.14

 
0.15

 
0.19

 
0.25

Short-term borrowings
0.45

 
0.05

 
0.04

 
0.07

 
0.12

Medium- and long-term debt
1.45

 
1.80

 
1.68

 
1.45

 
1.36

Interest expense as a percentage of interest-bearing sources
0.34

 
0.29

 
0.29

 
0.33

 
0.41

Interest rate spread
2.54

 
2.46

 
2.56

 
2.70

 
2.86

Impact of net noninterest-bearing sources of funds
0.17

 
0.14

 
0.14

 
0.14

 
0.17

Net interest margin as a percentage of earning assets
2.71
%
 
2.60
%
 
2.70
%
 
2.84
%
 
3.03
%
 
 
 
 
 
 
 
 
 
 
Ratios
 
 
 
 
 
 
 
 
 
Return on average common shareholders’ equity
6.22
%
 
6.91
%
 
8.05
%
 
7.76
%
 
7.43
%
Return on average assets
0.67

 
0.74

 
0.89

 
0.85

 
0.83

Efficiency ratio (a)
67.53

 
66.93

 
64.16

 
68.72

 
69.15

Common equity tier 1 capital as a percentage of risk weighted assets (b)
11.09

 
10.54

 
n/a

 
n/a

 
n/a

Tier 1 capital as a percentage of risk-weighted assets (b)
11.09

 
10.54

 
10.50

 
10.64

 
10.14

Total capital as a percentage of risk-weighted assets
13.27

 
12.69

 
12.51

 
13.10

 
13.15

Common equity ratio
10.68

 
10.52

 
10.70

 
10.97

 
10.67

Tangible common equity as a percentage of tangible assets (c)
9.89

 
9.70

 
9.85

 
10.07

 
9.76

 
 
 
 
 
 
 
 
 
 
Per Common Share Data
 
 
 
 
 
 
 
 
 
Book value at year-end
$
44.47

 
$
43.03

 
$
41.35

 
$
39.22

 
$
36.86

Market value at year-end
68.11

 
41.83

 
46.84

 
47.54

 
30.34

Market value for the year
 
 
 
 
 
 
 
 
 
High
70.44

 
53.45

 
53.50

 
48.69

 
34.00

Low
30.48

 
39.52

 
42.73

 
30.73

 
26.25

 
 
 
 
 
 
 
 
 
 
Other Data (share data in millions)
 
 
 
 
 
 
 
 
 
Average common shares outstanding - basic
172

 
176

 
179

 
183

 
191

Average common shares outstanding - diluted
177

 
181

 
185

 
187

 
192

Number of banking centers
458

 
477

 
481

 
483

 
489

Number of employees (full-time equivalent)
7,960

 
8,880

 
8,876

 
8,948

 
9,035

(a)
Noninterest expenses as a percentage of the sum of net interest income (FTE) and noninterest income excluding net securities gains (losses).
(b)
Ratios calculated based on the risk-based capital requirements in effect at the time. The U.S. implementation of the Basel III regulatory capital framework became effective on January 1, 2015, with transitional provisions.
(c)
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
n/a - not applicable

F-114

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of February 14, 2017 .
 
COMERICA INCORPORATED
 
 
 
 
 
By:
 
/s/ Ralph W. Babb, Jr.
 
 
 
Ralph W. Babb, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated as of February 14, 2017 .
/s/ Ralph W. Babb, Jr.
 
Chairman and Chief Executive Officer and
Ralph W. Babb, Jr.
 
Director (Principal Executive Officer)
 
 
 
/s/ David E. Duprey
 
Executive Vice President and Chief Financial Officer
David E. Duprey
 
(Principal Financial Officer)
 
 
 
/s/ Muneera S. Carr
 
Executive Vice President and Chief Accounting Officer
Muneera S. Carr
 
(Principal Accounting Officer)
 
 
 
/s/ Michael E. Collins
 
 
Michael E. Collins
 
Director
 
 
 
/s/ Roger A. Cregg
 
 
Roger A. Cregg
 
Director
 
 
 
 
 
 
T. Kevin DeNicola
 
Director
 
 
 
 
 
 
Jacqueline P. Kane
 
Director
 
 
 
/s/ Richard G. Lindner
 
 
 Richard G. Lindner
 
Director
 
 
 
/s/ Alfred A. Piergallini
 
 
Alfred A. Piergallini
 
Director
 
 
 
/s/ Robert S. Taubman
 
 
Robert S. Taubman
 
Director
 
 
 
/s/ Reginald M. Turner, Jr.
 
 
Reginald M. Turner, Jr.
 
Director
 
 
 
/s/ Nina G. Vaca
 
 
Nina G. Vaca
 
Director
 
 
 
/s/ Michael G. Van de Ven
 
 
Michael G. Van de Ven
 
Director


S-1
Table of Contents

EXHIBIT INDEX
3.1
 
Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Current Report on Form 8-K dated August 4, 2010, and incorporated herein by reference).
 
 
 
3.2
 
Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
 
 
 
3.3
 
Amended and Restated Bylaws of Comerica Incorporated (filed as Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
 
 
 
4
 
[Reference is made to Exhibits 3.1, 3.2 and 3.3 in respect of instruments defining the rights of security holders. In accordance with Regulation S-K Item No. 601(b)(4)(iii), the Registrant is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.]
 
 
 
4.1
 
Warrant Agreement, dated May 6, 2010, between the registrant and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to Registrant's Registration Statement on Form 8-A dated May 7, 2010, and incorporated herein by reference).
 
 
 
4.2
 
Form of Warrant (filed as Exhibit 4.1 to Registrant's Registration Statement on Form 8-A dated May 7, 2010, and incorporated herein by reference).
 
 
 
4.3
 
Warrant Agreement, dated as of June 9, 2010, between Comerica Incorporated (as successor to Sterling Bancshares, Inc.) and American Stock Transfer & Trust Company, LLC (filed as Exhibit 4.1 to Sterling Bancshares, Inc.'s Registration Statement on Form 8-A12B filed on June 10, 2010 (File No. 001-34768) and incorporated herein by reference).
 
 
 
4.3A
 
Appointment of Wells Fargo Bank, N.A. as successor Warrant Agent under the Warrant Agreement, dated as of June 9, 2010, of Comerica Incorporated (as successor to Sterling Bancshares, Inc.) (filed as Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, and incorporated herein by reference).
 
 
 
4.4
 
Form of Warrant (filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-4 (File No. 333-172211), and incorporated herein by reference).
 
 
 
9
 
 (not applicable)
 
 
 
10.1†
 
Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan.
 
 
 
10.1A†
 
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference).
 
 
 
10.1B†
 
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2011 version) (filed as Exhibit 10.44 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
 
 
 
10.1C†
 
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2012 version) (filed as Exhibit 10.1C to Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference).
 
 
 
10.1D†
 
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2014 version) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated January 21, 2014, and incorporated herein by reference).
 
 
 
10.1E†
 
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2014 version 2) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated July 22, 2014, and incorporated herein by reference).
 
 
 
10.1F†
 
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2015 version) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated November 10, 2015, and incorporated herein by reference).
 
 
 
10.1G†
 
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2017 version).
 
 
 
10.1H†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (filed as Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference).
 
 
 

E-1
Table of Contents

10.1I†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2011 version) (filed as Exhibit 10.46 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
 
 
 
10.1J†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2012 version) (filed as Exhibit 10.1F to Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference).
 
 
 
10.1K†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2014 version) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated January 21, 2014, and incorporated herein by reference).
 
 
 
10.1L†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2014 version 2) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated July 22, 2014, and incorporated herein by reference).
 
 
 
10.1M†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2017 version).
 
 
 
10.1N†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (filed as Exhibit 99.1 to Registrant's Current Report on Form 8-K dated January 22, 2007, and incorporated herein by reference).
 
 
 
10.1O†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (2011 version) (filed as Exhibit 10.45 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
 
 
 
10.1P†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (2012 version) (filed as Exhibit 10.1I to Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference).
 
 
 
10.1Q†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (2017 version).
 
 
 
10.1R†
 
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (long-term restricted version) (filed as Exhibit 10.41 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, and incorporated herein by reference).
 
 
 
10.1S†
 
Form of Standard Comerica Incorporated Restricted Stock Unit Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2011 version) (filed as Exhibit 10.47 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
 
 
 
10.1T†
 
Form of Standard Comerica Incorporated Restricted Stock Unit Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2011 version 2) (filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and incorporated herein by reference).
 
 
 
10.1U†
 
Form of Standard Comerica Incorporated Performance Restricted Stock Unit Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2012 version) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated November 19, 2012, and incorporated herein by reference).
 
 
 
10.1V†
 
Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (filed as Exhibit 10.3 to Registrant's Current Report on Form 8-K dated January 21, 2014, and incorporated herein by reference).
 
 
 
10.1W†
 
Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2014 version 2) (filed as Exhibit 10.3 to Registrant's Current Report on Form 8-K dated July 22, 2014, and incorporated herein by reference).
 
 
 
10.1X†
 
Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2015 version) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated November 10, 2015, and incorporated herein by reference).
 
 
 
10.1Y†
 
Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2017 version).

E-2
Table of Contents

 
 
 
10.2†
 
Comerica Incorporated 1997 Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference).
 
 
 
10.2A†
 
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
 
 
 
10.3†
 
Amended and Restated Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan effective April 30, 2007 (filed as Exhibit 10.1 to Sterling Bancshares, Inc.'s Current Report on Form 8-K dated August 14, 2007 (File No. 000-20750), and incorporated herein by reference).
 
 
 
10.4†
 
Comerica Incorporated Amended and Restated Employee Stock Purchase Plan (amended and restated October 22, 2013) (filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2013, and incorporated herein by reference).
 
 
 
10.5†
 
Comerica Incorporated 2011 Management Incentive Plan (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April 26, 2011, and incorporated herein by reference).
 
 
 
10.6†
 
Comerica Incorporated 2016 Management Incentive Plan (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated May 2, 2016, and incorporated herein by reference).
 
 
 
10.7†
 
Form of Standard Comerica Incorporated No Sale Agreement under the Comerica Incorporated Amended and Restated Management Incentive Plan (filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
 
 
 
10.8†
 
Supplemental Retirement Income Account Plan (formerly known as the Amended and Restated Benefit Equalization Plan for Employees of Comerica Incorporated) (amended and restated October 13, 2016, with amendments effective January 1, 2017) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated January 26, 2017, and incorporated herein by reference).
 
 
 
10.9†
 
1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (amended and restated on July 26, 2011) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated July 26, 2011, and incorporated herein by reference).
 
 
 
10.10†
 
1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (amended and restated on July 26, 2011) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated July 26, 2011, and incorporated herein by reference).
 
 
 
10.11†
 
Sterling Bancshares, Inc. Deferred Compensation Plan (as Amended and Restated) (filed as Exhibit 4.4 to Registrant's
Registration Statement on Form S-8 dated July 28, 2011 (Registration No. 333-175857) and incorporated herein by reference).
 
 
 
10.12†
 
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).
 
 
 
10.13†
 
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).
 
 
 
10.14†
 
Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (amended and restated effective May 15, 2014) (filed as Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference).
 
 
 
10.14A†
 
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference).
 
 
 
10.14B†
 
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 2) (filed as Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference).
 
 
 
10.14C†
 
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 2.5) (filed as Exhibit 10.48 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
 
 
 

E-3
Table of Contents

10.14D†
 
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 3) (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference).
 
 
 
10.14E†
 
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 4) (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and incorporated herein by reference).
 
 
 
10.15†
 
2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference).
 
 
 
10.15A†
 
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the 2015 Comerica Incorporated Incentive Plan for Non-Employee Directors (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, and incorporated herein by reference).
 
 
 
10.16†
 
Form of Indemnification Agreement between Comerica Incorporated and certain of its directors and officers (filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, and incorporated herein by reference).
 
 
 
10.17†
 
Supplemental Benefit Agreement with Eugene A. Miller (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, and incorporated herein by reference).
 
 
 
10.18†
 
Supplemental Pension and Retiree Medical Agreement with Ralph W. Babb Jr. (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference).
 
 
 
10.19A†
 
Restrictive Covenants and General Release Agreement by and between J. Michael Fulton and Comerica Incorporated dated April 3, 2014 (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April 3, 2014, and incorporated herein by reference).
 
 
 
10.19B†
 
Restrictive Covenants and General Release Agreement by and between Jon W. Bilstrom and Comerica Incorporated dated July 21, 2016 (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated July 27, 2016, and incorporated herein by reference).
 
 
 
10.19C†
 
Restrictive Covenants and General Release Agreement by and between J. Patrick Faubion and Comerica Incorporated dated December 11, 2016.
 
 
 
10.20†
 
Form of Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, and incorporated herein by reference).
 
 
 
10.20A†
 
Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current).
 
 
 
10.21†
 
Form of Change of Control Employment Agreement (BE4 and Higher Version) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated November 18, 2008, and incorporated herein by reference).
 
 
 
10.21A†
 
Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version).
 
 
 
10.22†
 
Form of Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-2009 version) (filed as Exhibit 10.42 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, and incorporated herein by reference).
 
 
 
10.23†
 
Form of Change of Control Employment Agreement (BE2-BE3 Version) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated November 18, 2008, and incorporated herein by reference).
 
 
 
10.23A†
 
Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE2-BE3 Version).
 
 
 
11
 
Statement regarding Computation of Net Income Per Common Share (incorporated by reference from Note 15 on page F-88 of this Annual Report on Form 10-K).
 
 
 
12
 
(not applicable)
 
 
 
13
 
(not applicable)
 
 
 
14
 
(not applicable)
 
 
 
16
 
(not applicable)
 
 
 
18
 
(not applicable)

E-4
Table of Contents

 
 
 
21
 
Subsidiaries of Registrant.
 
 
 
22
 
(not applicable)
 
 
 
23.1
 
Consent of Ernst & Young LLP.
 
 
 
24
 
(not applicable)
 
 
 
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
 
Executive Vice President and CFO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).
 
 
 
32
 
Section 1350 Certification of Periodic Report (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
 
 
 
33
 
(not applicable)
 
 
 
34
 
(not applicable)
 
 
 
35
 
(not applicable)
 
 
 
95
 
(not applicable)
 
 
 
99
 
(not applicable)
 
 
 
100
 
(not applicable)
 
 
 
101
 
Financial statements from Annual Report on Form 10-K of the Registrant for the year ended December 31, 2016, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Shareholders' Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
 
 
 
†
 
Management contract or compensatory plan or arrangement.
 
 
 
 
 
File No. for all filings under Exchange Act, unless otherwise noted: 1-10706.



E-5

COMERICA INCORPORATED
2006 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
SECTION 1
PURPOSE
The purpose of the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan is to align the interests of employees of the Corporation selected to receive awards with those of stockholders by rewarding long term decision-making and actions for the betterment of the Corporation. Accordingly, Eligible Individuals may receive Awards of Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units, Performance Awards and Other Stock-Based Awards. Equity-based compensation assists in the attraction and retention of qualified employees, and provides them with additional incentive to devote their best efforts to pursue and sustain the Corporation's superior long-term performance. This enhances the value of the Corporation for the benefit of its stockholders.
SECTION 2
DEFINITIONS
A.      " Affiliate " means (i) any corporation, partnership, joint venture or other entity that is controlled by the Corporation, whether directly or indirectly, and (ii) any corporation, partnership, joint venture or other entity in which the Corporation has a significant equity interest, as determined by the Committee; provided, however, that with respect to an Award of an Incentive Stock Option and an Award that is subject to Code Section 409A, the term “Affiliate” shall refer solely to a Subsidiary.
B.      " Aggregated Plan " means all agreements, methods, programs, and other arrangements sponsored by the Corporation that would be aggregated with this Plan under Section 1.409A-1(c) of the Regulations.
C.      " Award " means an Option, a Stock Appreciation Right, a Share of Restricted Stock, a Restricted Stock Unit, a Performance Award, including a Qualified Performance-Based Award, or an Other Stock-Based Award pursuant to the Plan. Each Award shall be evidenced by an Award Agreement.
D.      " Award Agreement " means a written agreement, in a form approved by the Committee, which sets forth the terms and conditions of an Award, including, but not limited to, the Performance Period and/or Restriction Period, as appropriate. Agreements shall be subject to the express terms and conditions set forth herein, and to such other terms and conditions not inconsistent with the Plan as the Committee shall deem appropriate.
E.      " Award Recipient " means an Eligible Individual who has been granted an Award under the Plan and has entered into an Award Agreement evidencing the grant of

1

such Award or otherwise accepted the terms of an Award Agreement, including by electronic acceptance or acknowledgement.
F.      " Beneficiary " means any person(s) designated by an Award Recipient on a beneficiary designation form submitted to the Plan Administrator, or, if no form has been submitted, any person(s) entitled to receive any amounts owing to such Award Recipient under this Plan upon his or her death by reason of having been named in the Award Recipient's will or trust agreement or having qualified as a taker of the Award Recipient's property under the laws of intestacy. If an Award Recipient authorizes any person, in writing, to exercise such individual's Options or Stock Appreciation Rights following the Award Recipient's death, the term "Beneficiary" shall include any person in whose favor such Options or Stock Appreciation Rights are exercised by the person authorized to exercise the Options or Stock Appreciation Rights.
G.      " Board " means the Board of Directors of the Corporation.
H.      " Cause " means (1) conviction of the Award Recipient for committing a felony under Federal law or the law of the state in which such action occurred, (2) dishonesty in the course of fulfilling the Award Recipient's employment duties, (3) willful and deliberate failure on the part of the Award Recipient to perform his or her employment duties in any material respect, or (4) before a Change of Control, such other events as shall be determined by the Committee. Before a Change of Control, the Committee shall, unless otherwise provided in an Individual Agreement with the Award Recipient, have the sole discretion to determine whether "Cause" exists, and its determination shall be final.
I.      " Change of Control " shall have the meaning set forth in Exhibit A to this Plan.
J.      " Code " means the Internal Revenue Code of 1986, as amended.
K.      " Committee " means the Governance, Compensation and Nominating Committee of the Board or such other committee of the Board as the Board may from time to time designate, which, with respect to the establishment of Performance Measures, shall be composed solely of not less than two outside directors (as described under Regulations Section 1.162-27(e)(3)), and shall be appointed by and serve at the pleasure of the Board.
L.      " Corporation " means Comerica Incorporated, a Delaware corporation, and its successors and assigns.
M.      " Date of Grant " means the effective date of an Award granted by the Committee to an Award Recipient.
N.      " Disabled " or " Disability " means " Totally Disabled " (or any derivation of such term) within the meaning of the Long-Term Disability Plan of Comerica Incorporated, or if there is no such plan, "Disability" as determined by the Committee. However, with respect to the rules relating to Incentive Stock Options, the term "Disabled" shall mean disabled

2

as that term is utilized in Sections 422 and 22(e)(3) of the Code, or any successor Code provisions relating to ISOs. Furthermore, with respect to Awards subject to Section 409A of the Code, "Disabled" shall not have either of the prior meanings, but shall mean an Award Recipient's inability to engage in any substantial gainful activity due to a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
O.      " Disaffiliation " means a Subsidiary's or Affiliate's ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Corporation, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Corporation and its Affiliates.
P.      " Eligible Individual " means any officers and employees of the Corporation or any of its Subsidiaries or Affiliates, and prospective officers and employees who have accepted offers of employment from the Corporation or its Subsidiaries or Affiliates. Notwithstanding the foregoing, an Eligible Individual for purposes of receipt of the grant of an ISO shall be limited to those individuals who are eligible to receive ISOs under rules set forth in the Code and applicable Regulations.
Q.      " Exchange Act " means the Securities Exchange Act of 1934, as amended.
R.      " Fair Market Value " means the closing price of a Share on the New York Stock Exchange as reported on the Composite Tape as published in the Wall Street Journal ; if, however, there is no trading of Shares on the date in question, then the closing price of the Shares as so reported, on the last preceding trading day shall instead be used to determine Fair Market Value. If Fair Market Value for any date in question cannot be determined as provided above, Fair Market Value shall be determined by the Committee in its good faith discretion based on a reasonable valuation method in accordance with the Regulations and applicable guidance promulgated under Code Section 409A.
S.      " Incentive Stock Option " or " ISO Award " means an Option granted pursuant to the Plan that is designated in the applicable Award Agreement as an "incentive stock option" within the meaning of Section 422 of the Code, and that in fact so qualifies.
T.      " Nonqualified Stock Option " or " NQSO Award " means an Option granted pursuant to the Plan that is not intended to be, or does not qualify as, an Incentive Stock Option.
U.      " Option " means a Nonqualified Stock Option or an Incentive Stock Option granted pursuant to Section 6(A) of the Plan.
V.      " Other Stock-Based Award " means any right granted under Section 6(F) of the Plan.
W.      " Performance Award " means any Award, including a Qualified Performance-Based Award, granted pursuant to Section 6(E) of the Plan.

3

X.      " Performance Measures " means the performance goals established by the Committee and relating to a Performance Period in connection with the grant of an Award. In the case of any Qualified Performance-Based Award, such goals shall be (i) based on the attainment of specified levels of one or more of the following measures (a) earnings per share, (b) return measures (including, but not limited to, return on assets, equity or sales), (c) net income (before or after taxes), (d) cash flow (including, but not limited to, operating cash flow and free cash flow), (e) cash flow return on investments, which equals net cash flows divided by owner's equity, (f) earnings before or after taxes, interest, depreciation and/or amortization, (g) internal rate of return or increase in net present value, (h) gross revenues, (i) gross margins, (j) capital measures or (k) stock price (including, but not limited to, growth measures and total stockholder return) and (ii) set by the Committee within the time period prescribed by Section 162(m) of the Code. Performance Measures may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated and may be based on or adjusted for any other objective goals, events, or occurrences established by the Committee for a Performance Period. Such Performance Measures may be particular to a line of business, Subsidiary or other unit or may be based on the performance of the Corporation generally. Such Performance Measures may cover the Performance Period(s) as specified by the Committee. Performance Measures may be adjusted by the Committee in its sole discretion to eliminate the unbudgeted effects of charges for restructurings, charges for discontinued operations, charges for extraordinary items and other unusual or non-recurring items of loss or expense, merger related charges, cumulative effect of accounting changes, the unbudgeted financial impact of any acquisition or divestiture made during the applicable Performance Period, and any direct or indirect change in the Federal corporate tax rate affecting the Performance Period, each as defined by generally accepted accounting principles and identified in the audited financial statements, notes to the audited financial statements, management's discussion and analysis or other Corporation filings with the Securities and Exchange Commission
Y.      " Performance Period " means the period designated by the Committee during which the Performance Measures applicable to an Award shall be measured. The Performance Period shall be established at or before the time of the grant of the Award, and the length of any Performance Period shall be within the discretion of the Committee.
Z.      " Plan " means the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan, as may be amended from time to time.
AA.      " Qualified Performance-Based Award " means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 7.
BB.      " Regulations " means the Treasury Regulations promulgated under the Code.
CC.      " Restriction Period " means the period designated by the Committee during which Shares of a Restricted Stock Award remain forfeitable or a Restricted Stock Unit Award is subject to vesting requirements.

4

DD.      " Restricted Stock " or " Restricted Stock Award " means an award of Shares pursuant to Section 6(C) of the Plan subject to the terms, conditions and such restrictions as may be determined by the Committee and set forth in the applicable Award Agreement. Shares of Restricted Stock shall constitute issued and outstanding Shares for all corporate purposes.
EE.      " Restricted Stock Units " or " Restricted Stock Unit Award " means an Award granted pursuant to Section 6(D) of the Plan denominated in Shares subject to the terms, conditions and restrictions determined by the Committee and set forth in the applicable Award Agreement.
FF.      " Retirement " means, unless otherwise provided in an Award Agreement or determined by the Committee, an Award Recipient's Termination of Employment (or with respect to Awards subject to Code Section 409A, an Award Recipient's Separation from Service) at or after age 65 or after attainment of both age 55 and ten (10) years of service with the Corporation and Affiliates.
GG.      " Section 162(m) Exemption " means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.
HH.      " Separation from Service " means, with respect to any Award that is subject to Code Section 409A, the date on which the Corporation and the Award Recipient reasonably anticipate a permanent reduction in the level of bona fide services performed by the Award Recipient for the Corporation or any Affiliate to 20% or less of the average level of bona fide services performed by the Award Recipient for the Corporation or any Affiliate (whether as an employee or an independent contractor) in the immediately preceding thirty-six (36) months (or the full period of service to the Corporation and any Affiliate if the Award Recipient has been providing services to the Corporation and its Affiliates for less than thirty-six (36) months). The determination of whether a Separation from Service has occurred shall be made by the Plan Administrator in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.
II.      " Share " means a share of common stock, $5.00 par value, of the Corporation or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 3(D) of the Plan.
JJ.      " Specified Employee " means a key employee of the Corporation as defined in Code Section 416(i) without regard to paragraph (5) thereof. The determination of whether an Award Recipient is a Specified Employee shall be made by the Committee as of the specified employee identification date adopted by the Corporation in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.
KK.      " Stock Appreciation Right " or " SAR Award " means a right granted under Section 6(B) of the Plan.

5

LL.      " Subsidiary " means any entity (other than the Corporation) in an unbroken chain of entities beginning with the Corporation, provided each entity (other than the last entity) in the unbroken chain owns, at the time of the determination, ownership interests possessing fifty percent (50%) or more of the total combined voting power of all classes of ownership interests in one of the other entities in such chain; provided, however, with respect to any Award that is an Incentive Stock Option, the term "Subsidiary" shall refer solely to an entity that is taxed under Federal tax law as a corporation.
MM.      " Tax Withholding Date " shall mean the earliest date the obligation to withhold tax with respect to an Award arises.
NN.      " Term " means the maximum period during which an Option or Stock Appreciation Right may remain outstanding (subject to earlier termination upon Termination of Employment or otherwise) as specified in the applicable Award Agreement or, to the extent not specified in the Award Agreement, as provided in the Plan.
OO.      " Termination of Employment " means the termination of the applicable Award Recipient's employment with the Corporation and any of its Affiliates. An Award Recipient employed by an Affiliate or a division of the Corporation or any of its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Affiliate or division ceases to be an Affiliate or division, as the case may be, and the Award Recipient does not immediately thereafter become an employee of the Corporation or an Affiliate. Neither a temporary absence from employment because of illness, vacation or leave of absence nor a transfer among the Corporation and its Affiliates shall be considered a Termination of Employment.
SECTION 3
STOCK SUBJECT TO THE PLAN
A.      Plan Maximums . The maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be the sum of (i) seventeen million three hundred fifty thousand (17,350,000), (ii) any Shares available for future awards under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan (the " Prior Plan ") as of the Effective Date, and (iii) any Shares that are represented by awards granted under the Prior Plan which are forfeited, expire or are cancelled without delivery of Shares or which result in the forfeiture of Shares back to the Corporation. No additional Shares will be granted pursuant to the terms of the Prior Plan as of the Effective Date of the Plan. The maximum number of Shares that may be delivered pursuant to Options intended to be Incentive Stock Options shall be one million (1,000,000) Shares. No more than eight million five hundred fifty thousand (8,550,000) Shares may be issued during the term of the Plan pursuant to Awards other than Options and Stock Appreciation Rights. Shares subject to an Award under the Plan may be authorized and unissued Shares or treasury Shares.
B.      Individual Limits . No Award Recipient may be granted Awards with respect to more than 350,000 Shares in any calendar year, and the maximum number of Shares

6

underlying Awards of Options and Stock Appreciation Rights that may be granted to an Award Recipient in any calendar year is 350,000.
C.      Rules for Calculating Shares Delivered . Any Shares covered by an Award that has been granted shall be counted as used under the Plan as of the Date of Grant. To the extent that any Award is forfeited, or any Option or Stock Appreciation Right terminates, expires or lapses without being exercised, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under the Plan. The following Shares, however, may not again be made available for issuance in respect of Awards under this Plan: (i) Shares not issued or delivered as a result of the net settlement of an outstanding Stock Appreciation Right; (ii) Shares used to pay the exercise price or withholding taxes related to an outstanding Award; or (iii) Shares repurchased by the Corporation on the open market with the proceeds of an Option exercise price to settle an Option.
D.      Adjustment Provision . In the event of (i) a stock dividend, stock split, reverse stock split, share combination, or recapitalization or similar event affecting the capital structure of the Corporation (each, a " Share Change "), or (ii) a merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation, or similar event affecting the Corporation or any of its Subsidiaries (each, a " Corporate Transaction "), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable, if any, to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(A) and 3(B) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards, and (D) the exercise price of outstanding Options and Stock Appreciation Rights, provided that the aggregate exercise price or aggregate grant price of the Options or Stock Appreciation Rights is not less than the aggregate exercise price or aggregate grant price before the Corporate Transaction. In the case of Corporate Transactions, such adjustments may include, without limitation, (1) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which stockholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (2) the substitution of other property (including, without limitation, cash or other securities of the Corporation and securities of entities other than the Corporation) for the Shares subject to outstanding Awards; and (3) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Corporation and securities of entities other than the Corporation),

7

by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Corporation securities). Any such adjustments shall be made in a manner that (i) with respect to Awards that are not considered to be deferred compensation within the meaning of Section 409A of the Code immediately prior to such adjustment, would not cause such Awards to become deferred compensation subject to Section 409A of the Code and (ii) with respect to Awards that are considered deferred compensation within the meaning of Section 409A of the Code, would not cause such Awards to be non-compliant with the requirements of Section 409A of the Code.
SECTION 4
ADMINISTRATION
A.      Committee . The Plan shall be administered by the Committee. In addition to any implied powers and duties that may be needed to carry out the provisions of the Plan, the Committee shall have all the powers vested in it by the terms of the Plan, including exclusive authority to: select Eligible Individuals; to make Awards; to determine the type, size, terms and timing of Awards (which need not be uniform); to accelerate the vesting of Awards, including upon the occurrence of a Change of Control of the Corporation or an Award Recipient's Termination of Employment; to prescribe the form of the Award Agreement; to modify, amend or adjust the terms and conditions of any Award, subject to Sections 7 and 10; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto); make any other determinations it believes necessary or advisable in connection with the administration of the Plan; correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement; establish any "blackout" period that the Committee in its sole discretion deems necessary or advisable; and to otherwise administer the Plan.
B.      Procedures . Determinations of the Committee shall be made by a majority vote of its members at a meeting at which a quorum is present or pursuant to a unanimous written consent of its members. A majority of the members of the Committee shall constitute a quorum. Subject to Section 7(D), any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. The Committee may authorize any one or more of its members, or any officer of the Corporation, to execute and deliver documents on behalf of the Committee.
Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may (i) allocate all or any portion of its responsibilities and powers to any one or more of its members and/or (ii) delegate all or any part of its responsibilities and powers to any person or persons selected by it, provided that, the Committee may not delegate its responsibilities and powers if such delegation would cause an Award made to an individual subject to Section 16 of the Exchange Act not to qualify for an exemption

8

from Section 16(b) of the Exchange Act or cause an Award intended to be a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption. Any such allocation or delegation may be revoked by the Committee at any time.
All decisions made by the Committee (or any person or persons to whom the Committee has allocated or delegated all or any portion of its responsibilities and powers in accordance with this Plan) shall be final and binding on all persons, including the Corporation, its Affiliates, Subsidiaries, stockholders, Eligible Individuals, Award Recipients, Beneficiaries and other interested parties.
C.      Discretion of the Committee . Subject to Section 1(G), any determination made by the Committee or by an appropriately delegated officer pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Corporation, Award Recipients and Eligible Individuals.
D.      Cancellation or Suspension of Awards . The Committee may cancel all or any portion of any Award, whether or not vested or deferred, as set forth below. Upon cancellation, the Award Recipient shall forfeit the Award and any benefits attributable to such canceled Award or portion thereof. The Committee may cancel an Award if, in its sole discretion, the Committee determines in good faith that the Award Recipient has done any of the following: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Corporation or any Subsidiary or Affiliate of the Corporation; or (vii) engaged in conduct that adversely affected the Corporation. The Executive Vice President — Director of Human Resources, or such other person designated from time to time by the Chief Executive Officer of the Corporation (the " Delegate "), shall have the power and authority to suspend all or any portion of any Award if the Delegate makes in good faith the determination described in the preceding sentence. Any such suspension of an Award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. This Section 4(D) shall have no application for a two year period following a Change of Control of the Corporation.
SECTION 5
ELIGIBILITY
Awards may only be made to Eligible Individuals.

9


SECTION 6
AWARDS
A.      Options . The Committee may grant Options to Eligible Individuals in accordance with the provisions of this subsection subject to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate.
1.      Exercise Price . The exercise price per Share of an Option shall be determined by the Committee; provided, however , that such exercise price shall not be less than 100% of the Fair Market Value of a Share on the Date of Grant of such Option, and such exercise price may not be decreased during the Term of the Option except pursuant to an adjustment in accordance with Section 3(D).
2.      Option Term . The Term of each Option shall be fixed by the Committee and the maximum Term of each Option shall be ten (10) years.
3.      Time and Manner of Exercise . The Committee shall determine the time or times at which an Option may be exercised, and the manner in which (including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) payment of the exercise price with respect thereto may be made, or deemed to have been made. The Committee may authorize the use of any form of "cashless" exercise of an Option that is legally permissible.
4.      Employment Status . Except as provided in paragraphs (a) through (d) below or as may otherwise be provided by the Committee (either at the time of grant of an Option or thereafter), an Award Recipient's Options and Stock Appreciation Rights shall be immediately forfeited upon his or her Termination of Employment.
a.      Retirement . An Award Recipient's Retirement shall not affect any Option outstanding as of the Termination of Employment due to Retirement other than those granted in the calendar year of Retirement. All Options outstanding as of the Termination of Employment due to Retirement other than those granted in the calendar year of such Termination of Employment shall continue to vest pursuant to the vesting schedule applicable to such Options, and any vested Options outstanding as of the Termination of Employment due to Retirement (including any ISO held by an Award Recipient who is not Disabled) shall continue in full force and effect for the remainder of the Term of the Option. All Options granted in the calendar year of Termination of Employment due to Retirement that have not otherwise vested as of such termination shall terminate upon the date of Retirement.

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b.      Disability . Upon the cessation of the Award Recipient's employment due to Disability, any Option held by such individual that was exercisable immediately before the Termination of Employment due to Disability shall continue to be exercisable until the earlier of (i) the third anniversary of the Award Recipient's Termination of Employment (or, in the case of any ISO held by an Award Recipient who is Disabled, the first anniversary of the Award Recipient's Termination of Employment) and (ii) the expiration of the Term of the Option.
c.      Death . Upon the Award Recipient's death (whether during his or her employment with the Corporation or an Affiliate or during any otherwise applicable post-termination exercise period, which in the case of an ISO, shall not exceed three (3) months), any Option held by such individual that was exercisable immediately before the Termination of Employment shall continue to be exercisable by the Beneficiary(ies) of the decedent, until the earlier of (i) the first anniversary of the date of the Award Recipient's death and (ii) the expiration of the Term of the Option.
d.      Other Terminations of Employment . Upon the Award Recipient's Termination of Employment for any reason other than Retirement, Disability, death or for Cause, any Option held by such individual that was exercisable immediately before the Termination of Employment shall continue to be exercisable until the earlier of (i) the expiration of the three-month period following the Award Recipient's Termination of Employment and (ii) the expiration of the Term of the Option.
e.      Extension or Reduction of Exercise Period . In any of the foregoing circumstances, subject to Section 8, the Committee may extend or shorten the exercise period, but may not extend any such period beyond the Term of the Option as originally established (or, insofar as this paragraph relates to Stock Appreciation Rights, the Term of the SAR Award as originally established). Further, with respect to ISOs, as a condition of any such extension, the holder shall be required to deliver to the Corporation a release which provides that such individual will hold the Corporation and/or Affiliates harmless with respect to any adverse tax consequences the individual may suffer by reason of any such extension.
B.      Stock Appreciation Right Awards . The Committee may grant Stock Appreciation Rights to Eligible Individuals in accordance with the provisions of this subsection subject to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate. The Term of each SAR Award shall be fixed by the Committee and the maximum Term of each SAR Award shall be ten (10) years. A Stock Appreciation Right granted under the Plan shall confer on the Award Recipient a right to receive upon exercise thereof the excess (if any) of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of

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the Stock Appreciation Right Award as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the Date of Grant of the Stock Appreciation Right. Subject to the terms of the Plan, the Committee shall determine the grant price, Term, manner of exercise, dates of exercise, methods of settlement (cash, Shares or a combination thereof) and any other terms and conditions of any SAR Award. The Committee may impose such conditions or restrictions on the exercise of any SAR Award as it may deem appropriate. Except as otherwise provided by the Committee or in an Award Agreement, any SAR Award must be exercised during the period of the Award Recipient's employment with the Corporation or Affiliate, provided that the provisions of Section 6(A)(4)(a)-(e) hereof shall apply for purposes of determining the exercise period in the event of the Award Recipient's Retirement, Disability, death or other Termination of Employment.
C.      Restricted Stock Awards . The Committee may make Restricted Stock Awards to Eligible Individuals in accordance with the provisions of this subsection subject to such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine to be appropriate.
1.      Nature of Restrictions . Restricted Stock Awards shall be subject to such restrictions, including Performance Measures, as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. Subject to the Committee's authority under Section 6(C)(3) below, the minimum Restriction Period with respect to a Restricted Stock Award that is subject to restrictions that are Performance Measures shall be one (1) year, and the minimum Restriction Period with respect to a Restricted Stock Award that is subject to restrictions that are not Performance Measures shall be three (3) years. The Committee may, as of the Date of Grant, designate an Award of Restricted Stock that is subject to Performance Measures as a Qualified Performance-Based Award.
2.      Stock Certificates . Restricted Stock Awards granted under the Plan shall be evidenced by the issuance of a stock certificate(s), which shall be held by the Corporation. Such certificate(s) shall be registered in the name of the Award Recipient and shall bear an appropriate legend which refers to the restrictions applicable to such Restricted Stock Award. Alternatively, shares of Restricted Stock under the Plan may be recorded in book entry form.
3.      Forfeiture; Delivery of Shares . Except as may be otherwise provided in an Award Agreement, upon an Award Recipient's Termination of Employment (as determined under criteria established by the Committee) during the applicable Restriction Period, all Shares of Restricted Stock shall be immediately forfeited and revert to the Corporation; provided, however , that the Committee may waive, in whole or in part, any or all remaining restrictions applicable to the Restricted Stock

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Award. Shares comprising any Restricted Stock Award held by the Corporation that are no longer subject to restrictions shall be delivered to the Award Recipient (or his or her Beneficiary) promptly after the applicable restrictions lapse or are waived.
D.      Restricted Stock Unit Awards . The Committee may grant Awards of Restricted Stock Units to Eligible Individuals, subject to Section 8 hereof and such other terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate. A Restricted Stock Unit shall represent an unfunded, unsecured right to receive one Share or cash equal to the Fair Market Value of a Share.
1.      Nature of Restrictions . Restricted Stock Unit Awards shall be subject to such restrictions, including Performance Measures, as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. Subject to the Committee's authority under Section 6(D)(3) below, the minimum Restriction Period with respect to a Restricted Stock Unit Award that is subject to restrictions that are Performance Measures shall be one (1) year, and the minimum Restriction Period with respect to a Restricted Stock Unit Award that is subject to restrictions that are not Performance Measures shall be three (3) years. The Committee may, as of the Date of Grant, designate an Award of Restricted Stock as a Qualified Performance-Based Award.
2.      Rights as a Stockholder . An Eligible Individual to whom Restricted Stock Units are granted shall not have any rights of a stockholder of the Corporation with respect to the Share represented by the Restricted Stock Unit Award. If so determined by the Committee, in its sole and absolute discretion, Restricted Stock Units may include a dividend equivalent right, pursuant to which the Award Recipient will either receive cash amounts (either paid currently or on a contingent basis) equivalent to the dividends and other distributions payable with respect to the number of Shares represented by the Restricted Stock Units, or additional Restricted Stock Units with a Fair Market Value equal to such dividends and other distributions, as specified in the Award Agreement. Dividend equivalent rights that the Committee determines are subject to Section 409A of the Code shall be paid or settled in accordance with Section 8 hereof.
3.      Forfeiture/Settlement . Except as may be otherwise provided in an Award Agreement, upon an Award Recipient's Termination of Employment (as determined under criteria established by the Committee) during the applicable Restriction Period, all Restricted Stock Units shall be immediately forfeited; provided, however , that the Committee may waive, in whole or in part, any or all remaining vesting requirements or restrictions applicable to the Restricted Stock Unit Award. Subject to Section 11(D) hereof, an Award of Restricted Stock Units shall be settled in Shares as and when the Restricted Stock Units vest or at a later

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time permitted under Section 8 hereof and specified by the Committee in the Award Agreement.
E.      Performance Awards . The Committee may grant Performance Awards (designated as Qualified Performance-Based Awards or not) to Eligible Individuals in accordance with the provisions of this Section 6(E), subject to Section 8 hereof and such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine to be appropriate. A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Shares), other securities, other Awards, or other property, and (ii) shall confer on the Award Recipient the right to receive a dollar amount or number of Shares upon the attainment of Performance Measures during any Performance Period, as established by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, the Performance Measures to be achieved during any Performance Period, the length of any Performance Period and the amount of any payment or number of Shares in respect of a Performance Award shall be determined by the Committee.
F.      Other Stock-Based Awards . The Committee may grant Other Stock-Based Awards to Eligible Individuals in accordance with the provisions of this Section 6(F), subject to Section 8 hereof and such other additional terms and conditions, including Performance Measures, not inconsistent with the provisions of the Plan, as the Committee shall determine. Other Stock-Based Awards may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan.
G.      General . Except as otherwise specified in the Plan or an applicable Award Agreement, the following provisions shall apply to Awards granted under the Plan:
1.      Consideration for Awards . Other than the payment of the exercise price or grant price in connection with the exercise of an Option or Stock Appreciation Right, Awards shall be made without monetary consideration or for such minimal monetary consideration as may be required by applicable law.
2.      Forms of Payment under Awards . Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers of Shares to be made by the Corporation or an Affiliate upon the grant, exercise or satisfaction of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, other securities, other Awards or other property or any combination thereof), and may be made in a single payment or transfer, or in installments, and may be made upon vesting or such later date permitted under Section 8 hereof and specified in the applicable Award Agreement, and, in each case, in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments.

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3.      Limits on Transfer of Awards . No Award and no right under any such Award shall be transferable by an Award Recipient otherwise than by will or by the laws of intestacy; provided, however , that, an Award Recipient may, in the manner established by the Committee, designate a Beneficiary to exercise the rights of the Award Recipient and to receive any property distributable with respect to any Award upon the death of the Award Recipient. Each Award or right under any Award shall be exercisable during the Award Recipient's lifetime only by the Award Recipient or, if permissible under applicable law, by the Award Recipient's guardian or legal representative. No Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Corporation or any Affiliate.
4.      Term of Awards . Subject to any specific provisions of the Plan, the term of each Award shall be for such period as may be determined by the Committee.
5.      Securities Law Restrictions . All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, or the rules, regulations and other requirements of the Securities and Exchange Commission, the New York Stock Exchange, any other exchange on which Shares may be eligible to be traded or any applicable federal or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.
6.      Deferring Awards . Under no circumstances may an Award Recipient elect to defer, until a time or times later than the exercise of an Option or a Stock Appreciation Right or the settlement or distribution of Shares or cash in respect of other Awards, receipt of all or a portion of the Shares or cash subject to such Award, or dividends and dividend equivalents payable thereon.
H.      Prohibition on Option and Stock Appreciation Right Repricing. Other than pursuant to Section 3(D), in no event may any Option or Stock Appreciation Right granted under this Plan (1) be amended to decrease the exercise or grant price thereof; (2) be cancelled in conjunction with (i) the grant of any new Option or Stock Appreciation Right with a lower exercise or grant price in exchange for the cancelled Option or Stock Appreciation Right or (ii) the grant of any other type of Award in exchange for the cancelled Option or Stock Appreciation Right; or (3) otherwise be subject to any action that would be treated, for accounting purposes, as a "repricing" of such Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Corporation's stockholders. Further, except as provided in Section 3(D) hereof, the Committee may not, without prior approval of the Corporation’s stockholders, seek to effect any repricing of any previously granted “underwater” Option or Stock Appreciation Right by repurchasing the underwater Option or Stock Appreciation Right with cash. An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the

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Shares covered by such Option or Stock Appreciation Right is less than the exercise price of the Option or Stock Appreciation Right.
SECTION 7
QUALIFIED PERFORMANCE-BASED AWARDS
A.      Section 162(m) Exemption . The provisions of this Plan are intended to ensure that all Options and Stock Appreciation Rights granted hereunder to any Award Recipient who is or may be a "covered employee" (within the meaning of Section 162(m)(3) of the Code) or otherwise subject to Section 162(m) in the tax year in which such Option or Stock Appreciation Right is expected to be deductible to the Corporation qualify for the Section 162(m) Exemption, and all such Awards shall therefore be considered Qualified Performance-Based Awards and this Plan shall be interpreted and operated consistent with that intention (including, without limitation, to require that all such Awards be granted by a committee composed solely of members who satisfy the requirements for being "outside directors" for purposes of the Section 162(m) Exemption (" Outside Directors ")). When granting any Award other than an Option or Stock Appreciation Right, the Committee may designate such Award as a Qualified Performance-Based Award, based upon a determination that (i) the recipient is or may be a "covered employee" (within the meaning of Section 162(m)(3) of the Code) or otherwise subject to Section 162(m) with respect to such Award, and (ii) the Committee wishes such Award to qualify for the Section 162(m) Exemption, and the terms of any such Award (and of the grant thereof) shall be consistent with such designation (including, without limitation, that all such Awards be granted by a committee composed solely of Outside Directors).
B.      Limitation on Amendment . Each Qualified Performance-Based Award (other than an Option or Stock Appreciation Right) shall be earned, vested and payable (as applicable) only upon the achievement of one or more Performance Measures, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate, and no Qualified Performance-Based Award may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under this Plan with respect to a Qualified Performance-Based Award, in any manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption; provided, however , that (i) the Committee may provide, either in connection with the grant of the applicable Award or by amendment thereafter, that achievement of such Performance Measure will be waived upon the death or Disability of the Award Recipient (or under any other circumstance with respect to which the existence of such possible waiver will not cause the Award to fail to qualify for the Section 162(m) Exemption), and (ii) any rights to vesting or accelerated payment on a Change of Control shall apply notwithstanding this Section 7(B).
C.      Maximum Cash Award . For purposes of the Section 162(m) Exemption, the maximum amount of compensation payable with respect to an Award granted under the Plan to any Award Recipient who is a "covered employee" (as defined in Section 162(m)

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of the Code) that is denominated as a dollar amount will not exceed $5,000,000 for any calendar year.
D.      Limitation on Action by the Full Board . The full Board shall not be permitted to exercise authority granted to the Committee to the extent that the grant or exercise of such authority would cause an Award designated as a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.
SECTION 8
SECTION 409A OF THE CODE
It is the intention of the Corporation that no Award shall be "deferred compensation" subject to Section 409A of the Code, unless and to the extent that the Committee specifically determines otherwise, and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. If the Committee determines that an Award is subject to Section 409A of the Code, then the Award shall be paid or settled only upon the Award Recipient's death, Disability, or Separation from Service, or upon a Change of Control, or upon such date(s) or pursuant to a schedule designated by the Committee, as specified in the applicable Award Agreement, subject to the following provisions:
1.      Delay for Specified Employees . Notwithstanding any provision of this Plan or the terms of an Award Agreement to the contrary, an Award that is granted to a Specified Employee and that is to be paid or settled upon such Specified Employee's Separation from Service shall not be paid or settled prior to the earlier of (i) the first business date following six months after the date of such Specified Employee's Separation from Service or (ii) the Specified Employee's death.
2.      Distribution in the Event of Income Inclusion Under Code Section 409A . If an Award fails to meet the requirements of Section 409A of the Code, the Award Recipient may receive payment in connection with the Award before the Award would otherwise be paid, provided, however, that the amount paid to the Award Recipient shall not exceed the lesser of: (i) the amount payable under such Award, or (ii) the amount to be reported pursuant to Section 409A of the Code on the applicable Form W-2 (or Form 1099) as taxable income to the Award Recipient.
3.      Distribution Necessary to Satisfy Applicable Tax Withholding . If the Corporation is required to withhold amounts to pay the Award Recipient’s portion of the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) or 3121(v)(2) with respect to an amount that is or will be paid to the Award Recipient under the Award before the amount otherwise would be paid, the Committee may withhold an amount equal to the lesser of: (i) the amount payable under such Award, or (ii) the aggregate of the FICA taxes imposed and the income tax withholding related to such amount.
4.      Delay in Payments Subject to Code Section 162(m) . In the event the Corporation reasonably anticipates that the payment of benefits under an Award

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would result in the loss of the Corporation's Federal income tax deduction with respect to such payment due to the application of Code Section 162(m), the Committee may delay the payment of all such benefits under the Award until (i) the first taxable year in which the Corporation reasonably anticipates, or should reasonably anticipate, that if the payment were made during such year, the deduction of such payment would not be barred by application of Code Section 162(m) or (ii) during the period beginning with the date of the Award Recipient's Separation from Service (or, for Specified Employees, the date which is six (6) months after the date of the Award Recipient's Separation from Service) and ending on the later of (A) the last day of the taxable year of the Corporation which includes such date or (B) the 15th day of the third month following the date of the Award Recipient's Separation from Service (or, for Specified Employees, the date which is six (6) months after the date of the Award Recipient's Separation from Service).
5.      Delay for Payments in Violation of Federal Securities Laws or Other Applicable Law . In the event the Corporation reasonably anticipates that the payment of benefits under an Award would violate Federal securities laws or other applicable law, the Committee may delay the payment until the earliest date at which the Corporation reasonably anticipates that making of such payment would not cause such violation.
6.      Delay for Insolvency or Compelling Business Reasons . In the event the Corporation determines that the making of any payment of benefits on the date specified under an Award would jeopardize the ability of the Corporation to continue as a going concern, the Committee may delay the payment of benefits until the first calendar year in which the Corporation notifies the Committee that the payment of benefits would not have such effect.
7.      Administrative Delay in Payment . In the case of administrative necessity, the payment of benefits under an Award may be delayed up to the later of the last day of the calendar year in which payment would otherwise be made or the 15th day of the third calendar month following the date on which payment would otherwise be made. Further, if, as a result of events beyond the control of the Award Recipient (or following the Award Recipient's death, the Award Recipient's Beneficiary), it is not administratively practicable to calculate the amount of benefits due to the Award Recipient as of the date on which payment would otherwise be made, the payment may be delayed until the first calendar year in which calculation of the amount is administratively practicable.
8.      No Award Recipient Election . Notwithstanding the foregoing provisions, if the period during which payment of benefits under an Award will be made occurs, or will occur, in two calendar years, the Award Recipient shall not be permitted to elect the calendar year in which the payment shall be made.


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SECTION 9
WITHHOLDING OF TAXES
The Corporation will, as permitted by applicable law, withhold an amount no less than the minimum and no more than the maximum statutory Federal, state and/or local withholding taxes (or such lesser amount as is necessary to avoid adverse accounting treatment for the Corporation) no later than the date as of which an amount first becomes includible in the gross income of an Award Recipient for Federal, state, local or foreign income or employment or other tax. Unless otherwise provided in the applicable Award Agreement, each Award Recipient may satisfy any such tax withholding obligation by any of the following means, or by a combination of such means: (i) a cash payment; (ii) by delivery to the Corporation of already-owned Shares which have been held by the individual for at least six (6) months having a Fair Market Value, as of the Tax Withholding Date, sufficient to satisfy the amount of the withholding tax obligation arising from an exercise or vesting of an Award; (iii) by authorizing the Corporation to withhold from the Shares otherwise issuable to the individual pursuant to the exercise or vesting of an Award, a number of shares having a Fair Market Value, as of the Tax Withholding Date, which will satisfy the amount of the withholding tax obligation; or (iv) by a combination of such methods of payment. If the amount requested is not paid, the Corporation may refuse to satisfy the Award. The obligations of the Corporation under the Plan shall be conditional on such payment or arrangements, and the Corporation and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Award Recipient. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Shares.

SECTION 10
AMENDMENT AND TERMINATION
A.      Amendments to and Termination of the Plan . The Committee or the Board may amend, alter, or discontinue the Plan at any time by written resolution, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the Award Recipients with respect to a previously granted Award without such Award Recipient's consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Corporation's stockholders to the extent such approval is required by applicable law (including Section 422 of the Code) or the listing standards of the applicable stock exchange.
B.      Amendments to Awards . Subject to Section 6(H), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall cause a Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption or, without the Award Recipient's consent, materially impair the rights of any Award Recipient with respect to an Award, except such an amendment made to cause

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the Plan or Award to comply with applicable law, stock exchange rules or accounting rules. Furthermore, no amendment may be made to a NQSO Award or a SAR Award which would cause the exercise price or the grant price (as applicable) to be less than 100% of the Fair Market Value of one Share as of the Date of Grant except as provided in Section 3(D).
C.      Payment of Benefits Upon Termination of Plan . Upon termination of the Plan, the Corporation may settle any outstanding Award that is not subject to Code Section 409A as soon as is practicable following such termination and may settle any outstanding Award that is subject to Code Section 409A in accordance with one of the following:
1.      the termination and liquidation of the Plan within twelve (12) months of a complete dissolution of the Corporation taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(A); provided that the amounts deferred under this Plan are included in the Participants' gross incomes in the latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): (i) the calendar year in which the Plan is terminated; (ii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

2.      the termination and liquidation of the Plan pursuant to irrevocable action taken by the Committee or the Corporation within the thirty (30) days preceding or the twelve (12) months following a Change of Control; provided that all Aggregated Plans are terminated and liquidated with respect to each Participant that experienced the Change of Control, so that under the terms of the termination and liquidation, all such Participants are required to receive all amounts of deferred compensation under this Plan and any other Aggregated Plans within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan and the Committee or the Corporation, as the case may be, takes all necessary action to terminate and liquidate such other Aggregated Plans;
3.      the termination and liquidation of the Plan, provided that: (i) the termination and liquidation does not occur proximate to a downturn in the Corporation's financial health; (2) the Committee or the Corporation, as the case may be, terminates and liquidates all Aggregated Plans; (3) no payments in liquidation of this Plan are made within twelve (12) months of the date the Committee or the Corporation irrevocably takes all necessary action to terminate and liquidate this Plan, other than payments that would be payable under the terms of this Plan if the action to terminate and liquidate this Plan had not occurred; (4) all payments are made within twenty four (24) months of the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate this Plan; and (5) the Corporation does not adopt a new Aggregated Plan at any time within three (3) years following the date on which the Committee or the Corporation irrevocably takes all action necessary to terminate and liquidate the Plan.

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SECTION 11
MISCELLANEOUS PROVISIONS
A.      Conditions for Issuance . The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Corporation in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or Award Agreements made pursuant thereto, with respect to any Award other than an Award that is subject to Code Section 409A, the Corporation shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the applicable stock exchange; (ii) any registration or other qualification of such Shares of the Corporation under any state or Federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or Federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable, and, with respect to any Award that is subject to Code Section 409A, the Corporation shall not be required to issue or deliver any certificate or certificates for Shares under the Plan if the Corporation reasonably anticipates that such issuance or delivery would violate applicable Federal securities laws or other applicable law, provided the Corporation issues or delivers the Shares at the earliest date on which the Corporation reasonably anticipates that such issuance or delivery would not cause such violation.
B.      Additional Compensation Arrangements . Nothing contained in the Plan shall prevent the Corporation or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees. Participation in the Plan shall not affect an individual's eligibility to participate in any other benefit or incentive plan of the Corporation.
C.      No Contract of Employment or Rights to Awards . The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Corporation or any Subsidiary or Affiliate to terminate the employment of any employee at any time. No employee or other person shall have any claim or right to receive an Award under the Plan. Receipt of an Award shall not confer upon the Award Recipient any rights of a stockholder with respect to any Shares subject to such Award except as specifically provided in the Agreement relating to the Award.
D.      Limitation on Dividend Reinvestment and Dividend Equivalents . Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the reinvestment of dividend equivalent rights in additional Restricted Stock

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Units payable in Shares shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available, such reinvestment of dividends and dividend equivalent rights shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such reinvestment and the terms of which Restricted Stock Units shall provide for settlement in cash.
E.      Subsidiary Employees . In the case of a grant of an Award to any employee of a Subsidiary of the Corporation, the Corporation may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled shall revert to the Corporation.
F.      Governing Law and Interpretation . The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws, except to the extent preempted by Federal law. To the extent that any Award is subject to Code Section 409A, the terms of the Award Agreement and this Plan shall be construed and interpreted in accordance with Code Section 409A and the Regulations and interpretative guidance promulgated thereunder. The captions of this Plan are not part of the provisions hereof and shall have no force or effect.
G.      Foreign Employees and Foreign Law Considerations . The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Corporation to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.
H.      Expenses . The expenses of the Plan shall be borne by the Corporation.
I.      Acceptance of Terms . By accepting an Award under the Plan or payment pursuant to any Award, each Award Recipient, legal representative and Beneficiary shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Committee or the Corporation. A breach by any Award Recipient, his or her Beneficiary(ies), or legal representative, of any restrictions, terms or conditions contained in the Plan, any Award Agreement, or otherwise established by the Committee with respect to any Award will, unless waived in whole or in part by the Committee, cause a forfeiture of such Award.

22

J.     Vesting . Subject to Section 4(A) of this Plan, and except as otherwise required by applicable law or the applicable rules of a stock exchange, full value equity awards under this Plan that are based on time vesting shall have a minimum vesting period of three years, and full value equity awards under this Plan that are based on performance vesting shall have a minimum vesting period of one year; provided, however, that this Section 11(J) shall have no applicability to equity awards granted prior to February 22, 2011.
SECTION 12
EFFECTIVE AND TERMINATION
The Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan was originally adopted by the Board on March 28, 2006 and was effective on May 16, 2006, the date of stockholder approval. It was subsequently amended and restated effective November 14, 2006, December 31, 2008, April 27, 2010 and February 22, 2011. This Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan was adopted by the Board and approved by the Governance, Compensation and Nominating Committee on February 26, 2013, as an amendment and restatement of the prior version of the Plan, and will be effective on the date that it is approved by at least a majority of the shares of the Corporation present and entitled to vote, at a meeting of the Corporation’s stockholders at which there is a quorum (the " Effective Date "). The Plan will terminate on the tenth (10 th ) anniversary of the Effective Date, unless earlier terminated in accordance with Section 10. Awards outstanding as of the date of termination of the Plan shall not be affected or impaired by the termination of the Plan.
Prior Plan Versions:
Compensation Committee/Governance, Compensation and Nominating Committee Approved: February 22, 2006 (Original Plan); Prior Amendments and Restatements were Approved November 14, 2006; November 18, 2008 (effective December 31, 2008); February 16, 2010 (2010 Amendment and Restatement) (effective April 27, 2010); and February 22, 2011.

Board Approved: March 28, 2006 (Original Plan); Prior Amendments and Restatements were Approved November 14, 2006; November 18, 2008 (effective December 31, 2008); February 16, 2010 (2010 Amendment and Restatement) (effective April 27, 2010); and February 22, 2011.

Stockholders Approved: May 16, 2006 (Original Plan) and April 27, 2010 (2010 Amendment and Restatement).

2013 Amendment and Restatement :
Governance, Compensation and Nominating Committee Approved : February 26, 2013; Further Amendment and Restatement was Approved January 18, 2017.
Board Approved : February 26, 2013.

23

Stockholders Approved: April 23, 2013.

24

EXHIBIT A

CHANGE OF CONTROL

A.      For the purpose of this Plan, a "Change of Control" shall mean:
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

25

vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the company resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the company resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
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, 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

26

40% of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions.
The determination of whether a Change of Control has occurred under this Section B of Exhibit A shall be made by the Committee in accordance with the provisions of Code Section 409A and the Regulations promulgated thereunder.

27





COMERICA INCORPORATED
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated as of GRANT DATE (the “Grant Date”) is between Comerica Incorporated (the “Company”) and NAME (the “Optionee”). Unless otherwise defined herein, capitalized terms used herein are defined in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the “Plan”). A copy of the Plan will be provided to the Optionee upon request.
WITNESSETH:
1.     Grant of Option. Pursuant to the provisions of the Plan, the Company hereby awards the Optionee, subject to the terms and conditions of the Plan (incorporated herein by reference), and subject further to the terms and conditions in this Agreement, the right and option to purchase from the Company, all or any part of an aggregate of XXX shares (the "Shares") of common stock ($5.00 par value per Share) of the Company at the purchase price of $XX.XX per Share (the "Option").
2.     Expiration Date. The Option shall expire on EXPIRATION DATE (the “Expiration Date”), unless it is cancelled and/or forfeited earlier in accordance with the provisions of the Plan or this Agreement.
3.     Vesting of the Option . Except as otherwise provided in the Plan or this Agreement, 25% of the Shares covered by this Option shall become vested and exercisable on the first anniversary of the Grant Date, and 25% shall become vested and exercisable on each of the subsequent three anniversaries of the first vesting date, provided that the Optionee is employed by the Company on each such applicable vesting date. Any fraction of a Share that becomes vested and exercisable on any date will be rounded down to the next lowest whole number, with any such fraction added to the portion of the Option (if any) becoming vested and exercisable on the following vesting date.
4.     Special Vesting and Forfeiture Terms .
a)
Forfeiture Resulting From Acts Occurring During the Grant Year . Notwithstanding any other provision of the Agreement, if it shall be determined at any time subsequent to the Grant Date that Optionee has, during the calendar year in which the Grant Date occurs (the “Grant Year”), (i) failed to comply with Company policies and procedures, including the Code of Business Conduct and Ethics or the Senior Financial Officer Code of Ethics (if applicable), (ii) violated any law or regulation, (iii) engaged in negligent or willful misconduct, (iv) engaged in activity resulting in a significant or material Sarbanes-Oxley control deficiency, or (v) demonstrated poor risk management or lack of judgment in discharge of Company duties, and such failure, violation, misconduct, activity or behavior (1) demonstrates an inadequate sensitivity to the inherent risks of Optionee’s business line or functional area, and (2) results in, or is reasonably likely to result in, a material adverse impact (whether financial or reputational) on the Company or Optionee’s business line or functional area, all or part of the Option granted under the Agreement that has not yet become vested at the time of such determination may be cancelled and, if so cancelled will not become exercisable. “Inadequate sensitivity” to risk is demonstrated by imprudent activities that subject the Company to risk outcomes in future periods, including risks that may not be apparent at the time the activities are undertaken.
b)
Forfeiture of Option for Acts Occurring in Years other than the Grant Year . Notwithstanding any other provisions of the Agreement, if the Optionee receives one or more equity awards in any calendar years other than the Grant Year (an “Other Grant Year”) pursuant to an Award Agreement that contains a clause substantially similar to paragraph (a) above, and it shall be determined that Optionee, as a result of risk-related behavior, should be subject to the forfeiture of all or part of any such award granted in such Other Grant Year in accordance with the terms of such clause, then the unvested portion of the Option granted under this Agreement shall be subject to forfeiture to the extent necessary to equal the Unsatisfied Forfeiture Value (as defined below). The term “Unsatisfied Forfeiture Value” shall mean the value (as determined by the Committee in its absolute discretion) of any portion of the Award determined by the Committee to be subject to forfeiture with respect to the Other Grant Year (without regard to whether or not some portion thereof has already vested) that has in fact vested prior to such determination by the Committee. All or a portion of the Option granted under this Agreement that has not yet become vested shall be subject to forfeiture in order to satisfy as much as possible of the Unsatisfied Forfeiture Value, and the valuation of the Option for such purpose shall be determined in the absolute discretion of the Committee.






5.
Exercise of the Option. To the extent vested, this Option may be exercised at any time prior to its Expiration Date, cancellation or forfeiture, as follows:
a)
Upon the Optionee's Termination of Employment for any reason other than Retirement, Disability or death, the then vested portion of this Option shall be exercisable until the earlier of (i) the 90 th day after the Optionee’s Termination of Employment and (ii) the Option Expiration Date, and to the extent not exercised prior to such date, this Option will be cancelled. Any portion of this Option that is not vested on the date of Termination of Employment for any reason other than Retirement, Disability or death will be cancelled effective as of the date of Termination of Employment.
b)
Upon the Optionee's Termination of Employment due to Retirement, except as otherwise provided in paragraph 5(d) below, this Option will continue to vest and become exercisable in accordance with paragraph 3 above, and any vested portion of this Option as of the date of Termination (or that vests thereafter in accordance with the foregoing) shall remain exercisable until the Expiration Date.
c)
Upon the Optionee’s Termination of Employment due to Disability, this Option, to the extent vested at the date of the Optionee’s Termination of Employment, will continue to be exercisable until the earlier of (i) the third anniversary of the Optionee’s Termination of Employment and (ii) the Option Expiration Date, and to the extent not exercised prior to such date, this Option will be cancelled. Any portion of this Option that is not vested on the date of Termination of Employment due to Disability will be cancelled effective as of the date of Termination of Employment.
d)
Upon the Optionee’s death (whether during employment with the Company or during any applicable post-termination exercise period), this Option, to the extent vested at the date of the Optionee’s death, will continue to be exercisable by the Beneficiary(ies) of the Optionee until the earlier of (i) the first anniversary of the Optionee’s death and (ii) the Option Expiration Date (subject to any shortening of the Expiration Date due to the Optionee’s Disability or Termination of Employment for any other reason, in each case, prior to the Optionee’s death). Any portion of this Option that is not vested on the date of the Optionee’s death (whether during employment with the Company or during any applicable post-termination exercise period) will be cancelled effective as of the date of death.

Notwithstanding the foregoing or anything in this Agreement to the contrary, this Option shall be 100% fully vested and immediately exercisable upon the occurrence of a Change of Control of the Company (unless the Option was cancelled, forfeited or expired prior to the Change of Control).
The Optionee shall initiate the exercise of the vested portion of this Option by following the notice process established by the Company for such purpose, and shall therein specify the number of Shares being exercised, the purchase price per share and the Grant Date. Any such notice of exercise shall be accompanied by payment of the aggregate purchase price for such Shares. The Optionee shall, to the extent permitted by law, have the right to pay the exercise price by authorizing the Company to withhold from the Shares otherwise issuable to the Optionee upon exercise of the Option, a number of Shares having a Fair Market Value, as of the date of exercise, which will satisfy the full exercise price.
As a condition to exercising this Option in whole or in part, the Optionee will pay, or make provisions satisfactory to the Company for payment of, any Federal, state and local taxes required to be withheld in connection with such exercise. The Optionee shall, to the extent permitted by law, have the right to satisfy tax withholding obligations (provided the amount withheld does not exceed the maximum statutory tax rate in the Award Recipient’s applicable tax jurisdiction or such lesser amount as is necessary to avoid adverse accounting treatment for the Company) in connection with such exercise by authorizing the Company to withhold from the Shares otherwise issuable to the Optionee upon exercise of the Option, a number of Shares having a Fair Market Value, as of the Tax Withholding Date, which will satisfy the amount of the withholding tax obligation.
6.     Cancellation of Option . The Committee has the right to cancel all or any portion of the Option granted herein in accordance with Section 4 of the Plan if the Committee determines in good faith that the Optionee has done any of the following: (i) committed a felony; (ii) committed fraud; (iii) embezzled;(iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company; or (vii) engaged in conduct that adversely affected the Company.
The Delegate shall have the power and authority to suspend the vesting of and the right to exercise all or any portion of the Option, whether vested or not vested, granted under this Agreement if the Delegate makes in good faith the determination described in the preceding sentence. Any such suspension of an Option shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. This paragraph 6 shall have no application following a Change of Control of the Company.
7.     Compliance With Laws and Regulations. This Option and the obligation of the Company to sell and deliver the Shares hereunder shall be subject to all applicable laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.





8.     Optionee Bound By Plan. The Optionee agrees to be bound by all terms and provisions of this Agreement and of the Plan, including terms and provisions adopted after the granting of this Option but prior to the complete exercise of the Option. In the event any provisions hereof are inconsistent with those of the Plan, the provisions of the Plan shall control. By accepting the Option or exercising any portion of it, the Optionee signifies his or her understanding of the terms and conditions of this Agreement and the Plan.
9.     Notices. Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Executive Compensation, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company will address any notice to the Optionee to the Optionee's current address according to the Company's personnel files. All written notices provided in accordance with this paragraph shall be deemed to be given when (a) delivered to the appropriate address(es) by hand or by a nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile to the appropriate facsimile number(s), with confirmation by telephone of transmission receipt; or (c) received by the addressee(s), if sent by U.S. mail to the appropriate address or by Company inter-office mail to the appropriate mail code. Either party may designate in writing some other address or facsimile number for notice under this Agreement.
10.     Nontransferability. This Option shall not be transferable other than by will or by the laws of intestacy; provided, however , that the Optionee may, in the manner established by the Committee, designate a Beneficiary to exercise the rights of the Optionee and to receive any property distributable with respect to the Option upon the death of the Optionee. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee, or, if permissible under applicable law, by the Optionee's guardian or legal representative. The Option and any rights under it may not be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof contrary to the Plan or this Agreement shall be void and unenforceable against the Company or any Affiliate.
11.     Force and Effect. The various provisions of this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.
12.     Successors. This Agreement shall be binding upon and inure to the benefit of the successors of the respective parties.
13.     No Right to Continued Employment. Nothing in the Plan or this Agreement shall confer on the Optionee any right to continue in the employment of the Company or its Affiliates or in any way affect the Company's or its Affiliates' right to terminate the Optionee’s employment without prior notice at any time for any reason or for no reason.
14.     Voluntary Participation. Participation in the Plan is voluntary. The value of the Option is an extraordinary item of compensation outside the scope of the Optionee’s employment contract, if any. As such, the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
15.     Recoupment . In addition to the cancellation provisions of paragraphs 4 and 6, this Award shall be subject to the terms of the recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act; provided, however, to the extent permitted by applicable law, the Company’s recoupment (clawback) policy shall have no application to this Award following a Change of Control of the Company.






IN WITNESS WHEREOF, Comerica Incorporated has caused this Agreement to be executed by an appropriate officer and the Optionee has executed this Agreement, both as of the day and year first above written.

COMERICA INCORPORATED

By: __________________________
__________________________
__________________________
Name:    
XXXXXXX
Employee ID Number
Title:    
Employee
 
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




Restricted Stock Award Agreement        


COMERICA INCORPORATED
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT (the "Agreement") between Comerica Incorporated (the "Company") and NAME (the “Award Recipient”) is effective as of GRANT DATE (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the "Plan"). The Company will provide a copy of the Plan to the Award Recipient upon request.
WITNESSETH:
1.     Award of Stock . Pursuant to the provisions of the Plan, the Company hereby awards the Award Recipient, subject to the terms and conditions of the Plan (incorporated herein by reference), and subject further to the terms and conditions in this Agreement, XXX Shares of $5.00 par value common stock of the Company (the "Stock Award").
2.     Vesting of Stock Award . The unvested portion of the Stock Award is subject to forfeiture. Subject to the terms of the Plan and this Agreement, including without limitation, fulfillment of the employment requirements in paragraph 5 below, the Stock Award will vest and become free of restrictions in accordance with the following schedule (except in the case of the Award Recipient’s earlier death or Disability or an earlier Change of Control of the Company): 50% of the Shares covered by this Stock Award shall vest and become free of restrictions on the third anniversary of the Effective Date of this Stock Award and 25% of the Shares covered by this Stock Award shall vest and become free of restrictions on each of the fourth and fifth anniversaries of the Effective Date. Any fraction of a Share that would otherwise vest on any date will be rounded down to the next lowest whole number, with any such fraction added to the portion of the Stock Award that vests and becomes free of restrictions on the next vesting date.
As soon as administratively feasible after the vesting of any portion of the Stock Award and the satisfaction of any applicable taxes pursuant to paragraph 13 of this Agreement, the Company will deliver to the Award Recipient (or to the designated Beneficiary of the Award Recipient if the Award Recipient is not then living) evidence of his or her ownership (by book entry or certificate), of the Shares subject to the Stock Award that have vested and for which any applicable taxes have been paid.
3.     Special Vesting and Forfeiture Terms .
(A) Forfeiture Resulting From Acts Occurring During the Grant Year. Notwithstanding the provisions of Section 2 hereof, if it shall be determined at any time subsequent to the Effective Date that Award Recipient has, during the calendar year in which the Effective Date occurs (the “Grant Year”), (i) failed to comply with Company policies and procedures, including the Code of Business Conduct and Ethics or the Senior Financial Officer Code of Ethics (if applicable), (ii) violated any law or regulation, (iii) engaged in negligent or willful misconduct, (iv) engaged in activity resulting in a significant or material Sarbanes-Oxley control deficiency, or (v) demonstrated poor risk management or lack of judgment in discharge of Company duties, and such failure, violation, misconduct, activity or behavior (1) demonstrates an inadequate sensitivity to the inherent risks of Award Recipient’s business line or functional area, and (2) results in, or is reasonably likely to result in, a material adverse impact (whether financial or reputational) on the Company or Award Recipient’s business line or functional area, all or part of the Shares covered by this Stock Award that have not yet become vested at the time of such determination may be cancelled and forfeited. “Inadequate sensitivity” to risk is demonstrated by imprudent activities that subject the Company to risk outcomes in future periods, including risks that may not be apparent at the time the activities are undertaken.
(B) Forfeiture of Units for Acts Occurring in Years other than the Grant Year. Notwithstanding the provisions of Section 2 hereof, if the Award Recipient receives one or more equity awards in any calendar years other than the Grant Year (an “Other Grant Year”) pursuant to an Award Agreement that contains a clause substantially similar to paragraph (A) above, and it shall be determined that Award Recipient, as a result of risk-related behavior, should be subject to the forfeiture of all or part of any such award granted in such Other Grant Year in accordance with the terms of such clause, then the unvested Units granted under this Agreement shall be subject to forfeiture to the extent necessary to equal the Unsatisfied Forfeiture Value (as defined below). The term “Unsatisfied Forfeiture Value” shall mean the value (as determined by the Committee in its absolute discretion) of any portion of the Award determined by the Committee to be subject to forfeiture with respect to the Other Grant Year (without regard to whether or not some portion thereof has already vested) that has in fact vested prior to such determination by the Committee. All or a portion of unvested Shares granted under this Agreement shall be subject to forfeiture in order to satisfy as much as possible of the Unsatisfied Forfeiture Value, and the valuation of such Shares for such purpose shall be determined in the absolute discretion of the Committee.

Restricted Stock Award Agreement        


4.     Cancellation of Stock Award . The Committee has the right to cancel for no consideration all or any portion of the Stock Award in accordance with Section 4 of the Plan if the Committee determines in good faith that the Award Recipient has done any of the following: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company; or (vii) engaged in conduct that adversely affected the Company.
The Delegate shall have the power and authority to suspend the vesting of or the right to receive the Shares in respect of all or any portion of the Stock Award if the Delegate makes in good faith the determination described in the preceding sentence. Any such suspension of a Stock Award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. This paragraph 4 shall have no application following a Change of Control of the Company.
5.     Employment Requirements . Except as provided in this Agreement, in order to vest in and not forfeit the Stock Award (or portion thereof, as the case may be), the Award Recipient must remain employed by the Company or one of its Affiliates until the Stock Award (or portion thereof) has vested. If there is a Termination of Employment for any reason (other than due to death or Disability) before a portion of the Stock Award has fully vested, the Award Recipient will forfeit any portion of the Stock Award that has not vested immediately following the Termination of Employment unless the Committee determines otherwise. If there is a Termination of Employment due to the death or Disability of the Award Recipient prior to this Stock Award fully vesting, the unvested portion of the Stock Award will vest as of the date of the Award Recipient’s Termination of Employment due to death or Disability.
6.     Effect of a Change of Control . This Stock Award will vest and become free of restrictions on the date a Change of Control of the Company occurs.
7.     Nontransferability . No portion of the Shares underlying this Stock Award that have not yet vested, nor any of the rights pertaining thereto or under this Agreement, shall be transferable other than by will or the laws of intestacy until it has vested; provided, however , that the Award Recipient may, in the manner established by the Committee, designate a Beneficiary to receive any property distributable with respect to the Stock Award upon the death of the Award Recipient. The unvested Shares underlying the Stock Award and any rights pertaining thereto or under this Agreement may not be pledged, alienated, attached or otherwise encumbered. Any purported pledge, alienation, attachment or encumbrance of the Stock Award contrary to the provisions of this Agreement or the Plan shall be void and unenforceable against the Company or any Affiliate.
8.     Voting and Dividends . The Award Recipient shall have the right to vote the Shares underlying any portion of the Stock Award that has not vested and to receive any cash dividends or cash distributions that may be paid with respect thereto. Subject to the terms of the Plan, in the event of a stock dividend, stock distribution, stock split, division of shares or other corporate structure change which results in the issuance of additional Shares with respect to any unvested Share of the Stock Award, such additional Shares will be subject to the same restrictions and vesting requirements as are applicable to such unvested Share of the Stock Award.
9.     No Right to Continued Employment. Nothing in the Plan or this Agreement shall confer on the Award Recipient any right to continue in the employment of the Company or its Affiliates for any given period or on any specified terms nor in any way affect the Company's or its Affiliates' right to terminate the Award Recipient’s employment without prior notice at any time for any reason or for no reason.
10.     Compliance with Laws and Regulations . The Stock Award and the obligation of the Company to deliver the Shares subject to the Stock Award are subject to compliance with all applicable laws, rules and regulations, to receipt of any approvals by any government or regulatory agency as may be required, and to any determinations the Company may make regarding the application of all such laws, rules and regulations.
11.     Binding Nature of Plan . The Award Recipient agrees to be bound by all terms and provisions of the Plan and related administrative rules and procedures, including terms and provisions and administrative rules and procedures adopted and/or modified after the granting of the Stock Award. In the event any provisions of this Agreement are inconsistent with those of the Plan, the provisions of the Plan shall control.
12.     Notices . Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Executive Compensation, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company will address any notice to the Award Recipient to his or her current address according to the Company's personnel files. All written notices provided in accordance with this paragraph shall be deemed to be given when (a) delivered to the appropriate address(es) by hand or by a nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile to the appropriate facsimile number, with confirmation by telephone of transmission receipt; or (c) received by the addressee, if sent by U.S. mail to the appropriate address or by Company inter-office mail to the appropriate mail code. Either party may designate in writing some other address or facsimile number for notice under this Agreement.

Restricted Stock Award Agreement        

13.     Withholding . No later than the date as of which an amount first becomes includible in the gross income of the Award Recipient for Federal income tax purposes with respect to any Shares subject to this Stock Award, the Award Recipient shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all Federal, state and local income and employment taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The Award Recipient authorizes the Company to withhold from his or her compensation to satisfy any income and employment tax withholding obligations in connection with the Stock Award. The Award Recipient agrees that the Company may delay removal of the restrictive legend until proper payment of such taxes has been made by the Award Recipient. The Award Recipient shall, to the extent permitted by law, have the right to satisfy tax withholding obligations (provided the amount withheld does not exceed the maximum statutory tax rate in the Award Recipient’s applicable tax jurisdiction or such lesser amount as is necessary to avoid adverse accounting treatment for the Company) in connection with the Stock Award by authorizing the Corporation to withhold from the Shares otherwise issuable to the individual pursuant to the vesting of the Stock Award, a number of shares having a Fair Market Value, as of the Tax Withholding Date, which will satisfy the amount of the withholding tax obligation. Further, unless determined otherwise by the Committee, the Award Recipient may satisfy such obligations under this paragraph 13 by any other method authorized under Section 9 of the Plan.
14.     Recoupment . In addition to the cancellation provisions of paragraphs 3 and 4, Shares granted pursuant to this Agreement shall be subject to the terms of the recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act; provided, however, to the extent permitted by applicable law, the Company’s recoupment (clawback) policy shall have no application to this Award following a Change of Control of the Company.
15.     Voluntary Participation. Participation in the Plan is voluntary. The value of the Stock Award is an extraordinary item of compensation outside the scope of the Award Recipient’s employment contract, if any. As such, the Stock Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
16.     Force and Effect . The various provisions of this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.
17.     Successors . This Agreement shall be binding upon and inure to the benefit of the successors of the respective parties.
IN WITNESS WHEREOF, this Agreement has been executed by an appropriate officer of Comerica Incorporated and by the Award Recipient, both as of the day and year first above written.
COMERICA INCORPORATED

By: __________________________
__________________________
__________________________
Name:    
XXXXXXX
Employee ID Number
Title:    
Employee
 
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Restricted Stock Award Agreement            Page 1 of 3


COMERICA INCORPORATED
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT (the "Agreement") between Comerica Incorporated (the "Company") and NAME (the “Award Recipient”) is effective as of GRANT DATE (the “Effective Date”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time (the "Plan"). The Company will provide a copy of the Plan to the Award Recipient upon request.
WITNESSETH:
1.     Award of Stock . Pursuant to the provisions of the Plan, the Company hereby awards the Award Recipient, subject to the terms and conditions of the Plan (incorporated herein by reference), and subject further to the terms and conditions in this Agreement, XXX Shares of $5.00 par value common stock of the Company (the "Stock Award").
2.     Vesting of Stock Award . Until it is vested, the Stock Award is subject to forfeiture. Subject to the terms of the Plan and this Agreement, including without limitation, paragraph 6 and fulfillment of the employment requirements in paragraph 5 below, the Stock Award will vest and become free of restrictions on the third anniversary of the Effective Date of this Stock Award.
As soon as administratively feasible after the vesting of the Stock Award and the satisfaction of any applicable taxes pursuant to paragraph 13 of this Agreement, the Company will deliver to the Award Recipient (or to the designated Beneficiary of the Award Recipient if the Award Recipient is not then living) evidence of his or her ownership (by book entry or certificate), of the Shares subject to the vested Stock Award for which any applicable taxes have been paid.
3.     Special Vesting and Forfeiture Terms .
(A) Forfeiture Resulting From Acts Occurring During the Grant Year. Notwithstanding the provisions of Section 2 hereof, if it shall be determined at any time subsequent to the Effective Date that Award Recipient has, during the calendar year in which the Effective Date occurs (the “Grant Year”), (i) failed to comply with Company policies and procedures, including the Code of Business Conduct and Ethics or the Senior Financial Officer Code of Ethics (if applicable), (ii) violated any law or regulation, (iii) engaged in negligent or willful misconduct, (iv) engaged in activity resulting in a significant or material Sarbanes-Oxley control deficiency, or (v) demonstrated poor risk management or lack of judgment in discharge of Company duties, and such failure, violation, misconduct, activity or behavior (1) demonstrates an inadequate sensitivity to the inherent risks of Award Recipient’s business line or functional area, and (2) results in, or is reasonably likely to result in, a material adverse impact (whether financial or reputational) on the Company or Award Recipient’s business line or functional area, all or part of the Shares covered by this Stock Award that have not yet become vested at the time of such determination may be cancelled and forfeited. “Inadequate sensitivity” to risk is demonstrated by imprudent activities that subject the Company to risk outcomes in future periods, including risks that may not be apparent at the time the activities are undertaken.
(B) Forfeiture of Units for Acts Occurring in Years other than the Grant Year. Notwithstanding the provisions of Section 2 hereof, if the Award Recipient receives one or more equity awards in any calendar years other than the Grant Year (an “Other Grant Year”) pursuant to an Award Agreement that contains a clause substantially similar to paragraph (A) above, and it shall be determined that Award Recipient, as a result of risk-related behavior, should be subject to the forfeiture of all or part of any such award granted in such Other Grant Year in accordance with the terms of such clause, then the unvested Units granted under this Agreement shall be subject to forfeiture to the extent necessary to equal the Unsatisfied Forfeiture Value (as defined below). The term “Unsatisfied Forfeiture Value” shall mean the value (as determined by the Committee in its absolute discretion) of any portion of the Award determined by the Committee to be subject to forfeiture with respect to the Other Grant Year (without regard to whether or not some portion thereof has already vested) that has in fact vested prior to such determination by the Committee. All or a portion of unvested Shares granted under this Agreement shall be subject to forfeiture in order to satisfy as much as possible of the Unsatisfied Forfeiture Value, and the valuation of such Shares for such purpose shall be determined in the absolute discretion of the Committee.
4.     Cancellation of Stock Award . The Committee has the right to cancel for no consideration all or any portion of the Stock Award in accordance with Section 4 of the Plan if the Committee determines in good faith that the Award Recipient has done any of the following: (i) committed a felony; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company; or (vii) engaged in conduct that adversely affected the Company.
The Delegate shall have the power and authority to suspend the vesting of or the right to receive the Shares in respect of all or any portion of the Stock Award if the Delegate makes in good faith the determination described in the preceding sentence. Any such suspension of a Stock Award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. This paragraph 4 shall have no application following a Change of Control of the Company.

Restricted Stock Award Agreement            Page 2 of 3

5.     Employment Requirements . Except as provided in this Agreement, in order to vest in and not forfeit the Stock Award, the Award Recipient must remain employed by the Company or one of its Affiliates until the Stock Award has vested. If there is a Termination of Employment for any reason (other than due to death or Disability) before the Stock Award has vested, the Award Recipient will forfeit the Stock Award immediately following the Termination of Employment unless the Committee determines otherwise. If there is a Termination of Employment due to the death or Disability of the Award Recipient prior to this Stock Award vesting, the Stock Award will vest as of the date of the Award Recipient’s Termination of Employment due to death or Disability.
6.     Effect of a Change of Control . This Stock Award will vest and become free of restrictions on the date a Change of Control of the Company occurs.
7.     Nontransferability . Neither this Stock Award nor any of the rights pertaining thereto or under this Agreement, shall be transferable other than by will or the laws of intestacy until the Stock Award has vested; provided, however , that the Award Recipient may, in the manner established by the Committee, designate a Beneficiary to receive any property distributable with respect to the Stock Award upon the death of the Award Recipient. Prior to vesting, this Stock Award and any rights pertaining thereto or under this Agreement may not be pledged, alienated, attached or otherwise encumbered. Any purported pledge, alienation, attachment or encumbrance of the Stock Award contrary to the provisions of this Agreement or the Plan shall be void and unenforceable against the Company or any Affiliate.
8.     Voting and Dividends . The Award Recipient shall have the right to vote the Shares underlying the unvested Stock Award and to receive any cash dividends or cash distributions that may be paid with respect thereto. Subject to the terms of the Plan, in the event of a stock dividend, stock distribution, stock split, division of shares or other corporate structure change which results in the issuance of additional Shares with respect to any Share of the Stock Award prior to such Stock Award having vested, such additional Shares will be subject to the same restrictions and vesting requirements as are applicable to such unvested Share of the Stock Award.
9.     No Right to Continued Employment. Nothing in the Plan or this Agreement shall confer on the Award Recipient any right to continue in the employment of the Company or its Affiliates for any given period or on any specified terms nor in any way affect the Company's or its Affiliates' right to terminate the Award Recipient’s employment without prior notice at any time for any reason or for no reason.
10.     Compliance with Laws and Regulations . The Stock Award and the obligation of the Company to deliver the Shares subject to the Stock Award are subject to compliance with all applicable laws, rules and regulations, to receipt of any approvals by any government or regulatory agency as may be required, and to any determinations the Company may make regarding the application of all such laws, rules and regulations.
11.     Binding Nature of Plan . The Award Recipient agrees to be bound by all terms and provisions of the Plan and related administrative rules and procedures, including terms and provisions and administrative rules and procedures adopted and/or modified after the granting of the Stock Award. In the event any provisions of this Agreement are inconsistent with those of the Plan, the provisions of the Plan shall control.
12.     Notices . Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Executive Compensation, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company will address any notice to the Award Recipient to his or her current address according to the Company's personnel files. All written notices provided in accordance with this paragraph shall be deemed to be given when (a) delivered to the appropriate address(es) by hand or by a nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile to the appropriate facsimile number, with confirmation by telephone of transmission receipt; or (c) received by the addressee, if sent by U.S. mail to the appropriate address or by Company inter-office mail to the appropriate mail code. Either party may designate in writing some other address or facsimile number for notice under this Agreement.
13.     Withholding . No later than the date as of which an amount first becomes includible in the gross income of the Award Recipient for Federal income tax purposes with respect to any Shares subject to this Stock Award, the Award Recipient shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all Federal, state and local income and employment taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The Award Recipient authorizes the Company to withhold from his or her compensation to satisfy any income and employment tax withholding obligations in connection with the Stock Award. The Award Recipient agrees that the Company may delay removal of the restrictive legend until proper payment of such taxes has been made by the Award Recipient. The Award Recipient shall, to the extent permitted by law, have the right to satisfy tax withholding obligations (provided the amount withheld does not exceed the maximum statutory tax rate in the Award Recipient’s applicable tax jurisdiction or such lesser amount as is necessary to avoid adverse accounting treatment for the Company) in connection with the Stock Award by authorizing the Corporation to withhold from the Shares otherwise issuable to the individual pursuant to the vesting of the Stock Award, a number of shares having a Fair Market Value, as of the Tax Withholding Date, which will satisfy the amount of the withholding tax obligation.

Restricted Stock Award Agreement            Page 3 of 3

Further, unless determined otherwise by the Committee, the Award Recipient may satisfy such obligations under this paragraph 13 by any other method authorized under Section 9 of the Plan.
14.     Recoupment . In addition to the cancellation provisions of paragraphs 3 and 4, Shares granted pursuant to this Agreement shall be subject to the terms of the recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act; provided, however, to the extent permitted by applicable law, the Company’s recoupment (clawback) policy shall have no application to this Award following a Change of Control of the Company.
15.     Voluntary Participation. Participation in the Plan is voluntary. The value of the Stock Award is an extraordinary item of compensation outside the scope of the Award Recipient’s employment contract, if any. As such, the Stock Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
16.     Force and Effect . The various provisions of this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.
17.     Successors . This Agreement shall be binding upon and inure to the benefit of the successors of the respective parties.
IN WITNESS WHEREOF, this Agreement has been executed by an appropriate officer of Comerica Incorporated and by the Award Recipient, both as of the day and year first above written.
COMERICA INCORPORATED

By: __________________________
__________________________
__________________________
Name:    
XXXXXXX
Employee ID Number
Title:    
Employee
 
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






COMERICA INCORPORATED
SENIOR EXECUTIVE LONG-TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS AGREEMENT (this “ Agreement ”) between Comerica Incorporated (the “ Company ”) and XXXXXX (the “ Award Recipient ”) is effective as of XXXXXX (the “ Effective Date ”). Any undefined terms appearing herein as defined terms shall have the same meaning as they do in the Comerica Incorporated 2006 Long-Term Incentive Plan, as amended and/or restated from time to time, or any successor plan thereto (the “Plan”). The Company will provide a copy of the Plan to the Award Recipient upon request.

WITNESSETH:

1.
Award of Restricted Stock Units . Pursuant to the provisions of the Plan, the Company hereby awards the Award Recipient, subject to the terms and conditions of the Plan (incorporated herein by reference), and subject further to the terms and conditions in this Agreement, a target senior executive long-term performance plan restricted stock unit award (the “T arget SELTPP Award ”) equal to XXXXX senior executive long-term performance plan restricted stock units (“ SELTPP Units ”). The Target SELTPP Award shall be adjusted upward or downward (as applicable) based on the achievement of the Adjusted ROCE Goal and the TSR Modifier as provided in Schedule A attached hereto (the “ Performance Requirements ”). The number of SELTPP Units that the Award Recipient will receive under this Agreement, after giving effect to such adjustment, is referred to as the “Final Award Number.” Each SELTPP Unit shall represent an unfunded, unsecured right for the Award Recipient to receive one (1) share of the Company’s common stock, par value $5.00 per share (the “ Common Stock ”), as described in this Agreement. The “ Performance Period ” over which the Final Award Number will be determined shall be the period beginning January __, 20__ and ending December 31, 20__ . The Committee, shall, following the end of the Performance Period, determine whether and to the extent which the Performance Requirements for the Performance Period have been satisfied and the Final Award Number. The date of such determinations by the Committee for the Performance Period is referred to as the “ Determination Date .”
2.
Ownership Rights . The Award Recipient has no voting or other ownership rights in the Company arising from the award of SELTPP Units under this Agreement.
3.
Dividend Equivalents . Cash dividend equivalents (the “ Dividend Equivalents ”) shall accrue on the shares of Common Stock underlying the SELTTP Units, whether such SELTPP Units are vested or unvested, if cash dividends are declared by the Company’s Board of Directors on the Common Stock on or after the Effective Date. The Award Recipient shall be entitled to Dividend Equivalents with respect to a number of SELTPP Units equal to the Final Award Number. Such Dividend Equivalents will be in an amount of cash per SELTPP Unit equal to the cash dividend paid with respect to a share of outstanding Common Stock. Dividend Equivalents accrued prior to the Determination Date will be paid to the Award Recipient as soon as administratively feasible after the Determination Date (but in no event later than 45 days following the Determination Date).
4.
Vesting of Award . The unvested portion of the Award is subject to forfeiture. Subject to the terms of the Plan and this Agreement, including without limitation, achievement of the Performance Requirements as set forth in Schedule A and fulfillment of the employment requirements in paragraph 10 below, the Award will vest in accordance with the following schedule (except in the case of the Award Recipient’s earlier Separation from Service due to death, Disability or Retirement or the occurrence of a Change of Control, as set forth in paragraphs 7 and 8 below): the number of SELTPP Units equal to the Final Award Number shall vest on the Determination Date (or if such date is not a business day, the business day immediately following such date).

    

Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement            

 
5.
Special Vesting and Forfeiture Terms.
a.
Forfeiture Resulting From Acts Occurring During the Grant Year . Notwithstanding any other provision of this Agreement, if it shall be determined at any time subsequent to the Effective Date and prior to the Determination Date (or, in the case of a termination due to death or Disability, the date of Separation from Service) that the Award Recipient has, during the calendar year in which the Effective Date occurs (the “ Grant Year ”), (i) failed to comply with Company policies and procedures, including the Code of Business Conduct and Ethics or the Senior Financial Officer Code of Ethics (if applicable), (ii) violated any law or regulation, (iii) engaged in negligent or willful misconduct, (iv) engaged in activity resulting in a significant or material Sarbanes-Oxley control deficiency, or (v) demonstrated poor risk management or lack of judgment in discharge of Company duties, and such failure, violation, misconduct, activity or behavior (1) demonstrates an inadequate sensitivity to the inherent risks of Award Recipient’s business line or functional area, and (2) results in, or is reasonably likely to result in, a material adverse impact (whether financial or reputational) on the Company or Award Recipient’s business line or functional area, all or part of the SELTPP Units granted under this Agreement that have not yet become vested at the time of such determination may be cancelled and forfeited. “Inadequate sensitivity” to risk is demonstrated by imprudent activities that subject the Company to risk outcomes in future periods, including risks that may not be apparent at the time the activities are undertaken.
b.
Forfeiture of SELTPP Units for Acts Occurring in Years other than the Grant Year . Notwithstanding any other provisions of this Agreement, if the Award Recipient receives one or more equity awards in any calendar years other than the Grant Year (an “ Other Grant Year ”) pursuant to an Award Agreement that contains a clause substantially similar to paragraph (a) above, and it shall be determined that Award Recipient, as a result of risk-related behavior, should be subject to the forfeiture of all or part of any such award granted in such Other Grant Year in accordance with the terms of such clause, then the unvested portion of the Award granted under this Agreement shall be subject to forfeiture to the extent necessary to equal the Unsatisfied Forfeiture Value (as defined below). The term “ Unsatisfied Forfeiture Value ” shall mean the value (as determined by the Committee in its absolute discretion) of any portion of the Award determined by the Committee to be subject to forfeiture with respect to the Other Grant Year (without regard to whether or not some portion thereof has already vested) that has in fact vested prior to such determination by the Committee. All or a portion of the SELTPP Units granted under this Agreement that have not yet become vested shall be subject to forfeiture in order to satisfy as much as possible of the Unsatisfied Forfeiture Value, and the valuation of the Award for such purpose shall be determined in the absolute discretion of the Committee.
6.
Settlement . Once vested, the Award will be settled as follows:
a.
In General . Subject to the terms of the Plan and this Award Agreement, the vested portion of the Award shall be settled in Common Stock as soon as reasonably practicable following the Determination Date, provided that the Award Recipient is employed through the Determination Date or terminates employment prior thereto as a result of Retirement; provided , however , in the event of (x) the Award Recipient’s Separation from Service due to death or Disability or (y) a Change of Control (as defined in clause A of Exhibit A of the Plan), the Award shall vest and settle as of such earlier date set forth in paragraph 7 below (the applicable settlement date is referred to herein as the “ Settlement Date ”). On the Settlement Date, the Company shall issue or cause there to be transferred to the Award Recipient (or, in the case of the Award Recipient’s death, to the Award Recipient’s designated beneficiary or estate, as applicable or, in the case of the Award Recipient’s Disability, to the Award Recipient’s guardian or legal representative, if applicable and if permissible under applicable law) a number of whole shares of Common Stock equal to the Final Award Number (the “ Settlement Shares ”). Notwithstanding the foregoing, if the Award Recipient’s Separation from Service occurs due to Disability, any such settlement of the Award by reason of such Separation from Service shall be delayed for six months from the date of the Award Recipient’s Separation from Service if the Award Recipient is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of Separation from Service).

b.
Termination of Rights . Upon the issuance or transfer of Settlement Shares in settlement of the Award, the Award shall be settled in full and the Award Recipient (or his or her designated beneficiary or estate, in the case of death) shall have no further rights with respect to the Award.

c.
Certificates or Book Entry . On the Settlement Date, the Company shall, at the discretion of the Committee or its designee, either issue one or more certificates in the Award Recipient’s name for such Settlement Shares or evidence book-entry registration of the Settlement Shares in the Award Recipient’s name (or, in the case of death, to the Award Recipient’s designated beneficiary, if any). No fractional shares of Common Stock shall be issued in settlement of the SELTPP Units.

Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement            


d.
Conditions to Delivery . Notwithstanding any other provision of this Agreement, the Company shall not be required to evidence book-entry registration or issue or deliver any certificate or certificates representing Settlement Shares in the event the Company reasonably anticipates that such registration, issuance or delivery would violate Federal securities laws or other applicable law; provided that the Company must evidence book-entry registration or issue or deliver said certificate or certificates at the earliest date at which the Company reasonably anticipates that such registration, issuance or delivery would not cause such violation.

e.
Legends . The Settlement Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Settlement Shares are listed, any applicable Federal or state laws or the Company’s Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on or otherwise apply to any certificates or book-entry position representing Settlement Shares to make appropriate reference to such restrictions.

7.
Vesting and Settlement on Change of Control and Separation from Service Due to Death or Disability . Notwithstanding anything in this Agreement to the contrary:
a.
Change of Control . Upon a Change of Control, the Award shall immediately and fully vest and become nonforfeitable with respect to a number of SELTPP Units equal to the Target SELTPP Award, and such SELTPP Units shall be settled for the number of shares of Common Stock underlying the Target SELTPP Award as soon as reasonably practicable following the date of such Change of Control. Notwithstanding the immediately preceding sentence, in the event that such Change of Control does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, the vested portion of the Award (at the level provided for in the prior sentence) shall be settled on the Determination Date (which shall be December 31, 20__); provided , however , in the event that the Award Recipient experiences a Separation from Service due to death or Disability following such Change of Control, the Award shall be settled as soon as reasonably practicable following the date of such Award Recipient’s Separation from Service due to death or Disability (subject to the last sentence of paragraph 6(a) and paragraph 7(b)), as applicable.
b.
Death or Disability . In the event of the Award Recipient’s Separation from Service due to death or Disability prior to the Determination Date (or a Change of Control), unless otherwise specifically prohibited by applicable laws, rules or regulations, a number of SELTPP Units equal to the Target SELTPP Award shall immediately and fully vest and become nonforfeitable effective as of the date of the Award Recipient’s Separation from Service due to death or Disability, and shares of Common Stock equivalent to the Target SELTPP Award shall be settled as soon as reasonably practicable following the date of such Award Recipient’s Separation from Service due to death or Disability (subject to the last sentence of paragraph 6(a) and this paragraph 7(b)), as applicable. For the avoidance of doubt, once an Award Recipient is eligible for Retirement (as set forth in paragraph 8), the Award Recipient shall not be eligible for acceleration of vesting under this paragraph 7(b) due to his or her Disability, regardless of whether he or she otherwise meets the requirements for Disability.
8.
Retirement . If the Award Recipient’s employment with the Company is terminated due to Retirement prior to the Determination Date (or a Change of Control), then the Award shall continue to vest in accordance with paragraph 4 above, subject to fulfillment of the Performance Requirement pursuant to Schedule A hereof, and shall settle in accordance with paragraph 6 above (subject to earlier vesting and/or settlement in the event of a Change of Control occurring after the date of Retirement as set forth in paragraph 7(a) above). For the purposes of this Agreement, “ Retirement ” shall be defined as an Award Recipient’s Separation from Service at or after age 65 or after attainment of both age 55 and 10 years of service with the Company or its Affiliates.


Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement            


9.
Cancellation of Award . The Committee has the right to cancel for no consideration all or any portion of the Award in accordance with Section 4 of the Plan if the Committee determines in good faith that the Award Recipient has done any of the following: (a) committed a felony; (b) committed fraud; (c) embezzled; (d) disclosed confidential information or trade secrets; (e) was terminated for Cause; (f) engaged in any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company; or (g) engaged in conduct that adversely affected the Company. The Delegate shall have the power and authority to suspend the vesting of or the right to receive Settlement Shares in respect of all or any portion of the Award if the Delegate makes in good faith the determination described in the preceding sentence. Any such suspension of an Award shall remain in effect until the suspension shall be presented to and acted on by the Committee at its next meeting. This paragraph 9 shall have no application following a Change of Control of the Company.
10.
Employment Requirements . Except as provided in this Agreement, in order to vest in and not forfeit the Award (subject to the fulfillment of the Performance Requirement pursuant to Schedule A), the Award Recipient must remain employed by the Company or one of its Affiliates until the Award vests on the Determination Date. If there is a Separation from Service for any reason (other than due to death, Disability or Retirement) before the Determination Date (or if earlier, a Change of Control), the Award Recipient will forfeit all of the SELTPP Units subject to this Award and the corresponding Dividend Equivalents that have not been paid as of the date of the Separation from Service unless the Committee determines otherwise.
11.
No Right to Continued Employment . Nothing in the Plan or this Agreement shall confer on the Award Recipient any right to continue in the employment of the Company or its Affiliates for any given period or on any specified terms nor in any way affect the Company’s or its Affiliates’ right to terminate the Award Recipient’s employment without prior notice at any time for any reason or for no reason.
12.
Transferability . Unless otherwise determined by the Committee, the SELTPP Units subject to this Award (including, without limitation, Dividend Equivalents) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Award Recipient otherwise than by will or by the laws of intestacy, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary or Affiliate; provided, however, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
13.
Administration; Amendment . This Award has been made pursuant to a determination by the Committee and/or the Board of Directors of the Company, and the Committee shall have plenary authority to interpret, in its sole and absolute discretion, any provision of this Agreement and to make any determinations necessary or advisable for the administration of this Agreement. All such interpretations and determinations shall be final and binding on all persons, including the Company, the Award Recipient, his or her beneficiaries and all other interested parties. Subject to the terms of the Plan, this Agreement may be amended, in whole or in part, at any time by the Committee; provided, however, that no amendment to this Agreement may adversely affect the Award Recipient’s rights under this Agreement without the Award Recipient's consent except such an amendment made to cause the Award to comply with applicable law, stock exchange rules or accounting rules.
14.
Binding Nature of Plan . The Award is subject to the Plan. The Award Recipient agrees to be bound by all terms and provisions of the Plan and related administrative rules and procedures, including, without limitation, terms and provisions and administrative rules and procedures adopted and/or modified after the granting of the Award. In the event any provisions hereof are inconsistent with those of the Plan, the provisions of the Plan shall control, except to the extent expressly modified herein pursuant to authority granted under the Plan.
15.
Compliance with Laws and Regulations . The Award and the obligation of the Company to deliver the Settlement Shares subject to the Award are subject to compliance with all applicable laws, rules and regulations, to receipt of any approvals by any government or regulatory agency as may be required, and to any determinations the Company may make regarding the application of all such laws, rules and regulations.

Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement            


16.
Notices . Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Executive Compensation, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company will address any notice to the Award Recipient to his or her current address according to the Company’s personnel files. All written notices provided in accordance with this paragraph 16 shall be deemed to be given when (a) delivered to the appropriate address(es) by hand or by a nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile to the appropriate facsimile number, with confirmation by telephone of transmission receipt; or (c) received by the addressee, if sent by U.S. mail to the appropriate address or by Company inter-office mail to the appropriate mail code. Either party may designate in writing some other address or facsimile number for notice under this Agreement.
17.
Withholding . The Award Recipient authorizes the Company to withhold from his or her compensation, including the SELTPP Units granted hereunder and the Settlement Shares issuable hereunder, to satisfy any income and employment tax withholding obligations in connection with this Award. No later than the date as of which an amount first becomes includible in the gross income of the Award Recipient for Federal income tax purposes with respect to any Settlement Shares subject to this Award, the Award Recipient shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all Federal, state and local income and employment taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The Award Recipient agrees that the Company may delay delivery of the Settlement Shares until proper payment of such taxes has been made by the Award Recipient. The Award Recipient shall, to the extent permitted by law, have the right to satisfy tax withholding obligations (provided the amount withheld does not exceed the maximum statutory tax rate in the Award Recipient’s applicable tax jurisdiction or such lesser amount as is necessary to avoid adverse accounting treatment for the Company) in connection with the Award by authorizing the Company to withhold from the Settlement Shares otherwise issuable to the individual pursuant to the settlement of the Award, a number of shares having a Fair Market Value, as of the Tax Withholding Date, which will satisfy the amount of the withholding tax obligation. Further, unless determined otherwise by the Committee, the Award Recipient may satisfy such obligations under this paragraph 17 by any method authorized under Section 9 of the Plan.
18.
Section 409A of the Code . To the extent that any Award is construed to be non-qualified deferred compensation subject to Section 409A of the Code, this Agreement and all of the terms and conditions of the Award shall be operated, administered and construed so as to comply with the requirements of Section 409A of the Code. This Agreement shall be subject to amendment, with or without advance notice to the Award Recipient, and on a prospective or retroactive basis, including, but not limited to, amendment in a manner that adversely affects the rights of the Award Recipient, to the extent necessary to effect compliance with Section 409A of the Code; provided, however, that the Company shall have no liability whatsoever for or in respect of any decision to take action to attempt to so comply with Section 409A of the Code, any omission to take such action or for the failure of any such action taken by the Company to so comply.
19.
Recoupment . In addition to the cancellation provisions of paragraphs 5 and 9, SELTPP Units granted pursuant to this Agreement shall be subject to the terms of the recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act; provided , however , to the extent permitted by applicable law, the Company’s recoupment (clawback) policy shall have no application to this Award following a Change of Control of the Company.
20.
Voluntary Participation . Participation in the Plan is voluntary. The value of the Award is an extraordinary item of compensation outside the scope of the Award Recipient’s employment contract, if any. As such, the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
21.
Force and Effect . The various provisions of this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.
22.
Successors . This Agreement shall be binding upon and inure to the benefit of the successors of the respective parties.
23.
Applicable Law . The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware, unless preempted by federal law, and also, consistent with paragraph 18 above, in accordance with Section 409A of the Code and any interpretive authorities promulgated thereunder.

Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement            

IN WITNESS WHEREOF, this Agreement has been executed by an appropriate officer of Comerica Incorporated and by the Award Recipient, both as of the day and year first above written.
By: __________________________
__________________________
__________________________
Name:    
XXXXXXX
Employee ID Number
Title:    
Employee
 
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement            

SCHEDULE A

Adjusted ROCE Goal

At the beginning of the Performance Period (but no later than 90 days following the first day of the Performance Period), the Committee will approve a three-year average Adjusted ROCE performance goal for the Performance Period (the “ Adjusted ROCE Goal ”). Such Adjusted ROCE Goal shall be based on the following formula:

Year 1 Adjusted ROCE + Year 2 Adjusted ROCE + Year 3 Adjusted ROCE
=
Three-year Average Adjusted ROCE Performance
3

Following the Performance Period, on the Determination Date, the Committee shall certify the Three-year Average Adjusted ROCE Performance and determine the appropriate Achievement Factor pursuant to the following grid:

Three-year Average Adjusted ROCE Performance
Achievement Factor
Threshold
50%
Target
100%
Maximum
150%

The level of achievement for purposes of determining the Achievement Factor will be interpolated linearly for Three-year Average Adjusted ROCE Performance between threshold and target Adjusted ROCE performance and between target and maximum Adjusted ROCE performance. If threshold Adjusted ROCE performance is not achieved, the entire Award will be forfeited. In no event may the Achievement Factor be greater than 150%.

TSR Modifier

In addition to the Adjusted ROCE Goal, the Company’s Relative TSR for the Performance Period (the “ TSR Modifier ”) will also be measured. The TSR Modifier will reduce the Achievement Factor by 10 percentage points if the Company ranks in the bottom quartile. The resulting percentage is referred to as the “ Payout Percentage .”

For example: 110% Achievement Factor – 10% (Bottom Quartile TSR Performance) = 100% Payout Percentage

Final Award Number

The Final Award Number shall be equal to the product (rounded down to the nearest whole number) of (a) the Target SELTPP Award multiplied by (b) the Payout Percentage.

Definitions :

“ Adjusted ROCE ” means the return on common equity calculated based on net income less preferred stock dividends, as adjusted to reflect the after-tax impact of any adjustments related to a change in accounting principle, items that are deemed to be both unusual in nature and infrequently occurring under ASU 2015-1 and are also disclosed as such in the Company’s financial statements, merger/acquisition charges, and restructuring charges incurred during the year, if applicable.

“ Relative TSR ” means the Company’s Total Shareholder Return, as compared to the KBW Bank Index Total Shareholder Return. For this purpose the Total Shareholder Return shall be computed by Bloomberg.

“ Total Shareholder Return ” means the total shareholder return of the Company over the Performance Period as computed by Bloomberg.



RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT
THIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the “Agreement”) is entered into on December 11, 2016 between Pat Faubion (hereafter “Executive”) and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, a Texas banking association, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as “Comerica”). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive’s employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Paragraph 18 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.
Accordingly, Executive and Comerica hereby agree as follows:
1.
Separation from Employment . Executive and Comerica agree that Executive’s employment with Comerica shall terminate effective January 3, 2017 (the “Separation Date”).
2.
Public Announcement . Comerica may, in its sole discretion, issue one or more announcement(s) of Executive’s departure from Comerica at such time(s) as Comerica deems appropriate.
3.
Resignation from Boards and Committees . Effective before or as of the Separation Date, Executive shall resign from any and all positions Executive holds as an officer, member or manager of Comerica and any and all positions Executive holds as a member of a Comerica board or committee.

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4.
Return of Comerica Property . Executive shall return to Comerica, no later than the close of business on the Separation Date, all property of Comerica including, but not limited to, customer information, personal computer, laptop, keys, identification cards, access cards, corporate credit cards, and files or other documents received, compiled or generated by or for Executive in connection with or by virtue of Executive’s employment with Comerica.
5.
Compensation and Benefits . In consideration for the release of claims set forth in Paragraph 6, the covenants set forth in Paragraphs 7, 8, 9, 10 and 11 and such other promises of Executive as set forth in this Agreement, Comerica agrees that it shall pay or provide to Executive the following payments, benefits and/or other consideration:
a.
Prior to the Separation Date, so long as Executive continues to be employed by Comerica, Comerica shall continue to pay Executive’s regular base salary at the rate in effect as of immediately prior to the delivery of this Agreement, in accordance with the payroll practices of Comerica applicable to similarly situated executives.
b.
Prior to the Separation Date, so long as Executive continues to be employed by Comerica, Executive shall continue to be eligible to participate in Comerica’s health, welfare benefit and retirement plans in which Executive participated immediately prior to the delivery of this Agreement, as such plans may be in effect from time to time.
c.
Following the Separation Date, Executive shall be eligible to elect continuation coverage under Comerica’s healthcare benefit plans in

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accordance with Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and the terms of the applicable plan. Executive must elect COBRA and complete all COBRA documentation within sixty (60) days from the Separation Date for coverage to take effect.
Assuming Executive elects COBRA continuation coverage under Comerica’s medical benefit plan, Executive shall be eligible to continue medical benefit plan coverage under COBRA for the period of coverage under COBRA, with the cost of such coverage to be paid by Executive pursuant to the terms generally applicable to retired employees of Comerica as in effect from time to time. Executive’s conversion rights under other insurance programs following the Separation Date shall be determined in accordance with the terms of the applicable plan.
d.
Comerica shall reimburse Executive for reasonable and documented business expenses incurred by Executive on or before the Separation Date, in accordance with the terms of Comerica’s policy in effect as of the Separation Date.
e.
Executive shall receive a lump-sum payment for all accrued but unused Paid Time Off (PTO) days that are paid upon termination of employment in accordance with the established policies of Comerica. This lump sum payment shall be subject to all applicable taxes, FICA, and other withholdings and deductions required by law.

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f.
Executive will receive, pursuant to the terms of the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (“DCP”) and the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (“DIAP”), distributions from Executive’s accounts, if any, under those plans, payable in accordance with Executive’s prior elections, the terms of the DCP and the DIAP, and applicable laws including, but not limited to, Section 409A of the Code. Such distributions will be subject to all applicable taxes, FICA and other withholding and deductions required by law and will be made pursuant to the distribution schedule followed under the administrative procedures of the DCP and the DIAP, and applicable laws including, but not limited to, Section 409A of the Code.
g.
Stock options and/or performance-based restricted stock units granted to Executive under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (the “LT Incentive Plan”) shall be governed by the terms of the LT Incentive Plan and the respective grant agreements evidencing the grant of such options and/or restricted stock units.
h.
Executive will be eligible to receive a share of any applicable Incentive Payment provided pursuant to the Comerica Incorporated 2016 Management Incentive Plan or its successor plan ("MIP") which is payable in the year 2017 based on the attainment of performance goals established by the Governance, Compensation and Nominating Committee under the MIP with respect to the one-year Annual Executive Incentive program and

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the three-year Long-Term Executive Incentive program, each with performance periods ending December 31, 2016. The amount of the payment, if any, will be made pursuant to the applicable funding formula and other criteria established by the Governance, Compensation and Nominating Committee and will be prorated to cover that portion of the performance period during which Executive was a Comerica employee. This payment, if any, will be paid in accordance with the terms of the MIP and will be subject to all applicable taxes, FICA and other withholdings and deductions required by law.
i.
At the meeting of the Comerica Incorporated Governance, Compensation and Nominating Committee (the “Committee”) held on November 8, 2016, Comerica recommended or will recommend to the Committee that Executive’s restricted shares of Comerica Incorporated common stock that are not vested as of the Separation Date shall fully vest as of the Separation Date, subject to the execution and delivery by Executive of this Agreement at least eight (8) calendar days prior to the Separation Date and Executive’s non-revocation of this Agreement and subject to such other terms and conditions of the LT Incentive Plan and the grant agreements evidencing the grant of such restricted stock, including Executive’s obligation to satisfy all tax withholding obligations.
j.
To the extent provided by the Amended and Restated Bylaws of Comerica Incorporated, Article V, Section 12, Comerica agrees to defend, indemnify and hold Executive harmless from and against all liability for actions taken

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by Executive within the scope of Executive’s responsibilities so long as Executive’s conduct in any such matter was consistent with the standards contained in such Article V, Section12.
6.
Release of Claims . In consideration for the payments and other benefits provided to Executive by this Agreement, including those described above in Paragraph 5, certain of which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive further agrees, as follows:
a.
For Executive and for all people acting on Executive’s behalf (such as, but not limited to, family, heirs, executors, administrators, personal representatives, agents and/or legal representatives), Executive agrees to waive any and all claims or grievances which Executive may have against Comerica and Comerica’s past or present stockholders, directors, officers, trustees, agents, representatives, attorneys, employees, in their individual or representative capacities, and any and all employee benefit plans and their respective past, current and future trustees and administrators (hereafter, collectively, the “Released Parties”). By Executive’s signature hereto, Executive, for himself and for all people acting on Executive’s behalf, forever and fully releases and discharges any and all of the Released Parties from any and all claims, causes of action, contracts, grievances, liabilities, debts, judgments, and demands, including but not limited to any claims for attorney fees, that Executive ever had, now has, or may have by reason of or arising in whole or in part out of any event, act or omission occurring on or prior to the Effective Date of this

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Agreement. This release includes, but is not limited to, any and all claims of any nature that relate to Executive’s employment by or termination of employment with Comerica . This release includes, but is not limited to: claims of promissory estoppel, forced resignation, constructive discharge, libel, slander, deprivation of due process, wrongful or retaliatory discharge, discharge in violation of public policy, breach of contract, breach of implied contract, infliction of emotional distress, detrimental reliance, invasion of privacy, negligence, malicious prosecution, false imprisonment, fraud, assault and battery, interference with contractual or other relationships, or any other claim under common law. This release also specifically includes, but is not limited to: any and all claims under any federal, state, and/or local law, regulation, or order prohibiting discrimination, including the Age Discrimination in Employment Act , the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Texas Commission on Human Rights Act, the Texas Free Enterprise and Enterprise Act of 1938, the Texas Payday Law, the Texas Minimum Wage Act of 1970, together with any and all claims under the Fair Credit Reporting Act, the Uniform Services Employment and Reemployment Rights Act, the Employee Retirement Security Income Security Act, the Family Medical Leave Act, or any other federal, state, and or local law, regulation, or order relating to employment, as they all have been or may be amended. It is Executive’s intent, by executing this Agreement, to release all claims as specified above to the

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maximum extent permitted by law, whether said claims are presently known or unknown.
b.
To the maximum extent permitted by law, Executive agrees that Executive has not filed, nor will Executive ever file, a lawsuit asserting any claims which are released by this Agreement, or to accept any benefit from any lawsuit which might be filed by another person or government entity based in whole or in part on any event, act, or omission which is the subject of Executive’s release.
c.
Executive understands and agrees that, other than the payments and benefits expressly enumerated in this Agreement, Executive is not entitled to receive any other compensation, incentive, wage, vacation or other paid time off, leave, benefit or other payment from Comerica, other than any vested benefits to which Executive may be entitled under the Comerica Incorporated Retirement Plan, the Comerica Incorporated Preferred Savings [401(k)] Plan, the Amended and Restated Benefit Equalization Plan for Employees of Comerica Incorporated, the 1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan, the 1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan, and the Comerica Incorporated Amended and Restated Employee Stock Purchase Plan, in each case in accordance with the terms of such plans and, if applicable, any valid elections thereunder. In addition, prior to November 23, 2004, a portion of the Executive’s incentive bonus attributable to the three-year performance

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period under the MIP’s predecessor plan(s) was automatically invested in common stock that is non-transferrable until Executive terminates employment with Comerica (sometimes referred to as the non-deferred 3-year award program) (the “Non-Deferred Account”). Executive shall be entitled to receive the shares in Executive’s Non-Deferred Account following Executive’s Separation Date.
d.
The provisions of this Paragraph 6 do not apply to any claim Executive may have for representation and indemnification pursuant to Paragraph 5(j) above.
7.
Disclosure of Information . Executive hereby acknowledges that Executive has been and will continue to have access and exposure to confidential and proprietary information of Comerica and trade secrets, including details of the business or affairs of Comerica, its subsidiaries or affiliates (including, without limitation, planning information and strategies, information and/or strategies for the prosecution and/or defense of any matter that is now or may be in the future the subject of any lawsuit, dispute, controversy, claim and/or regulatory action, financial information, organizational structure, strategic planning, sales and marketing strategies, distribution methods, data processing and other systems, personnel policies and compensation plans and arrangements); any customer or advertising lists; any information, knowledge or data of a technical nature (including, without limitation, methods, know-how, processes, discoveries, machines, or research projects); any information, knowledge or data relating to future developments (including without limitation, tax planning research and

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development, future marketing or merchandising); or any and all other trade secrets (collectively, "Confidential Information"). Confidential Information does not include (i) information already known or independently developed by Executive from public sources or information in the public domain, (ii) information in the public domain through no wrongful act of the recipient, or (iii) information received by Executive from a third party who was free to disclose it. Executive understands that Comerica’s Confidential Information, including its trade secrets, is highly sensitive information relating to the business of Comerica and of Comerica’s clients, which has had its secrecy protected both internally and externally and which is a competitive asset of Comerica. Executive hereby agrees that Executive shall not use, commercialize or disclose such Confidential Information to any person or entity, except to such individuals as approved by Comerica in writing prior to any such disclosure or as otherwise required by law. Nothing in this Agreement shall prohibit or limit Executive’s ability to make disclosures that are protected by Rule 21F-17 of the Securities and Exchange Act of 1934 or similar provisions of federal law or regulation. Executive’s obligations pursuant to this Paragraph shall survive the termination of this Agreement.
8.
Cooperation . Executive agrees that in the event of a legal proceeding (whether threatened or pending, whether investigative, administrative, or judicial) involving matters of which Executive has knowledge by virtue of the positions Executive held during Executive’s employment at Comerica, Executive shall disclose to Comerica and its counsel any facts known to Executive which might be relevant to said legal proceeding and shall cooperate fully with Comerica and

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its counsel so as to enable Comerica to present any claim or defense which it may have relating to such matters. For purposes of this paragraph, “cooperate fully” shall mean that Executive shall make himself reasonably available for interviews, depositions, and testimony as directed by Comerica or its counsel, and shall further execute truthful statements, declarations, or affidavits pertaining to such matters at the request of Comerica or its counsel. Executive shall be reimbursed for any reasonable out of pocket expenses that Executive may incur as a result of Executive’s compliance with this Paragraph, subject to Comerica’s expense reimbursement policies. Nothing in this Paragraph shall be construed as requiring Executive to be non-truthful or as preventing Executive’s from disclosing information that would be considered adverse to Comerica or requiring Executive to do anything in violation of any applicable law, rule or regulation.
9.
Non-Disparagement .
a.
Executive agrees that Executive will make no disparaging remarks about Comerica, its parent and/or affiliates, their respective businesses, products or services, any current or former director, the Chairman and Chief Executive Officer, or any of Executive’s direct reports, or their policies, procedures or practices (including but not limited to, business, lending, or credit policies, procedures or practices) to any third parties, including but not limited to, customers or prospective customers of Comerica. It is agreed and understood that nothing in this Paragraph 9(a) shall be construed to preclude Executive from (1) testifying truthfully pursuant to subpoena or as otherwise required by law, (2) engaging in any action

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consistent with public policy, or (3) cooperating in any internal or government investigation to the extent such cooperation is mandated by policy, regulation or statute. Executive agrees that Executive shall provide notice to Comerica in advance of any such cooperation or testimony, unless such notice is prohibited. It is further understood that nothing in this Paragraph 9(a) shall be construed to preclude Executive from discharging Executive’s legal obligations to any administrative or regulatory agencies or auditing entities.
b.
Comerica agrees that the Chairman and Chief Executive Officer and his direct reports will not make any disparaging remarks regarding Executive or Executive’s performance while employed at Comerica and will respond to any inquiries regarding Executive’s separation with the statement that Executive retired from Comerica. It is agreed and understood that nothing in this Paragraph 9(b) shall be construed to preclude those covered from (1) testifying truthfully pursuant to subpoena or as otherwise required by law, (2) engaging in any action consistent with public policy, or (3) cooperating in any internal or government investigation to the extent such cooperation is mandated by policy, regulation or statute. It is further agreed and understood that nothing in this Paragraph shall be construed to preclude Comerica from discharging its legal obligations to its Boards of Directors, any administrative or regulatory agencies or auditing entities.
10.
Non-Competition and Non-Solicitation . Prior to the Separation Date and for the period ending two (2) years after the execution of this Agreement, Executive

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agrees that Executive shall not, directly or indirectly, for Executive’s own account or in conjunction with any other person or entity, whether as an employee, shareholder, partner, investor, principal, agent, representative, proprietor, consultant, or in any other capacity, do any of the following:
a.
Enter into or engage in any business in competition with the businesses conducted by Comerica in the states of Michigan, California, Texas, Arizona or Florida. For purposes of this Paragraph 10(a), Executive shall be “in competition with Comerica” if (1) Executive accepts employment or serves as an agent, employee, director or consultant to, a competitor of Comerica, or (2) Executive acquires or has an interest (direct or indirect) in any firm, corporation, partnership or other entity engaged in a business that is competitive with Comerica. The mere ownership of less than 1% debt and/or equity interest in a competing entity whose stock is publicly held shall not be considered as having a prohibited interest in a competitor, and neither shall the mere ownership of less than 5% debt and/or equity interest in a competing entity whose stock is not publicly held. For purposes of this Paragraph 10(a), any commercial bank, savings and loan association, securities broker or dealer, or other business or financial institution that offers any major service offered by Comerica as of the Separation Date, and which conducts business in Michigan, California, Texas, Arizona or Florida, shall be deemed a competitor;

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b.
Request or advise any individual or company that is a customer of Comerica to withdraw, curtail, or cancel any such customer’s actual or prospective business with Comerica;
c.
Solicit, induce or attempt to induce any customers of Comerica with whom Executive had professional contact or with respect to whom Executive was privy to any information during the two (2) year period prior to the Separation Date to patronize any business that is competitive with Comerica; and
d.
Solicit or induce or attempt to solicit or induce any employee, agent or consultant of Comerica to terminate his or her employment, representation, or other relationship with Comerica.
During the two-year period following the execution of this Agreement, Executive may request an exception to this provision. The request must be made in writing, describe the scope and nature of the engagement, and be directed to Comerica’s Chief Legal Officer. Any exception will be at Comerica’s sole discretion.
11.     Representation . Executive represents and warrants:
a.
Executive has no knowledge of or is not otherwise aware of, has no evidence of and/or has not reported to any person, organization and/or governmental or regulatory authority any of the following: (i) any violation by the Released Parties of any securities and/or other laws, rules and regulations applicable to Comerica, (ii) any breach by Comerica and/or by any Released Party of any fiduciary duty or obligation to any person, organization and/or governmental or regulatory authority, and/or


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(iii) any violation by any Released Party of Comerica’s Code of Business Conduct and Ethics for Employees, Senior Financial Officer Code of Ethics, or Code of Business Conduct and Ethics for Members of the Board of Directors, each as amended and/or restated.
b.
Executive has a special relationship of trust and confidence with Comerica and its customers and clients, which creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between Comerica and such entities and individuals. Executive further acknowledges that, at the outset of Executive’s employment with Comerica and throughout Executive’s employment with Comerica, Executive received, and continues to receive and/or have access to Comerica and Comerica’s clients’ proprietary Confidential Information, specialized training and goodwill that Executive would not otherwise have but for Executive’s employment with Comerica. Therefore, Executive agrees that it is fair and reasonable for Comerica to take steps to protect itself from the risk of misappropriation of Comerica’s trade secrets including but not limited to its business relationships, goodwill, proprietary information, specialized training, and other Confidential Information.
c.
Executive agrees Executive has carefully considered the nature and extent of the restrictions placed upon Executive and the remedies conferred upon Comerica in this Agreement and has had the opportunity to retain legal counsel at Executive’s own expense to review this Agreement. Executive

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agrees the restrictions are reasonable in time and geographic scope and are necessary to protect the legitimate business interests of Comerica and its customers and do not confer a benefit on Comerica that is out of proportion to the restrictions placed on Executive.
12.     Dispute Resolution .
a.
Early Resolution Conference . This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should Executive later challenge any provision as unclear, unenforceable, or inapplicable to any competitive or other activity that Executive intends to engage in, Executive will first notify Comerica in writing and meet with a Comerica representative and a neutral mediator (if either party elects to retain one at its own expense) to discuss resolution of any disputes between the parties. Executive will provide this notification at least fourteen (14) calendar days before Executive engages in any activity that could reasonably and foreseeably fall within a questioned restriction. Executive’s failure to comply with this early resolution conference requirement (the “Resolution Requirement”) shall waive Executive’s right to challenge the reasonable scope, clarity, applicability or enforceability of this Agreement and its restrictions at a later time. Comerica will respond to Executive’s notification required by this Paragraph within fourteen (14) calendar days following receipt of the written notification. Comerica’s failure to respond with an acceptance or denial within the fourteen (14) calendar day period, unless a party has

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invoked the mediation process described above, shall waive its right to challenge Executive’s activity that could reasonably fall within a questioned restriction at a later time. All rights of both parties will be preserved if the Resolution Requirement is complied with even if no agreement is reached in the conference.
b.
Injunctive Relief . In the event of a breach or threatened breach of Paragraphs 6, 7, 8, 9, 10, or 11 of this Agreement, Executive agrees that Comerica shall be entitled to injunctive relief in a Texas court of appropriate jurisdiction to remedy any such breach or threatened breach, and Executive acknowledges that monetary damages alone would not be an adequate remedy to compensate Comerica for the loss of goodwill and other harm to its reputation and business.
c.
Arbitration . Except as provided in Paragraph 12(a) and (b) hereof, in the event of any dispute between any of the Released Parties and Executive relating to Executive’s employment with or separation from employment with Comerica, the terms of and the parties’ entry into this Agreement and/or breach of this Agreement, Executive and Comerica agree to submit the dispute, including any claims of discrimination under federal, state or local law by Executive, to final and binding arbitration pursuant to the provisions of Texas statutory law and/or the Federal Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration shall be conducted by the National Center for Dispute Settlement or a similar organization mutually agreed to

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by the parties. The arbitration shall be before a single, neutral arbitrator selected by the parties.
In the event the parties cannot agree on the selection of a single arbitrator, the following process to select an arbitration panel will be followed: (1) when a party reasonably believes that there will be no agreement on the selection of a single, neutral arbitrator, that party may notify the other at the address provided in Paragraph 17 of this Agreement of the fact an impasse has been reached, (2) within five (5) days of receipt of such notice, each party must provide the other with the name of its respective panel member, and (3) within ten (10) days of their selection, the parties’ panel members must agree on the third, neutral member of the arbitration panel.
The arbitrator, or arbitration panel (“panel”) if one is utilized, shall have the power to enter any award that could be entered by a judge of a trial court of the State of Texas, and only such power, and shall follow the law. Notwithstanding the foregoing, the arbitrator or panel may award reasonable attorney fees and costs to the prevailing party. In the event the arbitrator or panel does not follow the law, the arbitrator or panel will have exceeded the scope of his or her authority and the parties may, at their option, file a motion to vacate the award in court. Except as otherwise provided herein, the parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator or panel shall issue the award in writing and therein state the essential findings and conclusions on which

Restrictive Covenants and General Release Agreement    18 of 22


the award is based. Judgment on the award may be entered in any court having jurisdiction thereof. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law, and shall be in accordance with the procedures established for arbitration in the Texas Rules of Civil Procedure. Unless otherwise prohibited by law, each party shall bear its own costs, including, but not limited to, any costs associated with the appointment of its panel member in the event an arbitration panel is constituted, in any such arbitration and shall share equally any fees or other expenses charged by the neutral arbitrator for services rendered. The parties understand that by agreeing to arbitrate their disputes, they are giving up their right to have their disputes heard in a court of law and, if applicable, by a jury.
13.
Entire Agreement . This Agreement supersedes all prior and contemporaneous relationships, agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the subject matter hereof, to the extent they conflict herewith, and, except as otherwise set forth herein, there are no other agreements between the parties with respect to the subject matter hereof. No amendment, supplement, modification or waiver of this Agreement shall be implied or be binding unless in writing and signed by the party against which such amendment, supplement, modification or waiver is

Restrictive Covenants and General Release Agreement    19 of 22


asserted. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver, unless otherwise therein provided.
14.
Governing Law . This Agreement shall be interpreted and governed by the laws of the State of Texas, except as to matters specifically governed by federal statute or regulation.
15.
Severability .    The provisions of this Agreement are severable, and if any part or portion of it is found to be unenforceable, the other portions shall remain fully valid and enforceable.
16.
Withholding . Comerica may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
17.
Notice . Any notices relating to or arising out of this Agreement shall be sent by registered mail, return receipt requested, and shall be addressed as follows:
To Comerica:
John D. Buchanan,
EVP, Governance, Regulatory Relations & Legal Affairs
1717 Main Street, MC 6504
Dallas, Texas 75201

To Executive:

Pat Faubion
At the address on record with Comerica as of the Separation Date

18.
Consideration Period, Revocation Period and Effective Date . Executive confirms that Executive had at least twenty-one (21) days to consider this Agreement, or

Restrictive Covenants and General Release Agreement    20 of 22


that, by executing this Agreement, Executive voluntarily waives the twenty-one (21) day consideration period and that Executive had an opportunity to consult with an attorney during said consideration period and prior to signing this Agreement. For an additional period of seven (7) days following the signing of this Agreement, Executive understands Executive may revoke Executive’s signature by delivery of a written notice of revocation to Von E. Hays, Senior Vice President and General Counsel, Litigation and Corporate Operations, 1717 Main Street, 4 th Floor, MC 6506, Dallas, Texas, 75201. The revocation must be delivered to this address before 5:00 p.m. CST on or before the 7 th day following the signing of this Agreement. This Agreement shall become effective and enforceable on the eighth (8 th ) day following its execution by Executive, provided Executive does not exercise Executive’s right of revocation as described above (the “Effective Date”). If Executive revokes Executive’s signature, this Agreement will be without force or effect, and Executive shall not be entitled to any of the rights and benefits hereunder.

Delivered to Executive for Executive’s consideration this 5th day of December, 2016.


Comerica Incorporated
By:     /s/ John D. Buchanan                
Name:
John D. Buchanan    
Title:
Executive Vice President,
Governance, Regulatory Relations & Legal Affairs
Date:
December 21, 2016



Restrictive Covenants and General Release Agreement    21 of 22


I, PAT FAUBION, HAVING READ THE FOREGOING SEPARATION AND RESTRICTIVE COVENANTS AGREEMENT, UNDERSTANDING ITS CONTENT AND HAVING HAD AN OPPORTUNITY, AND BEEN ADVISED, TO CONSULT WITH COUNSEL OF MY CHOICE, DO HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS AGREEMENT, THEREBY AGREEING TO THE TERMS THEREOF AND WAIVING AND RELEASING MY CLAIMS, ON December 11, 2016.


         /s/ Pat Faubion            
Pat Faubion
                        


Restrictive Covenants and General Release Agreement    22 of 22


Exhibit 10.20A
Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period - current)
(As of December 31, 2016)
John D. Buchanan





Exhibit 10.21A
Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version)
(As of December 31, 2016)
Ralph W. Babb, Jr.
David E. Duprey
Curtis C. Farmer







Exhibit 10.23A
Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE2-BE3 Version)
(As of December 31, 2016)
J. Patrick Faubion





Exhibit 21
Subsidiaries of Registrant
As of December 31, 2016
 
 
 
Name
State or Jurisdiction of
Incorporation or Organization
Cass & Co.
Cayman Islands
Comerica Assurance Ltd.
Bermuda
Comerica Bank (d.b.a. Comerica - Technology & Life Sciences Co.; Bank of the Hills, a division of Comerica Bank; Sterling Bank, a division of Comerica Bank; Comerica Bank Inc.; Comerica Bank Incorporated; Comerica Bank (Inc.))
Texas
Comerica Bank & Trust, National Association
United States
Comerica Capital Advisors Incorporated
Delaware
Comerica do Brasil Participacoes e Servicos Ltda.
Brazil
Comerica Community Development Investment Fund II, LLC
Delaware
Comerica Financial Incorporated (f/k/a/ Comerica AutoLease, Inc.)
Michigan
Comerica Holdings Incorporated
Delaware
Comerica Insurance Group, Inc. (d.b.a. Comerica Insurance Agency, The Comerica Insurance Group)
Michigan
Comerica Insurance Services, Inc. (d.b.a. Comerica Insurance Agency)
Michigan
Comerica Insurance Services of Texas Incorporated (f/k/a CMA Insurance Services, Inc.)
Texas
Comerica Investment Services, Inc. (d.b.a. Comerica Investment Services)
Michigan
Comerica Leasing Corporation (f/k/a CMCA Lease, Inc.)
Michigan
Comerica Management Company
Michigan
Comerica Merchant Services, Inc.
Delaware
Comerica Properties Corporation
Michigan
Comerica Securities, Inc. (d.b.a. Comerica Securities)
Michigan
Comerica Ventures Incorporated (f/k/a Imperial Ventures, Inc.)
California
Gajiani, LLC
Delaware
Interstate Select Insurance Services, Inc. (d.b.a. Comerica of California Insurance Services)
California
Munder UK, L.L.C.
Delaware
SB Investment Services, Inc.
Texas
SCFS Reverse Exchange, LLC (f/k/a NBF Reverse Exchange, LLC)
Delaware
Silver Funding Corp.
Delaware
Sterling Community Investment Corporation
Delaware
VRB Corp. (d.b.a. VRB Properties Corp.)
Michigan
VRB Catron Ranch Owner, LLC
Delaware
VRB Comfort, LLC
Delaware
VRB Marketplace of Rochester Hills, LLC
Delaware
VRB Orion Pointe, LLC
Delaware
VRB Spanish Oaks, LLC
Delaware
WAM Holdings, Inc.
Delaware
Wilson, Kemp & Associates, Inc.
Michigan
World Asset Management, Inc.
Delaware




Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:

Registration Statement No. 33-42485 on Form S-8
Registration Statement No. 33-45500 on Form S-8
Registration Statement No. 33-49964 on Form S-8
Registration Statement No. 33-49966 on Form S-8
Registration Statement No. 33-53220 on Form S-8
Registration Statement No. 33-53222 on Form S-8
Registration Statement No. 33-58823 on Form S-8
Registration Statement No. 33-58837 on Form S-8
Registration Statement No. 33-58841 on Form S-8
Registration Statement No. 33-65457 on Form S-8
Registration Statement No. 33-65459 on Form S-8
Registration Statement No. 333-00839 on Form S-8
Registration Statement No. 333-24569 on Form S-8
Registration Statement No. 333-24567 on Form S-8
Registration Statement No. 333-24565 on Form S-8
Registration Statement No. 333-24555 on Form S-8
Registration Statement No. 333-37061 on Form S-8
Registration Statement No. 333-48118 on Form S-8
Registration Statement No. 333-48120 on Form S-8
Registration Statement No. 333-48122 on Form S-8
Registration Statement No. 333-48124 on Form S-8
Registration Statement No. 333-48126 on Form S-8
Registration Statement No. 333-50966 on Form S-8
Registration Statement No. 333-51042 on Form S-8 (Post-Effective Amendment No. 1 to Form S-4)
Registration Statement No. 333-104163 on Form S-8
Registration Statement No. 333-104164 on Form S-8
Registration Statement No. 333-107962 on Form S-8
Registration Statement No. 333-110791 on Form S-8
Registration Statement No. 333-110792 on Form S-8
Registration Statement No. 333-117788 on Form S-8
Registration Statement No. 333-136053 on Form S-8
Registration Statement No. 333-167261 on Form S-8
Registration Statement No. 333-172211 on Form S-4
Registration Statement No. 333-175857 on Form S-8
Registration Statement No. 333-172211 on Form S-8 (Post-Effective Amendment No. 2 to Form S-4)
Registration Statement No. 333-185042 on Form S-3
Registration Statement No. 333-188274 on Form S-8
Registration Statement No. 333-204099 on Form S-8
Registration Statement No. 333-208119 on Form S-3

of our reports dated February 14, 2017, with respect to the consolidated financial statements of Comerica Incorporated and the effectiveness of internal control over financial reporting of Comerica Incorporated, included in this Annual Report (Form 10-K) of Comerica Incorporated for the year ended December 31, 2016.

/s/ Ernst & Young LLP
February 14, 2017
Dallas, Texas




Exhibit 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)
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ralph W. Babb, Jr., certify that:
1.
I have reviewed this annual report on Form 10-K for the year ended December 31, 2016 of Comerica Incorporated (the “Registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date:
February 14, 2017
/s/ Ralph W. Babb, Jr.
 
 
Ralph W. Babb, Jr.
 
 
Chairman and Chief Executive Officer
 
 
 




Exhibit 31.2
Executive Vice President and CFO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David E. Duprey, certify that:
1.
I have reviewed this annual report on Form 10-K for the year ended December 31, 2016 of Comerica Incorporated (the “Registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
Date:
February 14, 2017
/s/ David E. Duprey
 
 
David E. Duprey
 
 
Executive Vice President and
 
 
Chief Financial Officer




Exhibit 32
Section 1350 Certification of Periodic Report (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
CERTIFICATION OF PERIODIC REPORT
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Ralph W. Babb, Jr., Chairman and Chief Executive Officer, and David E. Duprey, Executive Vice President and Chief Financial Officer, of Comerica Incorporated (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1)
the Annual Report on Form 10-K of the Company for the year ended December 31, 2016 (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:
February 14, 2017
/s/ Ralph W. Babb, Jr.
 
 
Ralph W. Babb, Jr.
 
 
Chairman and Chief Executive Officer
 
 
 
 
 
 
 
 
/s/ David E. Duprey
 
 
David E. Duprey
 
 
Executive Vice President and
 
 
Chief Financial Officer