x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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38-1998421
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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(in millions, except share data)
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March 31, 2017
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December 31, 2016
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||||
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(unaudited)
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||||
ASSETS
|
|
|
|
||||
Cash and due from banks
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$
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1,176
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$
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1,249
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|
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||||
Interest-bearing deposits with banks
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7,143
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5,969
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Other short-term investments
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92
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92
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||||
Investment securities available-for-sale
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10,830
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10,787
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Investment securities held-to-maturity
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1,508
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1,582
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||||
Commercial loans
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30,215
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30,994
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Real estate construction loans
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2,930
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2,869
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Commercial mortgage loans
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9,021
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8,931
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Lease financing
|
550
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572
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International loans
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1,106
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1,258
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Residential mortgage loans
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1,944
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1,942
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Consumer loans
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2,537
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2,522
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Total loans
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48,303
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49,088
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Less allowance for loan losses
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(708
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)
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(730
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)
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Net loans
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47,595
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48,358
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Premises and equipment
|
488
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501
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Accrued income and other assets
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4,144
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4,440
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Total assets
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$
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72,976
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$
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72,978
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||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
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||||
Noninterest-bearing deposits
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$
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31,892
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$
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31,540
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Money market and interest-bearing checking deposits
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22,177
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22,556
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Savings deposits
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2,138
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2,064
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Customer certificates of deposit
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2,597
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2,806
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Foreign office time deposits
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59
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19
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Total interest-bearing deposits
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26,971
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27,445
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Total deposits
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58,863
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58,985
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Short-term borrowings
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41
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25
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Accrued expenses and other liabilities
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989
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1,012
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Medium- and long-term debt
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5,153
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5,160
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Total liabilities
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65,046
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65,182
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Common stock - $5 par value:
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Authorized - 325,000,000 shares
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||||
Issued - 228,164,824 shares
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1,141
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1,141
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Capital surplus
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2,106
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2,135
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Accumulated other comprehensive loss
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(379
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)
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(383
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)
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Retained earnings
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7,431
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7,331
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Less cost of common stock in treasury - 50,732,795 shares at 3/31/17 and 52,851,156 shares at 12/31/16
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(2,369
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)
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(2,428
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)
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||
Total shareholders’ equity
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7,930
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7,796
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Total liabilities and shareholders’ equity
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$
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72,976
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$
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72,978
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Three Months Ended March 31,
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||||||
(in millions, except per share data)
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2017
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2016
|
||||
INTEREST INCOME
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||||
Interest and fees on loans
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$
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421
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$
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406
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Interest on investment securities
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62
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62
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Interest on short-term investments
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13
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4
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Total interest income
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496
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472
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INTEREST EXPENSE
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Interest on deposits
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9
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10
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Interest on medium- and long-term debt
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17
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15
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Total interest expense
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26
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25
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Net interest income
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470
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447
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Provision for credit losses
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16
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148
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Net interest income after provision for credit losses
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454
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299
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NONINTEREST INCOME
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Card fees
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77
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72
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Service charges on deposit accounts
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58
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55
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Fiduciary income
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49
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46
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Commercial lending fees
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20
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20
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Letter of credit fees
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12
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13
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Bank-owned life insurance
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10
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9
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Foreign exchange income
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11
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10
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Brokerage fees
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5
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4
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Net securities losses
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—
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(2
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)
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Other noninterest income
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29
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17
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Total noninterest income
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271
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244
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NONINTEREST EXPENSES
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Salaries and benefits expense
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233
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248
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Outside processing fee expense
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87
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78
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Net occupancy expense
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38
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38
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Equipment expense
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11
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13
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Restructuring charges
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11
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—
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Software expense
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29
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29
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FDIC insurance expense
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13
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11
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Advertising expense
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4
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4
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Litigation-related expense
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(2
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)
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—
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Other noninterest expenses
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33
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37
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Total noninterest expenses
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457
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458
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Income before income taxes
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268
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85
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Provision for income taxes
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66
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25
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NET INCOME
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202
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60
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Less income allocated to participating securities
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2
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1
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Net income attributable to common shares
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$
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200
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$
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59
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Earnings per common share:
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Basic
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$
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1.15
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$
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0.34
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Diluted
|
1.11
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0.34
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Comprehensive income
|
206
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161
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Cash dividends declared on common stock
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42
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37
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Cash dividends declared per common share
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0.23
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0.21
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Common Stock
|
|
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Accumulated
Other
Comprehensive
Loss
|
|
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Total
Shareholders’
Equity
|
|||||||||||||||
(in millions, except per share data)
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Shares
Outstanding
|
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Amount
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Capital
Surplus
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Retained
Earnings
|
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Treasury
Stock
|
|
|||||||||||||||
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BALANCE AT DECEMBER 31, 2015
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175.7
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$
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1,141
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$
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2,173
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$
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(429
|
)
|
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$
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7,084
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$
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(2,409
|
)
|
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$
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7,560
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Net income
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—
|
|
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—
|
|
|
—
|
|
|
—
|
|
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60
|
|
|
—
|
|
|
60
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||
Cash dividends declared on common stock ($0.21 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(37
|
)
|
||||||
Purchase of common stock
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(49
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
0.8
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(10
|
)
|
|
34
|
|
|
(11
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||
BALANCE AT MARCH 31, 2016
|
175.1
|
|
|
$
|
1,141
|
|
|
$
|
2,158
|
|
|
$
|
(328
|
)
|
|
$
|
7,097
|
|
|
$
|
(2,424
|
)
|
|
$
|
7,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE AT DECEMBER 31, 2016
|
175.3
|
|
|
$
|
1,141
|
|
|
$
|
2,135
|
|
|
$
|
(383
|
)
|
|
$
|
7,331
|
|
|
$
|
(2,428
|
)
|
|
$
|
7,796
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
202
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Cash dividends declared on common stock ($0.23 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||||
Purchase of common stock
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
(118
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
2.3
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(14
|
)
|
|
108
|
|
|
69
|
|
||||||
Net issuance of common stock for warrants
|
1.5
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(44
|
)
|
|
68
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
BALANCE AT MARCH 31, 2017
|
177.4
|
|
|
$
|
1,141
|
|
|
$
|
2,106
|
|
|
$
|
(379
|
)
|
|
$
|
7,431
|
|
|
$
|
(2,369
|
)
|
|
$
|
7,930
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
202
|
|
|
$
|
60
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for credit losses
|
16
|
|
|
148
|
|
||
Benefit for deferred income taxes
|
(1
|
)
|
|
(39
|
)
|
||
Depreciation and amortization
|
31
|
|
|
30
|
|
||
Net periodic defined benefit (credit) cost
|
(4
|
)
|
|
3
|
|
||
Share-based compensation expense
|
18
|
|
|
20
|
|
||
Net amortization of securities
|
2
|
|
|
2
|
|
||
Accretion of loan purchase discount
|
(1
|
)
|
|
(2
|
)
|
||
Net securities losses
|
—
|
|
|
2
|
|
||
Net gains on sales of foreclosed property
|
(1
|
)
|
|
(1
|
)
|
||
Net change in:
|
|
|
|
||||
Accrued income receivable
|
3
|
|
|
(4
|
)
|
||
Accrued expenses payable
|
5
|
|
|
10
|
|
||
Other, net
|
137
|
|
|
19
|
|
||
Net cash provided by operating activities
|
407
|
|
|
248
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Investment securities available-for-sale:
|
|
|
|
||||
Maturities and redemptions
|
393
|
|
|
350
|
|
||
Sales
|
1,259
|
|
|
—
|
|
||
Purchases
|
(1,699
|
)
|
|
(291
|
)
|
||
Investment securities held-to-maturity:
|
|
|
|
||||
Maturities and redemptions
|
76
|
|
|
75
|
|
||
Net change in loans
|
752
|
|
|
(352
|
)
|
||
Proceeds from sales of foreclosed property
|
3
|
|
|
5
|
|
||
Net increase in premises and equipment
|
(12
|
)
|
|
(27
|
)
|
||
Purchases of Federal Home Loan Bank stock
|
—
|
|
|
(21
|
)
|
||
Other, net
|
1
|
|
|
3
|
|
||
Net cash provided by (used in) investing activities
|
773
|
|
|
(258
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Net change in:
|
|
|
|
||||
Deposits
|
(5
|
)
|
|
(3,537
|
)
|
||
Short-term borrowings
|
16
|
|
|
491
|
|
||
Common stock:
|
|
|
|
||||
Repurchases
|
(125
|
)
|
|
(52
|
)
|
||
Cash dividends paid
|
(40
|
)
|
|
(37
|
)
|
||
Issuances under employee stock plans
|
76
|
|
|
1
|
|
||
Other, net
|
(1
|
)
|
|
(1
|
)
|
||
Net cash used in financing activities
|
(79
|
)
|
|
(3,135
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
1,101
|
|
|
(3,145
|
)
|
||
Cash and cash equivalents at beginning of period
|
7,218
|
|
|
6,147
|
|
||
Cash and cash equivalents at end of period
|
$
|
8,319
|
|
|
$
|
3,002
|
|
Interest paid
|
$
|
27
|
|
|
$
|
19
|
|
Income tax (refunds received) paid
|
(1
|
)
|
|
2
|
|
||
Noncash investing and financing activities:
|
|
|
|
||||
Loans transferred to other real estate
|
1
|
|
|
17
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
$
|
89
|
|
|
$
|
89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity and other non-debt securities
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
||||
Total trading securities
|
90
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
2,780
|
|
|
2,780
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
7,938
|
|
|
—
|
|
|
7,938
|
|
|
—
|
|
|
||||
State and municipal securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
(b)
|
||||
Equity and other non-debt securities
|
107
|
|
|
61
|
|
|
—
|
|
|
46
|
|
(b)
|
||||
Total investment securities available-for-sale
|
10,830
|
|
|
2,841
|
|
|
7,938
|
|
|
51
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
85
|
|
|
—
|
|
|
74
|
|
|
11
|
|
|
||||
Energy derivative contracts
|
99
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
||||
Warrants
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
||||
Total derivative assets
|
217
|
|
|
—
|
|
|
204
|
|
|
13
|
|
|
||||
Total assets at fair value
|
$
|
11,137
|
|
|
$
|
2,931
|
|
|
$
|
8,142
|
|
|
$
|
64
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
Energy derivative contracts
|
98
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
||||
Total derivative liabilities
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
||||
Deferred compensation plan liabilities
|
89
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
||||
Total liabilities at fair value
|
$
|
264
|
|
|
$
|
89
|
|
|
$
|
175
|
|
|
$
|
—
|
|
|
(a)
|
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(b)
|
Auction-rate securities.
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
December 31, 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.
|
|
|
|
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
|
|
||||||||||||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
State and municipal securities (a)
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
5
|
|
Equity and other non-debt securities (a)
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1
|
)
|
|
—
|
|
|
46
|
|
|||||||
Total investment securities available-for-sale
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(3
|
)
|
|
—
|
|
|
51
|
|
|||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate contracts
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||
Warrants
|
3
|
|
|
1
|
|
(b)
|
(1
|
)
|
(b)
|
—
|
|
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
State and municipal securities (a)
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
Corporate debt securities (a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Equity and other non-debt securities (a)
|
67
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
|
(15
|
)
|
|
—
|
|
|
51
|
|
|||||||
Total investment securities available-for-sale
|
77
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
|
(15
|
)
|
|
—
|
|
|
61
|
|
|||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate contracts
|
9
|
|
|
—
|
|
|
11
|
|
(b)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Warrants
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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 comprehensive income.
|
(in millions)
|
Level 3
|
||
March 31, 2017
|
|
||
Loans:
|
|
||
Commercial
|
$
|
276
|
|
Commercial mortgage
|
14
|
|
|
International
|
7
|
|
|
Total assets at fair value
|
$
|
297
|
|
December 31, 2016
|
|
||
Loans:
|
|
||
Commercial
|
$
|
256
|
|
Commercial mortgage
|
15
|
|
|
International
|
11
|
|
|
Total loans
|
282
|
|
|
Other real estate
|
1
|
|
|
Total assets at fair value
|
$
|
283
|
|
|
|
|
Discounted Cash Flow Model
|
||||
|
|
|
Unobservable Input
|
||||
|
Fair Value
(in millions)
|
|
Discount Rate
|
|
Workout Period
(in years)
|
||
March 31, 2017
|
|
|
|
|
|
||
State and municipal securities (a)
|
$
|
5
|
|
|
5% - 7%
|
|
1 - 2
|
Equity and other non-debt securities (a)
|
46
|
|
|
7% - 9%
|
|
1 - 2
|
|
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
|
(a)
|
Auction-rate securities.
|
|
Carrying
Amount
|
|
Estimated Fair Value
|
||||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,176
|
|
|
$
|
1,176
|
|
|
$
|
1,176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
7,143
|
|
|
7,143
|
|
|
7,143
|
|
|
—
|
|
|
—
|
|
|||||
Investment securities held-to-maturity
|
1,508
|
|
|
1,499
|
|
|
—
|
|
|
1,499
|
|
|
—
|
|
|||||
Loans held-for-sale
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Total loans, net of allowance for loan losses (a)
|
47,595
|
|
|
47,341
|
|
|
—
|
|
|
—
|
|
|
47,341
|
|
|||||
Customers’ liability on acceptances outstanding
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Restricted equity investments
|
207
|
|
|
207
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|||||
Nonmarketable equity securities (b)
|
11
|
|
|
18
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits (noninterest-bearing)
|
31,892
|
|
|
31,892
|
|
|
—
|
|
|
31,892
|
|
|
—
|
|
|||||
Interest-bearing deposits
|
24,374
|
|
|
24,374
|
|
|
—
|
|
|
24,374
|
|
|
—
|
|
|||||
Customer certificates of deposit
|
2,597
|
|
|
2,523
|
|
|
—
|
|
|
2,523
|
|
|
—
|
|
|||||
Total deposits
|
58,863
|
|
|
58,789
|
|
|
—
|
|
|
58,789
|
|
|
—
|
|
|||||
Short-term borrowings
|
41
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|||||
Acceptances outstanding
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt
|
5,153
|
|
|
5,149
|
|
|
—
|
|
|
5,149
|
|
|
—
|
|
|||||
Credit-related financial instruments
|
(74
|
)
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|||||
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
|
)
|
(a)
|
Included
$297 million
and
$282 million
of impaired loans recorded at fair value on a nonrecurring basis at
March 31, 2017
and
December 31, 2016
, 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.
|
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
2,772
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
2,780
|
|
Residential mortgage-backed securities (a)
|
7,990
|
|
|
46
|
|
|
98
|
|
|
7,938
|
|
||||
State and municipal securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Equity and other non-debt securities
|
107
|
|
|
1
|
|
|
1
|
|
|
107
|
|
||||
Total investment securities available-for-sale (b)
|
$
|
10,874
|
|
|
$
|
56
|
|
|
$
|
100
|
|
|
$
|
10,830
|
|
Investment securities held-to-maturity (c):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities (a)
|
$
|
1,508
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
1,499
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(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
$52 million
and
$51 million
, respectively as of
March 31, 2017
and
$55 million
and
$54 million
, respectively, as of
December 31, 2016
.
|
(c)
|
The amortized cost of investment securities held-to-maturity included net unrealized losses of
$11 million
at
March 31, 2017
and
$12 million
at
December 31, 2016
related to securities transferred from available-for-sale, which are included in accumulated other comprehensive loss.
|
|
Temporarily Impaired
|
|||||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or more
|
|
Total
|
|||||||||||||||||||||
(in millions)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
709
|
|
|
$
|
1
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
709
|
|
|
$
|
1
|
|
|
Residential mortgage-backed securities (a)
|
5,116
|
|
|
90
|
|
|
|
1,123
|
|
|
29
|
|
|
|
6,239
|
|
|
119
|
|
|
||||||
State and municipal securities (b)
|
—
|
|
|
—
|
|
|
|
5
|
|
|
—
|
|
(c)
|
|
5
|
|
|
—
|
|
(c)
|
||||||
Equity and other non-debt securities (b)
|
—
|
|
|
—
|
|
|
|
46
|
|
|
1
|
|
|
|
46
|
|
|
1
|
|
|
||||||
Total temporarily impaired securities
|
$
|
5,825
|
|
|
$
|
91
|
|
|
|
$
|
1,174
|
|
|
$
|
30
|
|
|
|
$
|
6,999
|
|
|
$
|
121
|
|
|
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 temporarily impaired securities
|
$
|
5,555
|
|
|
$
|
88
|
|
|
|
$
|
1,195
|
|
|
$
|
32
|
|
|
|
$
|
6,750
|
|
|
$
|
120
|
|
|
(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.
|
(in millions)
|
Available-for-sale
|
|
Held-to-maturity
|
||||||||||||
March 31, 2017
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Contractual maturity
|
|
|
|
|
|
|
|
||||||||
Within one year
|
$
|
30
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year through five years
|
2,971
|
|
|
2,979
|
|
|
—
|
|
|
—
|
|
||||
After five years through ten years
|
1,847
|
|
|
1,879
|
|
|
22
|
|
|
22
|
|
||||
After ten years
|
5,919
|
|
|
5,835
|
|
|
1,486
|
|
|
1,477
|
|
||||
Subtotal
|
10,767
|
|
|
10,723
|
|
|
1,508
|
|
|
1,499
|
|
||||
Equity and other non-debt securities
|
107
|
|
|
107
|
|
|
|
|
|
||||||
Total investment securities
|
$
|
10,874
|
|
|
$
|
10,830
|
|
|
$
|
1,508
|
|
|
$
|
1,499
|
|
|
Loans Past Due and Still Accruing
|
|
|
|
|
|
|
||||||||||||||||||||
(in millions)
|
30-59
Days
|
|
60-89
Days
|
|
90 Days
or More
|
|
Total
|
|
Nonaccrual
Loans
|
|
Current
Loans
|
|
Total
Loans
|
||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
35
|
|
|
$
|
30
|
|
|
$
|
3
|
|
|
$
|
68
|
|
|
$
|
400
|
|
|
$
|
29,747
|
|
|
$
|
30,215
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
2,564
|
|
|
2,567
|
|
|||||||
Other business lines (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363
|
|
|
363
|
|
|||||||
Total real estate construction
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
2,927
|
|
|
2,930
|
|
|||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
19
|
|
|
—
|
|
|
11
|
|
|
30
|
|
|
8
|
|
|
1,978
|
|
|
2,016
|
|
|||||||
Other business lines (b)
|
14
|
|
|
1
|
|
|
8
|
|
|
23
|
|
|
33
|
|
|
6,949
|
|
|
7,005
|
|
|||||||
Total commercial mortgage
|
33
|
|
|
1
|
|
|
19
|
|
|
53
|
|
|
41
|
|
|
8,927
|
|
|
9,021
|
|
|||||||
Lease financing
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
6
|
|
|
541
|
|
|
550
|
|
|||||||
International
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
1,096
|
|
|
1,106
|
|
|||||||
Total business loans
|
73
|
|
|
31
|
|
|
25
|
|
|
129
|
|
|
455
|
|
|
43,238
|
|
|
43,822
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage
|
13
|
|
|
1
|
|
|
—
|
|
|
14
|
|
|
39
|
|
|
1,891
|
|
|
1,944
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
8
|
|
|
3
|
|
|
—
|
|
|
11
|
|
|
26
|
|
|
1,753
|
|
|
1,790
|
|
|||||||
Other consumer
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
744
|
|
|
747
|
|
|||||||
Total consumer
|
9
|
|
|
3
|
|
|
1
|
|
|
13
|
|
|
27
|
|
|
2,497
|
|
|
2,537
|
|
|||||||
Total retail loans
|
22
|
|
|
4
|
|
|
1
|
|
|
27
|
|
|
66
|
|
|
4,388
|
|
|
4,481
|
|
|||||||
Total loans
|
$
|
95
|
|
|
$
|
35
|
|
|
$
|
26
|
|
|
$
|
156
|
|
|
$
|
521
|
|
|
$
|
47,626
|
|
|
$
|
48,303
|
|
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
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
Internally Assigned Rating
|
|
|
||||||||||||||||
(in millions)
|
Pass (a)
|
|
Special
Mention (b)
|
|
Substandard (c)
|
|
Nonaccrual (d)
|
|
Total
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
28,088
|
|
|
$
|
795
|
|
|
$
|
932
|
|
|
$
|
400
|
|
|
$
|
30,215
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
2,552
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
2,567
|
|
|||||
Other business lines (f)
|
362
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
363
|
|
|||||
Total real estate construction
|
2,914
|
|
|
15
|
|
|
1
|
|
|
—
|
|
|
2,930
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,958
|
|
|
31
|
|
|
19
|
|
|
8
|
|
|
2,016
|
|
|||||
Other business lines (f)
|
6,755
|
|
|
111
|
|
|
106
|
|
|
33
|
|
|
7,005
|
|
|||||
Total commercial mortgage
|
8,713
|
|
|
142
|
|
|
125
|
|
|
41
|
|
|
9,021
|
|
|||||
Lease financing
|
528
|
|
|
11
|
|
|
5
|
|
|
6
|
|
|
550
|
|
|||||
International
|
1,015
|
|
|
58
|
|
|
25
|
|
|
8
|
|
|
1,106
|
|
|||||
Total business loans
|
41,258
|
|
|
1,021
|
|
|
1,088
|
|
|
455
|
|
|
43,822
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
1,904
|
|
|
1
|
|
|
—
|
|
|
39
|
|
|
1,944
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,760
|
|
|
1
|
|
|
3
|
|
|
26
|
|
|
1,790
|
|
|||||
Other consumer
|
745
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
747
|
|
|||||
Total consumer
|
2,505
|
|
|
1
|
|
|
4
|
|
|
27
|
|
|
2,537
|
|
|||||
Total retail loans
|
4,409
|
|
|
2
|
|
|
4
|
|
|
66
|
|
|
4,481
|
|
|||||
Total loans
|
$
|
45,667
|
|
|
$
|
1,023
|
|
|
$
|
1,092
|
|
|
$
|
521
|
|
|
$
|
48,303
|
|
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
|
|
(a)
|
Includes all loans not included in the categories of special mention, substandard or nonaccrual.
|
(b)
|
Special mention loans are accruing loans that have potential credit weaknesses that deserve management’s close attention, such as loans to borrowers who may be experiencing financial difficulties that may result in deterioration of repayment prospects from the borrower at some future date.
|
(c)
|
Substandard loans are accruing loans that have a well-defined weakness, or weaknesses, such as loans to borrowers who may be experiencing losses from operations or inadequate liquidity of a degree and duration that jeopardizes the orderly repayment of the loan. Substandard loans also are distinguished by the distinct possibility of loss in the future if these weaknesses are not corrected. This category is generally consistent with the "substandard" category as defined by regulatory authorities.
|
(d)
|
Nonaccrual loans are loans for which the accrual of interest has been discontinued. For further information regarding nonaccrual loans, refer to the Nonperforming Assets subheading in Note 1 - Basis of Presentation and Accounting Policies - on page F-56 in the Corporation's 2016 Annual Report. A significant majority of nonaccrual loans are generally consistent with the "substandard" category and the remainder are generally consistent with the "doubtful" category as defined by regulatory authorities.
|
(e)
|
Primarily loans to real estate developers.
|
(f)
|
Primarily loans secured by owner-occupied real estate.
|
(in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Nonaccrual loans
|
$
|
521
|
|
|
$
|
582
|
|
Reduced-rate loans (a)
|
8
|
|
|
8
|
|
||
Total nonperforming loans
|
529
|
|
|
590
|
|
||
Foreclosed property (b)
|
16
|
|
|
17
|
|
||
Total nonperforming assets
|
$
|
545
|
|
|
$
|
607
|
|
(a)
|
There were
no
reduced-rate business loans at both
March 31, 2017
and
December 31, 2016
. Reduced-rate retail loans were
$8 million
at both
March 31, 2017
and
December 31, 2016
.
|
(b)
|
Included
$2 million
and
$3 million
of foreclosed residential real estate properties at
March 31, 2017
and
December 31, 2016
, respectively.
|
|
2017
|
|
2016
|
||||||||||||||||||||
(in millions)
|
Business Loans
|
|
Retail Loans
|
|
Total
|
|
Business Loans
|
|
Retail Loans
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
682
|
|
|
$
|
48
|
|
|
$
|
730
|
|
|
$
|
579
|
|
|
$
|
55
|
|
|
$
|
634
|
|
Loan charge-offs
|
(42
|
)
|
|
(2
|
)
|
|
(44
|
)
|
|
(75
|
)
|
|
(2
|
)
|
|
(77
|
)
|
||||||
Recoveries on loans previously charged-off
|
9
|
|
|
2
|
|
|
11
|
|
|
24
|
|
|
1
|
|
|
25
|
|
||||||
Net loan charge-offs
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|
(51
|
)
|
|
(1
|
)
|
|
(52
|
)
|
||||||
Provision for loan losses
|
12
|
|
|
(1
|
)
|
|
11
|
|
|
145
|
|
|
(4
|
)
|
|
141
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Balance at end of period
|
$
|
661
|
|
|
$
|
47
|
|
|
$
|
708
|
|
|
$
|
674
|
|
|
$
|
50
|
|
|
$
|
724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of total loans
|
1.51
|
%
|
|
1.05
|
%
|
|
1.47
|
%
|
|
1.50
|
%
|
|
1.14
|
%
|
|
1.47
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
March 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
87
|
|
|
$
|
2
|
|
|
$
|
89
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
88
|
|
Collectively evaluated for impairment
|
574
|
|
|
45
|
|
|
619
|
|
|
586
|
|
|
50
|
|
|
636
|
|
||||||
Total allowance for loan losses
|
$
|
661
|
|
|
$
|
47
|
|
|
$
|
708
|
|
|
$
|
674
|
|
|
$
|
50
|
|
|
$
|
724
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
535
|
|
|
$
|
41
|
|
|
$
|
576
|
|
|
$
|
755
|
|
|
$
|
27
|
|
|
$
|
782
|
|
Collectively evaluated for impairment
|
43,287
|
|
|
4,440
|
|
|
47,727
|
|
|
44,265
|
|
|
4,330
|
|
|
48,595
|
|
||||||
Total loans evaluated for impairment
|
$
|
43,822
|
|
|
$
|
4,481
|
|
|
$
|
48,303
|
|
|
$
|
45,020
|
|
|
$
|
4,357
|
|
|
$
|
49,377
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
$
|
41
|
|
|
$
|
45
|
|
Charge-offs on lending related commitments (a)
|
—
|
|
|
(6
|
)
|
||
Provision for credit losses on lending-related commitments
|
5
|
|
|
7
|
|
||
Balance at end of period
|
$
|
46
|
|
|
$
|
46
|
|
|
Recorded Investment In:
|
|
|
|
|
||||||||||||||
(in millions)
|
Impaired
Loans with
No Related
Allowance
|
|
Impaired
Loans with
Related
Allowance
|
|
Total
Impaired
Loans
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
for Loan
Losses
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
101
|
|
|
$
|
384
|
|
|
$
|
485
|
|
|
$
|
576
|
|
|
$
|
80
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
7
|
|
|
7
|
|
|
16
|
|
|
5
|
|
|||||
Other business lines (b)
|
3
|
|
|
32
|
|
|
35
|
|
|
44
|
|
|
1
|
|
|||||
Total commercial mortgage
|
3
|
|
|
39
|
|
|
42
|
|
|
60
|
|
|
6
|
|
|||||
International
|
1
|
|
|
7
|
|
|
8
|
|
|
17
|
|
|
1
|
|
|||||
Total business loans
|
105
|
|
|
430
|
|
|
535
|
|
|
653
|
|
|
87
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
18
|
|
|
9
|
|
|
27
|
|
|
29
|
|
|
2
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
12
|
|
|
—
|
|
|
12
|
|
|
16
|
|
|
—
|
|
|||||
Other consumer
|
2
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|||||
Total consumer
|
14
|
|
|
—
|
|
|
14
|
|
|
19
|
|
|
—
|
|
|||||
Total retail loans (c)
|
32
|
|
|
9
|
|
|
41
|
|
|
48
|
|
|
2
|
|
|||||
Total individually evaluated impaired loans
|
$
|
137
|
|
|
$
|
439
|
|
|
$
|
576
|
|
|
$
|
701
|
|
|
$
|
89
|
|
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
|
|
(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.
|
|
Individually Evaluated Impaired Loans
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
(in millions)
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
||||||||
Business loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
498
|
|
|
$
|
2
|
|
|
$
|
511
|
|
|
$
|
4
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
7
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Other business lines (b)
|
34
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||
Total commercial mortgage
|
41
|
|
|
—
|
|
|
44
|
|
|
—
|
|
||||
International
|
11
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
Total business loans
|
550
|
|
|
2
|
|
|
574
|
|
|
4
|
|
||||
Retail loans:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage
|
27
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
||||||||
Home equity
|
14
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Other consumer
|
4
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total consumer
|
18
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
Total retail loans
|
45
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Total individually evaluated impaired loans
|
$
|
595
|
|
|
$
|
2
|
|
|
$
|
603
|
|
|
$
|
4
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
|
Type of Modification
|
|
||||||||||||||
(in millions)
|
Principal Deferrals (a)
|
|
Principal Deferrals (a)
|
Interest Rate Reductions
|
AB Note Restructures (b)
|
Total Modifications
|
||||||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
80
|
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
16
|
|
$
|
160
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
||||||||||
Other business lines (c)
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
1
|
|
|||||
International
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
11
|
|
|||||
Total business loans
|
85
|
|
|
145
|
|
|
—
|
|
|
27
|
|
172
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
2
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
||||||||||
Home equity (d)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|||||
Total retail loans
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
2
|
|
|||||
Total loans
|
$
|
86
|
|
|
$
|
145
|
|
|
$
|
2
|
|
|
$
|
27
|
|
$
|
174
|
|
(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 generally fully charged off.
|
(c)
|
Primarily loans secured by owner-occupied real estate.
|
(d)
|
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
|
|
2017
|
|
2016
|
||||||||||||
(in millions)
|
Balance at March 31
|
Subsequent Default in the Three Months Ended March 31
|
|
Balance at March 31
|
Subsequent Default in the Three Months Ended March 31
|
||||||||||
Principal deferrals:
|
|
|
|
|
|
|
|
||||||||
Business loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
281
|
|
|
$
|
1
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
—
|
|
|
8
|
|
|
6
|
|
||||
Other business lines (b)
|
9
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total commercial mortgage
|
9
|
|
|
—
|
|
|
11
|
|
|
6
|
|
||||
International
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total business loans
|
150
|
|
|
—
|
|
|
293
|
|
|
7
|
|
||||
Retail loans:
|
|
|
|
|
|
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Home equity
|
2
|
|
(c)
|
—
|
|
|
1
|
|
(c)
|
—
|
|
||||
Total principal deferrals
|
$
|
152
|
|
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
7
|
|
(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.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
|
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 (b)
|
$
|
2,275
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
2,275
|
|
|
$
|
92
|
|
|
$
|
4
|
|
Derivatives used as economic hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards and swaps
|
665
|
|
|
1
|
|
|
1
|
|
|
717
|
|
|
2
|
|
|
2
|
|
||||||
Total risk management purposes
|
2,940
|
|
|
10
|
|
|
1
|
|
|
2,992
|
|
|
94
|
|
|
6
|
|
||||||
Customer-initiated and other activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
570
|
|
|
—
|
|
|
1
|
|
|
436
|
|
|
—
|
|
|
1
|
|
||||||
Caps and floors purchased
|
570
|
|
|
1
|
|
|
—
|
|
|
436
|
|
|
1
|
|
|
—
|
|
||||||
Swaps (b)
|
12,934
|
|
|
75
|
|
|
51
|
|
|
12,451
|
|
|
130
|
|
|
76
|
|
||||||
Total interest rate contracts
|
14,074
|
|
|
76
|
|
|
52
|
|
|
13,323
|
|
|
131
|
|
|
77
|
|
||||||
Energy contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
329
|
|
|
1
|
|
|
19
|
|
|
419
|
|
|
1
|
|
|
31
|
|
||||||
Caps and floors purchased
|
329
|
|
|
19
|
|
|
1
|
|
|
419
|
|
|
31
|
|
|
1
|
|
||||||
Swaps
|
1,243
|
|
|
79
|
|
|
78
|
|
|
1,389
|
|
|
114
|
|
|
112
|
|
||||||
Total energy contracts
|
1,901
|
|
|
99
|
|
|
98
|
|
|
2,227
|
|
|
146
|
|
|
144
|
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards, options and swaps
|
1,645
|
|
|
30
|
|
|
24
|
|
|
1,509
|
|
|
36
|
|
|
27
|
|
||||||
Total customer-initiated and other activities
|
17,620
|
|
|
205
|
|
|
174
|
|
|
17,059
|
|
|
313
|
|
|
248
|
|
||||||
Total gross derivatives
|
$
|
20,560
|
|
|
215
|
|
|
175
|
|
|
$
|
20,051
|
|
|
407
|
|
|
254
|
|
||||
Amounts offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Netting adjustment - Offsetting derivative assets/liabilities
|
|
|
(71
|
)
|
|
(71
|
)
|
|
|
|
(84
|
)
|
|
(84
|
)
|
||||||||
Netting adjustment - Cash collateral received/posted
|
|
|
(43
|
)
|
|
(5
|
)
|
|
|
|
(47
|
)
|
|
(45
|
)
|
||||||||
Net derivatives included in the consolidated balance sheets (c)
|
|
|
101
|
|
|
99
|
|
|
|
|
|
276
|
|
|
125
|
|
|||||||
Amounts not offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketable securities pledged under bilateral collateral agreements
|
|
|
(13
|
)
|
|
(8
|
)
|
|
|
|
(19
|
)
|
|
(8
|
)
|
||||||||
Net derivatives after deducting amounts not offset in the consolidated balance sheets
|
|
|
|
$
|
88
|
|
|
$
|
91
|
|
|
|
|
|
$
|
257
|
|
|
$
|
117
|
|
(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)
|
Due to clearinghouse rule changes, beginning January 1, 2017, variation margin payments are treated as settlements of derivative exposure rather than as collateral. As a result, these payments are now considered in determining the fair value of centrally cleared derivatives, resulting in centrally cleared derivatives having a fair value of approximately zero.
|
(c)
|
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
$4 million
and
$5 million
at
March 31, 2017
and
December 31, 2016
, respectively.
|
|
|
|
Weighted Average
|
||||||||
(dollar amounts in millions)
|
Notional
Amount
|
|
Remaining
Maturity
(in years)
|
|
Receive Rate
|
|
Pay Rate (a)
|
||||
March 31, 2017
|
|
|
|
|
|
|
|
||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
||||
Medium- and long-term debt designation
|
$
|
2,275
|
|
|
4.3
|
|
3.69
|
%
|
|
1.92
|
%
|
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
|
|
(a)
|
Variable rates paid on receive fixed swaps are based on six-month LIBOR rates in effect at
March 31, 2017
and
December 31, 2016
.
|
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
|
Location of Gain
|
2017
|
|
2016
|
||||
Interest rate contracts
|
|
Other noninterest income
|
$
|
6
|
|
|
$
|
2
|
|
Foreign exchange contracts
|
|
Foreign exchange income
|
11
|
|
|
10
|
|
||
Total
|
|
|
$
|
17
|
|
|
$
|
12
|
|
(in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Unused commitments to extend credit:
|
|
|
|
||||
Commercial and other
|
$
|
24,259
|
|
|
$
|
24,333
|
|
Bankcard, revolving check credit and home equity loan commitments
|
2,773
|
|
|
2,658
|
|
||
Total unused commitments to extend credit
|
$
|
27,032
|
|
|
$
|
26,991
|
|
Standby letters of credit
|
$
|
3,493
|
|
|
$
|
3,623
|
|
Commercial letters of credit
|
51
|
|
|
46
|
|
(dollar amounts in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Total criticized standby and commercial letters of credit
|
$
|
120
|
|
|
$
|
135
|
|
As a percentage of total outstanding standby and commercial letters of credit
|
3.4
|
%
|
|
3.7
|
%
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Other noninterest income:
|
|
|
|
||||
Amortization of other tax credit investments
|
$
|
1
|
|
|
$
|
—
|
|
Provision for income taxes:
|
|
|
|
||||
Amortization of LIHTC investments
|
16
|
|
|
16
|
|
||
Low income housing tax credits
|
(15
|
)
|
|
(16
|
)
|
||
Other tax benefits related to tax credit entities
|
(6
|
)
|
|
(6
|
)
|
||
Total provision for income taxes
|
$
|
(5
|
)
|
|
$
|
(6
|
)
|
(in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Parent company
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
3.80% subordinated notes due 2026 (a)
|
$
|
255
|
|
|
$
|
256
|
|
Medium-term notes:
|
|
|
|
||||
2.125% notes due 2019 (a)
|
348
|
|
|
348
|
|
||
Total parent company
|
603
|
|
|
604
|
|
||
Subsidiaries
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
5.20% subordinated notes due 2017 (a)
|
507
|
|
|
511
|
|
||
4.00% subordinated notes due 2025 (a)
|
347
|
|
|
347
|
|
||
7.875% subordinated notes due 2026 (a)
|
213
|
|
|
215
|
|
||
Total subordinated notes
|
1,067
|
|
|
1,073
|
|
||
Medium-term notes:
|
|
|
|
||||
2.50% notes due 2020 (a)
|
667
|
|
|
667
|
|
||
Federal Home Loan Bank (FHLB) advances:
|
|
|
|
||||
Floating-rate based on FHLB auction rate due 2026
|
2,800
|
|
|
2,800
|
|
||
Other notes:
|
|
|
|
||||
6.0% - 6.4% fixed-rate notes due 2018 to 2020
|
16
|
|
|
16
|
|
||
Total subsidiaries
|
4,550
|
|
|
4,556
|
|
||
Total medium- and long-term debt
|
$
|
5,153
|
|
|
$
|
5,160
|
|
(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.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Accumulated net unrealized (losses) gains on investment securities:
|
|
|
|
||||
Balance at beginning of period, net of tax
|
$
|
(33
|
)
|
|
$
|
9
|
|
|
|
|
|
||||
Net unrealized holding (losses) gains arising during the period
|
(2
|
)
|
|
149
|
|
||
Less: (Benefit) provision for income taxes
|
(1
|
)
|
|
55
|
|
||
Net unrealized holding (losses) gains arising during the period, net of tax
|
(1
|
)
|
|
94
|
|
||
Less:
|
|
|
|
||||
Reclassification adjustment for net losses realized as a yield adjustment included in net income, net of tax
|
(1
|
)
|
|
(1
|
)
|
||
Change in net unrealized gains on investment securities, net of tax
|
—
|
|
|
95
|
|
||
Balance at end of period, net of tax
|
$
|
(33
|
)
|
|
$
|
104
|
|
|
|
|
|
||||
Accumulated defined benefit pension and other postretirement plans adjustment:
|
|
|
|
||||
Balance at beginning of period, net of tax
|
$
|
(350
|
)
|
|
$
|
(438
|
)
|
|
|
|
|
||||
Amortization of actuarial net loss
|
13
|
|
|
10
|
|
||
Amortization of prior service credit
|
(7
|
)
|
|
—
|
|
||
Amounts recognized in salaries and benefits expense
|
6
|
|
|
10
|
|
||
Less: Provision for income taxes
|
2
|
|
|
4
|
|
||
Change in defined benefit pension and other postretirement plans adjustment, net of tax
|
4
|
|
|
6
|
|
||
Balance at end of period, net of tax
|
$
|
(346
|
)
|
|
$
|
(432
|
)
|
Total accumulated other comprehensive loss at end of period, net of tax
|
$
|
(379
|
)
|
|
$
|
(328
|
)
|
|
Three Months Ended March 31,
|
||||||
(in millions, except per share data)
|
2017
|
|
2016
|
||||
Basic and diluted
|
|
|
|
||||
Net income
|
$
|
202
|
|
|
$
|
60
|
|
Less:
|
|
|
|
||||
Income allocated to participating securities
|
2
|
|
|
1
|
|
||
Net income attributable to common shares
|
$
|
200
|
|
|
$
|
59
|
|
|
|
|
|
||||
Basic average common shares
|
175
|
|
|
173
|
|
||
|
|
|
|
||||
Basic net income per common share
|
$
|
1.15
|
|
|
$
|
0.34
|
|
|
|
|
|
||||
Basic average common shares
|
175
|
|
|
173
|
|
||
Dilutive common stock equivalents:
|
|
|
|
||||
Net effect of the assumed exercise of stock options
|
3
|
|
|
1
|
|
||
Net effect of the assumed exercise of warrants
|
2
|
|
|
2
|
|
||
Diluted average common shares
|
180
|
|
|
176
|
|
||
|
|
|
|
||||
Diluted net income per common share
|
$
|
1.11
|
|
|
$
|
0.34
|
|
|
Three Months Ended March 31,
|
(shares in millions)
|
2016
|
Average outstanding options
|
6.9
|
Range of exercise prices
|
$37.26 - $59.86
|
Qualified Defined Benefit Pension Plan
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Service cost
|
$
|
7
|
|
|
$
|
8
|
|
Interest cost
|
20
|
|
|
23
|
|
||
Expected return on plan assets
|
(40
|
)
|
|
(41
|
)
|
||
Amortization of prior service (credit) cost
|
(5
|
)
|
|
1
|
|
||
Amortization of net loss
|
11
|
|
|
8
|
|
||
Net periodic defined benefit cost
|
$
|
(7
|
)
|
|
$
|
(1
|
)
|
Postretirement Benefit Plan
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Interest cost
|
$
|
1
|
|
|
$
|
1
|
|
Expected return on plan assets
|
(1
|
)
|
|
(1
|
)
|
||
Net periodic postretirement benefit cost
|
$
|
—
|
|
|
$
|
—
|
|
•
|
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.
|
(in millions)
|
Employee Costs
|
|
Facilities Costs
|
|
Technology Costs
|
|
Other Costs
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
18
|
|
Restructuring charges
|
1
|
|
|
1
|
|
|
6
|
|
|
3
|
|
|
11
|
|
|||||
Payments
|
(4
|
)
|
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
|
(13
|
)
|
|||||
Adjustments for non-cash charges (a)
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Balance at end of period
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
13
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total restructuring charges incurred to date
|
$
|
53
|
|
|
$
|
16
|
|
|
$
|
6
|
|
|
$
|
29
|
|
|
$
|
104
|
|
Total expected restructuring charges (b)
|
55
|
|
|
35
|
|
|
$15 - $ 35
|
|
|
35
|
|
|
$140 - $160
|
|
(a)
|
Adjustments for non-cash charges primarily include impairments of previously capitalized software costs.
|
(b)
|
Restructuring activities are expected to be substantially completed by
12/31/2018
.
|
(dollar amounts in millions)
|
Business
Bank |
|
Retail
Bank |
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2017
|
|
|
|
|
|
||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
332
|
|
|
$
|
160
|
|
|
$
|
41
|
|
|
$
|
(71
|
)
|
|
$
|
8
|
|
|
$
|
470
|
|
Provision for credit losses
|
10
|
|
|
12
|
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|
16
|
|
||||||
Noninterest income
|
144
|
|
|
48
|
|
|
64
|
|
|
11
|
|
|
4
|
|
|
271
|
|
||||||
Noninterest expenses
|
197
|
|
|
179
|
|
|
70
|
|
|
(1
|
)
|
|
12
|
|
|
457
|
|
||||||
Provision (benefit) for income taxes
|
92
|
|
|
6
|
|
|
13
|
|
|
(24
|
)
|
|
(21
|
)
|
(a)
|
66
|
|
||||||
Net income (loss)
|
$
|
177
|
|
|
$
|
11
|
|
|
$
|
23
|
|
|
$
|
(35
|
)
|
|
$
|
26
|
|
|
$
|
202
|
|
Net credit-related charge-offs (recoveries)
|
$
|
30
|
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
38,091
|
|
|
$
|
6,525
|
|
|
$
|
5,406
|
|
|
$
|
13,944
|
|
|
$
|
7,853
|
|
|
$
|
71,819
|
|
Loans
|
36,754
|
|
|
5,895
|
|
|
5,251
|
|
|
—
|
|
|
—
|
|
|
47,900
|
|
||||||
Deposits
|
29,648
|
|
|
23,795
|
|
|
3,978
|
|
|
142
|
|
|
216
|
|
|
57,779
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.87
|
%
|
|
0.17
|
%
|
|
1.69
|
%
|
|
N/M
|
|
|
N/M
|
|
|
1.14
|
%
|
||||||
Efficiency ratio (c)
|
41.33
|
|
|
86.00
|
|
|
67.17
|
|
|
N/M
|
|
|
N/M
|
|
|
61.63
|
|
(dollar amounts in millions)
|
Business
Bank |
|
Retail
Bank |
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
357
|
|
|
$
|
155
|
|
|
$
|
43
|
|
|
$
|
(113
|
)
|
|
$
|
5
|
|
|
$
|
447
|
|
Provision for credit losses
|
151
|
|
|
3
|
|
|
(5
|
)
|
|
—
|
|
|
(1
|
)
|
|
148
|
|
||||||
Noninterest income
|
136
|
|
|
44
|
|
|
58
|
|
|
11
|
|
|
(5
|
)
|
|
244
|
|
||||||
Noninterest expenses
|
206
|
|
|
180
|
|
|
73
|
|
|
(1
|
)
|
|
—
|
|
|
458
|
|
||||||
Provision (benefit) for income taxes
|
44
|
|
|
5
|
|
|
12
|
|
|
(38
|
)
|
|
2
|
|
|
25
|
|
||||||
Net income (loss)
|
$
|
92
|
|
|
$
|
11
|
|
|
$
|
21
|
|
|
$
|
(63
|
)
|
|
$
|
(1
|
)
|
|
$
|
60
|
|
Net credit-related charge-offs (recoveries)
|
$
|
57
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
39,166
|
|
|
$
|
6,544
|
|
|
$
|
5,162
|
|
|
$
|
13,789
|
|
|
$
|
4,567
|
|
|
$
|
69,228
|
|
Loans
|
37,561
|
|
|
5,867
|
|
|
4,964
|
|
|
—
|
|
|
—
|
|
|
48,392
|
|
||||||
Deposits
|
29,114
|
|
|
23,111
|
|
|
4,171
|
|
|
96
|
|
|
216
|
|
|
56,708
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
0.94
|
%
|
|
0.18
|
%
|
|
1.66
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.35
|
%
|
||||||
Efficiency ratio (c)
|
41.81
|
|
|
89.24
|
|
|
72.00
|
|
|
N/M
|
|
|
N/M
|
|
|
65.99
|
|
(a)
|
Includes tax benefit of
$24 million
from employee stock transactions.
|
(b)
|
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
|
(c)
|
Noninterest expenses as a percentage of the sum of net interest income (fully taxable equivalent basis) and noninterest income excluding net securities gains.
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets |
|
Finance
& Other |
|
Total
|
||||||||||||
Three Months Ended March 31, 2017
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
170
|
|
|
$
|
171
|
|
|
$
|
113
|
|
|
$
|
79
|
|
|
$
|
(63
|
)
|
|
$
|
470
|
|
Provision for credit losses
|
(2
|
)
|
|
21
|
|
|
(9
|
)
|
|
11
|
|
|
(5
|
)
|
|
16
|
|
||||||
Noninterest income
|
83
|
|
|
41
|
|
|
32
|
|
|
100
|
|
|
15
|
|
|
271
|
|
||||||
Noninterest expenses
|
150
|
|
|
96
|
|
|
94
|
|
|
106
|
|
|
11
|
|
|
457
|
|
||||||
Provision (benefit) for income taxes
|
37
|
|
|
36
|
|
|
22
|
|
|
16
|
|
|
(45
|
)
|
(a)
|
66
|
|
||||||
Net income (loss)
|
$
|
68
|
|
|
$
|
59
|
|
|
$
|
38
|
|
|
$
|
46
|
|
|
$
|
(9
|
)
|
|
$
|
202
|
|
Net credit-related charge-offs (recoveries)
|
$
|
(3
|
)
|
|
$
|
10
|
|
|
$
|
22
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,413
|
|
|
$
|
17,799
|
|
|
$
|
10,555
|
|
|
$
|
8,255
|
|
|
$
|
21,797
|
|
|
$
|
71,819
|
|
Loans
|
12,746
|
|
|
17,520
|
|
|
10,111
|
|
|
7,523
|
|
|
—
|
|
|
47,900
|
|
||||||
Deposits
|
22,184
|
|
|
17,209
|
|
|
10,113
|
|
|
7,915
|
|
|
358
|
|
|
57,779
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.19
|
%
|
|
1.30
|
%
|
|
1.34
|
%
|
|
2.10
|
%
|
|
N/M
|
|
|
1.14
|
%
|
||||||
Efficiency ratio (c)
|
59.17
|
|
|
45.35
|
|
|
64.78
|
|
|
59.31
|
|
|
N/M
|
|
|
61.63
|
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets |
|
Finance
& Other |
|
Total
|
||||||||||||
Three Months Ended March 31, 2016
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
174
|
|
|
$
|
175
|
|
|
$
|
121
|
|
|
$
|
85
|
|
|
$
|
(108
|
)
|
|
$
|
447
|
|
Provision for credit losses
|
(6
|
)
|
|
(6
|
)
|
|
169
|
|
|
(8
|
)
|
|
(1
|
)
|
|
148
|
|
||||||
Noninterest income
|
76
|
|
|
38
|
|
|
30
|
|
|
94
|
|
|
6
|
|
|
244
|
|
||||||
Noninterest expenses
|
151
|
|
|
104
|
|
|
100
|
|
|
104
|
|
|
(1
|
)
|
|
458
|
|
||||||
Provision (benefit) for income taxes
|
35
|
|
|
43
|
|
|
(41
|
)
|
|
24
|
|
|
(36
|
)
|
|
25
|
|
||||||
Net income (loss)
|
$
|
70
|
|
|
$
|
72
|
|
|
$
|
(77
|
)
|
|
$
|
59
|
|
|
$
|
(64
|
)
|
|
$
|
60
|
|
Net credit-related charge-offs (recoveries)
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
47
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,402
|
|
|
$
|
17,541
|
|
|
$
|
11,295
|
|
|
$
|
8,634
|
|
|
$
|
18,356
|
|
|
$
|
69,228
|
|
Loans
|
12,774
|
|
|
17,283
|
|
|
10,763
|
|
|
7,572
|
|
|
—
|
|
|
48,392
|
|
||||||
Deposits
|
21,696
|
|
|
16,654
|
|
|
10,374
|
|
|
7,672
|
|
|
312
|
|
|
56,708
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.24
|
%
|
|
1.63
|
%
|
|
(2.58
|
)%
|
|
2.68
|
%
|
|
N/M
|
|
|
0.35
|
%
|
||||||
Efficiency ratio (c)
|
59.88
|
|
|
48.57
|
|
|
66.10
|
|
|
58.06
|
|
|
N/M
|
|
|
65.99
|
|
(a)
|
Includes tax benefit of
$24 million
from employee stock transactions.
|
(b)
|
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
|
(c)
|
Noninterest expenses as a percentage of the sum of net interest income (fully taxable equivalent basis) and noninterest income excluding net securities gains.
|
•
|
Expense reductions are expected to save approximately
$150 million
in full-year 2017, and approximately
$200 million
in full-year 2018. This is being achieved from a reduction in workforce, a new retirement program, streamlining operational processes, real estate optimization including consolidating banking centers as well as reducing office and operations space, selective outsourcing of technology functions and reduction of technology system applications.
|
•
|
Revenue enhancements are expected to gradually ramp-up to approximately
$30 million
in full-year 2017, 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, including $25 to $50 million in 2017. Pre-tax restructuring charges of
$104 million
were incurred through
March 31, 2017
. For additional information regarding restructuring charges, refer to note
13
to the consolidated financial statements.
|
•
|
Growth in average loans of 1-2 percent. Excluding Mortgage Banker Finance and Energy, loan growth of 3-4 percent, reflecting increases in the remaining lines of business.
|
•
|
Net interest income higher, reflecting the benefits from the rate increases in December 2016 ($85 million; no deposit beta) and March 2017 (more than $50 million for the remainder of 2017; 25 percent deposit beta), loan growth and debt maturities.
|
•
|
Provision for credit losses lower, with continued solid performance of the overall portfolio.
|
◦
|
Provision of 20-30 basis points and net charge-offs in line with the first quarter 2017.
|
•
|
Noninterest income higher, with the execution of GEAR Up opportunities of $30 million, modest growth in treasury management and card fees, as well as wealth management products such as fiduciary and brokerage services.
|
◦
|
Increase of 4-6 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 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 1-2 percent lower.
|
◦
|
Decrease of 4-5 percent including restructuring charges.
|
•
|
Income tax expense to approximate 31 percent of pre-tax income, reflecting 33 percent for the remaining quarters assuming no further tax impact from employee stock transactions.
|
|
Three Months Ended
|
||||||||||||||||
|
March 31, 2017
|
|
March 31, 2016
|
||||||||||||||
(dollar amounts in millions)
|
Average
Balance
|
Interest
|
Average
Rate (a)
|
|
Average
Balance
|
Interest
|
Average
Rate (a)
|
||||||||||
Commercial loans
|
$
|
29,694
|
|
$
|
256
|
|
3.51
|
%
|
|
$
|
30,814
|
|
$
|
249
|
|
3.25
|
%
|
Real estate construction loans
|
2,958
|
|
28
|
|
3.82
|
|
|
2,114
|
|
19
|
|
3.66
|
|
||||
Commercial mortgage loans
|
8,977
|
|
83
|
|
3.73
|
|
|
8,961
|
|
80
|
|
3.59
|
|
||||
Lease financing
|
570
|
|
5
|
|
3.30
|
|
|
726
|
|
6
|
|
3.33
|
|
||||
International loans
|
1,210
|
|
11
|
|
3.77
|
|
|
1,419
|
|
13
|
|
3.65
|
|
||||
Residential mortgage loans
|
1,963
|
|
17
|
|
3.57
|
|
|
1,892
|
|
19
|
|
3.94
|
|
||||
Consumer loans
|
2,528
|
|
21
|
|
3.42
|
|
|
2,466
|
|
20
|
|
3.33
|
|
||||
Total loans
|
47,900
|
|
421
|
|
3.57
|
|
|
48,392
|
|
406
|
|
3.38
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities (b)
|
9,306
|
|
51
|
|
2.14
|
|
|
9,356
|
|
51
|
|
2.22
|
|
||||
Other investment securities
|
2,892
|
|
11
|
|
1.60
|
|
|
3,001
|
|
11
|
|
1.50
|
|
||||
Total investment securities (b)
|
12,198
|
|
62
|
|
2.02
|
|
|
12,357
|
|
62
|
|
2.05
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
6,458
|
|
13
|
|
0.83
|
|
|
3,265
|
|
4
|
|
0.50
|
|
||||
Other short-term investments
|
92
|
|
—
|
|
0.67
|
|
|
109
|
|
—
|
|
0.93
|
|
||||
Total earning assets
|
66,648
|
|
496
|
|
3.02
|
|
|
64,123
|
|
472
|
|
2.97
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
1,180
|
|
|
|
|
1,068
|
|
|
|
||||||||
Allowance for loan losses
|
(741
|
)
|
|
|
|
(680
|
)
|
|
|
||||||||
Accrued income and other assets
|
4,732
|
|
|
|
|
4,717
|
|
|
|
||||||||
Total assets
|
$
|
71,819
|
|
|
|
|
$
|
69,228
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Money market and interest-bearing checking deposits
|
$
|
22,477
|
|
7
|
|
0.12
|
|
|
$
|
23,193
|
|
6
|
|
0.11
|
|
||
Savings deposits
|
2,085
|
|
—
|
|
0.02
|
|
|
1,936
|
|
—
|
|
0.02
|
|
||||
Customer certificates of deposit
|
2,715
|
|
2
|
|
0.38
|
|
|
3,477
|
|
4
|
|
0.40
|
|
||||
Foreign office time deposits
|
43
|
|
—
|
|
0.49
|
|
|
50
|
|
—
|
|
0.33
|
|
||||
Total interest-bearing deposits
|
27,320
|
|
9
|
|
0.14
|
|
|
28,656
|
|
10
|
|
0.14
|
|
||||
Short-term borrowings
|
22
|
|
—
|
|
0.73
|
|
|
365
|
|
—
|
|
0.45
|
|
||||
Medium- and long-term debt
|
5,157
|
|
17
|
|
1.30
|
|
|
3,093
|
|
15
|
|
1.94
|
|
||||
Total interest-bearing sources
|
32,499
|
|
26
|
|
0.33
|
|
|
32,114
|
|
25
|
|
0.32
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing deposits
|
30,459
|
|
|
|
|
28,052
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
996
|
|
|
|
|
1,430
|
|
|
|
||||||||
Total shareholders’ equity
|
7,865
|
|
|
|
|
7,632
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
71,819
|
|
|
|
|
$
|
69,228
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net interest income/rate spread
|
|
$
|
470
|
|
2.69
|
|
|
|
$
|
447
|
|
2.65
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Impact of net noninterest-bearing sources of funds
|
|
|
0.17
|
|
|
|
|
0.16
|
|
||||||||
Net interest margin (as a percentage of average earning assets)
|
|
|
2.86
|
%
|
|
|
|
2.81
|
%
|
(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 $1 million in each of the quarters presented.
|
(b)
|
Includes investment securities available-for-sale and investment securities held-to-maturity.
|
|
Three Months Ended
|
|||||||||||
|
March 31, 2017/March 31, 2016
|
|||||||||||
(in millions)
|
Increase
(Decrease)
Due to Rate
|
Increase
(Decrease)
Due to
Volume (a)
|
Net
Increase
(Decrease)
|
|||||||||
Interest Income:
|
|
|
|
|
|
|
||||||
Loans
|
$
|
19
|
|
|
$
|
(4
|
)
|
|
$
|
15
|
|
|
Investment securities (b)
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
|||
Interest-bearing deposits with banks
|
3
|
|
|
6
|
|
|
9
|
|
|
|||
Total interest income
|
21
|
|
|
3
|
|
|
24
|
|
|
|||
Interest Expense:
|
|
|
|
|
|
|
||||||
Interest-bearing deposits
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
|
|||
Medium- and long-term debt
|
1
|
|
|
1
|
|
|
2
|
|
|
|||
Total interest expense
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
|||
Net interest income
|
$
|
19
|
|
|
$
|
4
|
|
|
$
|
23
|
|
|
(a)
|
Rate/volume variances are allocated to variances due to volume.
|
(b)
|
Includes investment securities available-for-sale and investment securities held-to-maturity.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Card fees
|
$
|
77
|
|
|
$
|
72
|
|
Service charges on deposit accounts
|
58
|
|
|
55
|
|
||
Fiduciary income
|
49
|
|
|
46
|
|
||
Commercial lending fees
|
20
|
|
|
20
|
|
||
Letter of credit fees
|
12
|
|
|
13
|
|
||
Bank-owned life insurance
|
10
|
|
|
9
|
|
||
Foreign exchange income
|
11
|
|
|
10
|
|
||
Brokerage fees
|
5
|
|
|
4
|
|
||
Net securities losses
|
—
|
|
|
(2
|
)
|
||
Other noninterest income (a)
|
29
|
|
|
17
|
|
||
Total noninterest income
|
$
|
271
|
|
|
$
|
244
|
|
(a)
|
The table below provides further details on certain categories included in other noninterest income.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Customer derivative income
|
$
|
6
|
|
|
$
|
3
|
|
Investment banking fees
|
4
|
|
|
2
|
|
||
Deferred compensation asset returns (a)
|
3
|
|
|
(5
|
)
|
||
Securities trading income
|
2
|
|
|
2
|
|
||
Risk management hedge income
|
—
|
|
|
3
|
|
||
All other noninterest income
|
14
|
|
|
12
|
|
||
Other noninterest income
|
$
|
29
|
|
|
$
|
17
|
|
(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 resulting change in deferred compensation plan liabilities is reported in salaries and benefits expense. Changes in income earned on deferred compensation assets are substantially offset by changes in deferred compensation plan expense.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2017
|
|
2016
|
||||
Salaries and benefits expense
|
$
|
233
|
|
|
$
|
248
|
|
Outside processing fee expense
|
87
|
|
|
78
|
|
||
Net occupancy expense
|
38
|
|
|
38
|
|
||
Equipment expense
|
11
|
|
|
13
|
|
||
Restructuring charges
|
11
|
|
|
—
|
|
||
Software expense
|
29
|
|
|
29
|
|
||
FDIC insurance expense
|
13
|
|
|
11
|
|
||
Advertising expense
|
4
|
|
|
4
|
|
||
Litigation-related expense
|
(2
|
)
|
|
—
|
|
||
Other noninterest expenses
|
33
|
|
|
37
|
|
||
Total noninterest expenses
|
$
|
457
|
|
|
$
|
458
|
|
|
Three Months Ended March 31,
|
||||||||||||
(dollar amounts in millions)
|
2017
|
|
2016
|
||||||||||
Business Bank
|
$
|
177
|
|
|
84
|
%
|
|
$
|
92
|
|
|
74
|
%
|
Retail Bank
|
11
|
|
|
5
|
|
|
11
|
|
|
9
|
|
||
Wealth Management
|
23
|
|
|
11
|
|
|
21
|
|
|
17
|
|
||
|
211
|
|
|
100
|
%
|
|
124
|
|
|
100
|
%
|
||
Finance
|
(35
|
)
|
|
|
|
(63
|
)
|
|
|
||||
Other (a)
|
26
|
|
|
|
|
(1
|
)
|
|
|
||||
Total
|
$
|
202
|
|
|
|
|
$
|
60
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||
(dollar amounts in millions)
|
2017
|
|
2016
|
||||||||||
Michigan
|
$
|
68
|
|
|
32
|
%
|
|
$
|
70
|
|
|
57
|
%
|
California
|
59
|
|
|
28
|
|
|
72
|
|
|
58
|
|
||
Texas
|
38
|
|
|
18
|
|
|
(77
|
)
|
|
(63
|
)
|
||
Other Markets
|
46
|
|
|
22
|
|
|
59
|
|
|
48
|
|
||
|
211
|
|
|
100
|
%
|
|
124
|
|
|
100
|
%
|
||
Finance & Other (a)
|
(9
|
)
|
|
|
|
(64
|
)
|
|
|
||||
Total
|
$
|
202
|
|
|
|
|
$
|
60
|
|
|
|
(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 and Warrants
Purchased (c)
|
|
Average Price
Paid Per
Share
|
||||||
January 2017
|
639
|
|
|
15,048
|
|
|
834
|
|
|
$
|
68.31
|
|
February 2017
|
597
|
|
|
14,450
|
|
|
597
|
|
|
70.32
|
|
|
March 2017
|
262
|
|
|
11,756
|
|
|
263
|
|
|
73.05
|
|
|
Total first quarter 2017
|
1,498
|
|
|
11,756
|
|
|
1,694
|
|
|
$
|
69.75
|
|
(a)
|
The Corporation made no repurchases of warrants under the repurchase program during the
three months ended March 31, 2017
. 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
three months ended March 31, 2017
, Comerica withheld the equivalent of approximately
989,000
shares to cover an aggregate
$29.2 million
in exercise price and issued approximately
1,500,000
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
196,000
shares purchased pursuant to deferred compensation plans and shares purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan during the
three months ended March 31, 2017
. These transactions are not considered part of the Corporation's repurchase program.
|
|
March 31, 2017
|
December 31, 2016
|
||||||
Common equity tier 1 capital to risk-weighted assets (a)
|
|
4.50
|
%
|
|
|
4.50
|
%
|
|
Tier 1 capital to risk-weighed assets (a)
|
|
6.00
|
|
|
|
6.00
|
|
|
Total capital to risk-weighted assets (a)
|
|
8.00
|
|
|
|
8.00
|
|
|
Capital conservation buffer (a)
|
|
1.250
|
|
|
|
0.625
|
|
|
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 increases to 2.5% on January 1, 2019.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
(dollar amounts in millions)
|
Capital/Assets
|
|
Ratio
|
|
Capital/Assets
|
|
Ratio
|
||||||
Common equity tier 1 and tier 1 risk based (a)
|
$
|
7,667
|
|
|
11.54
|
%
|
|
$
|
7,540
|
|
|
11.09
|
%
|
Total risk-based (a)
|
9,171
|
|
|
13.80
|
|
|
9,018
|
|
|
13.27
|
|
||
Leverage (a)
|
7,667
|
|
|
10.67
|
|
|
7,540
|
|
|
10.18
|
|
||
Common equity
|
7,930
|
|
|
10.87
|
|
|
7,796
|
|
|
10.68
|
|
||
Tangible common equity (b)
|
7,285
|
|
|
10.07
|
|
|
7,151
|
|
|
9.89
|
|
||
Risk-weighted assets (a)
|
66,449
|
|
|
|
|
67,966
|
|
|
|
(a)
|
March 31, 2017
capital, risk-weighted assets and ratios are estimated.
|
(b)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
(dollar amounts in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Nonaccrual loans:
|
|
|
|
||||
Business loans:
|
|
|
|
||||
Commercial
|
$
|
400
|
|
|
$
|
445
|
|
Commercial mortgage
|
41
|
|
|
46
|
|
||
Lease financing
|
6
|
|
|
6
|
|
||
International
|
8
|
|
|
14
|
|
||
Total nonaccrual business loans
|
455
|
|
|
511
|
|
||
Retail loans:
|
|
|
|
||||
Residential mortgage
|
39
|
|
|
39
|
|
||
Consumer:
|
|
|
|
||||
Home equity
|
26
|
|
|
28
|
|
||
Other consumer
|
1
|
|
|
4
|
|
||
Total consumer
|
27
|
|
|
32
|
|
||
Total nonaccrual retail loans
|
66
|
|
|
71
|
|
||
Total nonaccrual loans
|
521
|
|
|
582
|
|
||
Reduced-rate loans
|
8
|
|
|
8
|
|
||
Total nonperforming loans
|
529
|
|
|
590
|
|
||
Foreclosed property
|
16
|
|
|
17
|
|
||
Total nonperforming assets
|
$
|
545
|
|
|
$
|
607
|
|
Nonperforming loans as a percentage of total loans
|
1.10
|
%
|
|
1.20
|
%
|
||
Nonperforming assets as a percentage of total loans and foreclosed property
|
1.13
|
|
|
1.24
|
|
||
Allowance for loan losses as a percentage of total nonperforming loans
|
134
|
|
|
124
|
|
||
Loans past due 90 days or more and still accruing
|
$
|
26
|
|
|
$
|
19
|
|
Loans past due 90 days or more and still accruing as a percentage of total loans
|
0.05
|
%
|
|
0.04
|
%
|
(in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Nonperforming TDRs:
|
|
|
|
||||
Nonaccrual TDRs
|
$
|
233
|
|
|
$
|
225
|
|
Reduced-rate TDRs
|
8
|
|
|
8
|
|
||
Total nonperforming TDRs
|
241
|
|
|
233
|
|
||
Performing TDRs (a)
|
108
|
|
|
94
|
|
||
Total TDRs
|
$
|
349
|
|
|
$
|
327
|
|
(a)
|
TDRs that do not include a reduction in the original contractual interest rate which are performing in accordance with their modified terms.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
(dollar amounts in millions)
|
Number of
Borrowers
|
|
Balance
|
|
Number of
Borrowers
|
|
Balance
|
||||||
Under $2 million
|
1,082
|
|
|
$
|
97
|
|
|
1,152
|
|
|
$
|
95
|
|
$2 million - $5 million
|
16
|
|
|
49
|
|
|
18
|
|
|
57
|
|
||
$5 million - $10 million
|
16
|
|
|
119
|
|
|
9
|
|
|
60
|
|
||
$10 million - $25 million
|
11
|
|
|
195
|
|
|
14
|
|
|
234
|
|
||
Greater than $25 million
|
2
|
|
|
61
|
|
|
4
|
|
|
136
|
|
||
Total
|
1,127
|
|
|
$
|
521
|
|
|
1,197
|
|
|
$
|
582
|
|
|
March 31, 2017
|
|
Three Months Ended March 31, 2017
|
|||||||||||||||||
(dollar amounts in millions)
|
Nonaccrual Loans
|
|
Loans Transferred to
Nonaccrual (a)
|
|
Net Loan Charge-Offs
|
|||||||||||||||
Industry Category
|
|
|
||||||||||||||||||
Mining, Quarrying and Oil & Gas Extraction (b)
|
$
|
270
|
|
|
52
|
%
|
|
$
|
63
|
|
|
61
|
%
|
|
$
|
15
|
|
|
46
|
%
|
Manufacturing (b)
|
66
|
|
|
13
|
|
|
20
|
|
|
19
|
|
|
1
|
|
|
2
|
|
|||
Residential Mortgage
|
39
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Services (b)
|
25
|
|
|
5
|
|
|
4
|
|
|
4
|
|
|
2
|
|
|
6
|
|
|||
Real Estate & Home Builders
|
21
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
9
|
|
|||
Health Care & Social Assistance
|
17
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Wholesale Trade
|
16
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
1
|
|
|
3
|
|
|||
Entertainment
|
13
|
|
|
2
|
|
|
10
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||
Holding & Other Investment Companies
|
8
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Transportation & Warehousing (b)
|
7
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Retail
|
6
|
|
|
1
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Information & Communication
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|||
Other (c)
|
31
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
28
|
|
|||
Total
|
$
|
521
|
|
|
100
|
%
|
|
$
|
104
|
|
|
100
|
%
|
|
$
|
33
|
|
|
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 $270 million in Mining, Quarrying and Oil & Gas Extraction, $13 million in Manufacturing, $12 million in Services, and $7 million in Transportation & Warehousing at
March 31, 2017
.
|
(c)
|
Consumer, excluding residential mortgage and certain personal purpose nonaccrual loans and net charge-offs, are included in the “Other” category.
|
(dollar amounts in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Total criticized loans
|
$
|
2,636
|
|
|
$
|
2,856
|
|
As a percentage of total loans
|
5.5
|
%
|
|
5.8
|
%
|
|
Three Months Ended
|
||||||
(in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Balance at beginning of period
|
$
|
17
|
|
|
$
|
21
|
|
Acquired in foreclosure
|
1
|
|
|
—
|
|
||
Foreclosed property sold (a)
|
(2
|
)
|
|
(4
|
)
|
||
Balance at end of period
|
$
|
16
|
|
|
$
|
17
|
|
(a) Net gain on foreclosed property sold
|
$
|
1
|
|
|
$
|
1
|
|
(in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Real estate construction loans:
|
|
|
|
||||
Commercial Real Estate business line (a)
|
$
|
2,567
|
|
|
$
|
2,485
|
|
Other business lines (b)
|
363
|
|
|
384
|
|
||
Total real estate construction loans
|
$
|
2,930
|
|
|
$
|
2,869
|
|
Commercial mortgage loans:
|
|
|
|
||||
Commercial Real Estate business line (a)
|
$
|
2,016
|
|
|
$
|
2,018
|
|
Other business lines (b)
|
7,005
|
|
|
6,913
|
|
||
Total commercial mortgage loans
|
$
|
9,021
|
|
|
$
|
8,931
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||
(dollar amounts in millions)
|
Residential
Mortgage Loans |
|
% of
Total |
|
Home
Equity Loans |
|
% of
Total |
|
Residential
Mortgage Loans |
|
% of
Total |
|
Home
Equity Loans |
|
% of
Total |
||||||||||||
Geographic market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Michigan
|
$
|
380
|
|
|
20
|
%
|
|
$
|
738
|
|
|
42
|
%
|
|
$
|
386
|
|
|
20
|
%
|
|
$
|
748
|
|
|
42
|
%
|
California
|
973
|
|
|
49
|
|
|
687
|
|
|
38
|
|
|
948
|
|
|
49
|
|
|
687
|
|
|
38
|
|
||||
Texas
|
321
|
|
|
17
|
|
|
308
|
|
|
17
|
|
|
337
|
|
|
17
|
|
|
305
|
|
|
17
|
|
||||
Other Markets
|
270
|
|
|
14
|
|
|
57
|
|
|
3
|
|
|
271
|
|
|
14
|
|
|
60
|
|
|
3
|
|
||||
Total
|
$
|
1,944
|
|
|
100
|
%
|
|
$
|
1,790
|
|
|
100
|
%
|
|
$
|
1,942
|
|
|
100
|
%
|
|
$
|
1,800
|
|
|
100
|
%
|
(a)
|
Includes nonaccrual loans.
|
|
Estimated Annual Change
|
||||||||||||
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||
(in millions)
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Change in Interest Rates:
|
|
|
|
|
|
|
|
||||||
Rising 200 basis points
|
$
|
204
|
|
|
10
|
%
|
|
$
|
212
|
|
|
11
|
%
|
Declining to zero percent
|
(187
|
)
|
|
(10
|
)
|
|
(138
|
)
|
|
(7
|
)
|
|
Comerica Incorporated
|
|
Comerica Bank
|
||
March 31, 2017
|
Rating
|
Outlook
|
|
Rating
|
Outlook
|
Standard and Poor’s
|
BBB+
|
Stable
|
|
A-
|
Stable
|
Moody’s Investors Service
|
A3
|
Stable
|
|
A3
|
Stable
|
Fitch Ratings
|
A
|
Negative
|
|
A
|
Negative
|
DBRS
|
A
|
Stable
|
|
A (High)
|
Stable
|
(dollar amounts in millions)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Tangible Common Equity Ratio:
|
|
|
|
||||
Common shareholders' equity
|
$
|
7,930
|
|
|
$
|
7,796
|
|
Less:
|
|
|
|
||||
Goodwill
|
635
|
|
|
635
|
|
||
Other intangible assets
|
10
|
|
|
10
|
|
||
Tangible common equity
|
$
|
7,285
|
|
|
$
|
7,151
|
|
Total assets
|
$
|
72,976
|
|
|
$
|
72,978
|
|
Less:
|
|
|
|
||||
Goodwill
|
635
|
|
|
635
|
|
||
Other intangible assets
|
10
|
|
|
10
|
|
||
Tangible assets
|
$
|
72,331
|
|
|
$
|
72,333
|
|
Common equity ratio
|
10.87
|
%
|
|
10.68
|
%
|
||
Tangible common equity ratio
|
10.07
|
|
|
9.89
|
|
||
Tangible Common Equity per Share of Common Stock:
|
|
|
|
||||
Common shareholders' equity
|
$
|
7,930
|
|
|
$
|
7,796
|
|
Tangible common equity
|
7,285
|
|
|
7,151
|
|
||
Shares of common stock outstanding (in millions)
|
177
|
|
|
175
|
|
||
Common shareholders' equity per share of common stock
|
$
|
44.69
|
|
|
$
|
44.47
|
|
Tangible common equity per share of common stock
|
41.05
|
|
|
40.79
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
. The Corporation maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Corporation's management, including the Corporation's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management has evaluated, with the participation of the Corporation's Chief Executive Officer and Chief Financial Officer, the effectiveness of the Corporation's disclosure controls and procedures as of the end of the period covered by this quarterly report (the "Evaluation Date"). Based on the evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Corporation's disclosure controls and procedures are effective.
|
(b)
|
Changes in Internal Control Over Financial Reporting
. During the period to which this report relates, there have not been any changes in the Corporation's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or that are reasonably likely to materially affect, such controls.
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Current Report on Form 8-K dated August 4, 2010, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Comerica Incorporated (filed as Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
|
|
|
|
4
|
|
[In accordance with Regulation S-K Item No. 601(b)(4)(iii), the Registrant is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.]
|
|
|
|
10.1†
|
|
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).
|
|
|
|
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).
|
|
|
|
101
|
|
Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2017, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Changes in Shareholders' Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
|
|
|
|
†
|
|
Management contract or compensatory plan or arrangement.
|
|
COMERICA INCORPORATED
|
|
(Registrant)
|
|
|
|
/s/ Muneera S. Carr
|
|
Muneera S. Carr
|
|
Executive Vice President and
|
|
Chief Accounting Officer and
|
|
Duly Authorized Officer
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Current Report on Form 8-K dated August 4, 2010, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Comerica Incorporated (filed as Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
|
|
|
|
4
|
|
[In accordance with Regulation S-K Item No. 601(b)(4)(iii), the Registrant is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.]
|
|
|
|
10.1†
|
|
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).
|
|
|
|
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)
|
|
|
|
101
|
|
Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2017, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Changes in Shareholders' Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
|
|
|
|
†
|
|
Management contract or compensatory plan or arrangement.
|
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).
|
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.
|
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.
|
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.
|
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.
|
By: __________________________
|
__________________________
|
__________________________
|
Name:
|
XXXXXXX
|
Employee ID Number
|
Title:
|
Employee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 1 Adjusted ROCE + Year 2 Adjusted ROCE + Year 3 Adjusted ROCE
|
=
|
Three-year Average Adjusted ROCE Performance
|
3
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended
March 31, 2017
of Comerica Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
April 28, 2017
|
/s/ Ralph W. Babb, Jr.
|
|
|
Ralph W. Babb, Jr.
|
|
|
Chairman and
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended
March 31, 2017
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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
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Date:
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April 28, 2017
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/s/ David E. Duprey
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David E. Duprey
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Executive Vice President and
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Chief Financial Officer
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(1)
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the Quarterly Report on Form 10-Q of the Company for the quarterly period ended
March 31, 2017
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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April 28, 2017
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/s/ Ralph W. Babb, Jr.
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Ralph W. Babb, Jr.
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Chairman and
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Chief Executive Officer
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/s/ David E. Duprey
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David E. Duprey
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Executive Vice President and
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Chief Financial Officer
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