Delaware
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38-1998421
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(State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification Number)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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F-1
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S-1
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•
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People: Including the competence, integrity and succession planning of customers.
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Purpose: The legal, logical and productive purposes of the credit facility.
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Payment: Including the source, timing and probability of payment.
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Protection: Including obtaining alternative sources of repayment, securing the loan, as appropriate, with collateral and/or third-party guarantees and ensuring appropriate legal documentation is obtained.
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Perspective: The risk/reward relationship and pricing elements (cost of funds; servicing costs; time value of money; credit risk).
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The borrower's business model.
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Periodic review of financial statements including financial statements audited by an independent certified public accountant when appropriate.
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The pro-forma financial condition including financial projections.
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The borrower's sources and uses of funds.
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The borrower's debt service capacity.
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The guarantor's financial strength.
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A comprehensive review of the quality and value of collateral, including independent third-party appraisals of machinery and equipment and commercial real estate, as appropriate, to determine the advance rates.
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Physical inspection of collateral and audits of receivables, as appropriate.
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General political, economic or industry conditions, either domestically or internationally, may be less favorable than expected.
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Governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact Comerica's financial condition and results of operations.
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Proposed revenue enhancements and efficiency improvements may not be achieved.
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Operational difficulties, failure of technology infrastructure or information security incidents could adversely affect Comerica's business and operations.
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Comerica relies on other companies to provide certain key components of its delivery systems, and certain failures could materially adversely affect operations.
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Comerica must maintain adequate sources of funding and liquidity to meet regulatory expectations, support its operations and fund outstanding liabilities.
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Compliance with more stringent capital and liquidity requirements may adversely affect Comerica.
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Declines in the businesses or industries of Comerica's customers could cause increased credit losses or decreased loan balances, which could adversely affect Comerica.
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Unfavorable developments concerning credit quality could adversely affect Comerica's financial results.
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Changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing, could adversely affect Comerica's net interest income and balance sheet.
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Interest rates on Comerica's outstanding financial instruments might be subject to change based on regulatory developments, which could adversely affect its revenue, expenses, and the value of those financial instruments.
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Reduction in our credit ratings could adversely affect Comerica and/or the holders of its securities.
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Damage to Comerica’s reputation could damage its businesses.
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Comerica may not be able to utilize technology to efficiently and effectively develop, market, and deliver new products and services to its customers.
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Competitive product and pricing pressures within Comerica's markets may change.
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The soundness of other financial institutions could adversely affect Comerica.
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The introduction, implementation, withdrawal, success and timing of business initiatives and strategies may be less successful or may be different than anticipated, which could adversely affect Comerica's business.
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Changes in customer behavior may adversely impact Comerica's business, financial condition and results of operations.
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Management's ability to maintain and expand customer relationships may differ from expectations.
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Methods of reducing risk exposures might not be effective.
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Catastrophic events, including, but not limited to, hurricanes, tornadoes, earthquakes, fires, droughts and floods, may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.
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The impacts of recent tax reform are not yet fully known, and these and other tax regulations could be subject to potential legislative, administrative or judicial changes or interpretations.
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Any future strategic acquisitions or divestitures may present certain risks to Comerica's business and operations.
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Management's ability to retain key officers and employees may change.
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Legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving Comerica and its subsidiaries, could adversely affect Comerica or the financial services industry in general.
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Terrorist activities or other hostilities may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.
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Changes in accounting standards could materially impact Comerica's financial statements.
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Comerica's accounting policies and processes are critical to the reporting of financial condition and results of operations. They require management to make estimates about matters that are uncertain.
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Comerica's stock price can be volatile.
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Actual or anticipated variations in quarterly results of operations.
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Recommendations or projections by securities analysts.
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Operating and stock price performance of other companies that investors deem comparable to us.
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News reports relating to trends, concerns and other issues in the financial services industry.
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Perceptions in the marketplace regarding us and/or our competitors.
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New technology used, or services offered, by competitors.
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Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Comerica or its competitors.
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Changes in dividends and capital returns.
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Changes in government regulations.
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Cyclical fluctuations.
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Geopolitical conditions such as acts or threats of terrorism or military conflicts.
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Activity by short sellers and changing government restrictions on such activity.
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(shares in thousands)
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Total Number of Shares
and Warrants Purchased
as Part of Publicly
Announced Repurchase
Plans or Programs (a)
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Remaining
Repurchase
Authorization
(b)
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Total Number
of Shares
Purchased (c)
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Average
Price
Paid Per
Share
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|||||
Total first quarter 2017
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1,498
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11,756
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1,694
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$
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69.75
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Total second quarter 2017
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2,011
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9,634
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2,015
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69.09
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Total third quarter 2017
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1,955
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12,395
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(d)
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1,956
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71.11
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October 2017
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797
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11,589
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799
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77.36
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November 2017
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753
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10,836
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753
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79.17
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December 2017
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314
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10,387
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314
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85.05
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Total fourth quarter 2017
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1,864
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10,387
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1,866
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79.38
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Total 2017
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7,328
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10,387
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7,531
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$
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72.31
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(a)
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Comerica made no repurchases of warrants under the repurchase program during the year ended
December 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 year ended
December 31, 2017
, Comerica withheld the equivalent of approximately
1,209,000
shares to cover an aggregate of
$35.6 million
in exercise price and issued approximately
1,771,000
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.
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(b)
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Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs.
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(c)
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Includes approximately
203,000
shares (including
2,000
shares in the quarter ended
December 31, 2017
) purchased pursuant to deferred compensation plans and shares purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan during the year ended
December 31, 2017
. These transactions are not considered part of Comerica's repurchase program.
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(d)
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Includes
July 25, 2017
equity repurchase authorization for up to an additional
5 million
shares.
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1.
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Financial Statements: The financial statements that are filed as part of this report are included in the Financial Section on pages F-40 through F-107.
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2.
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All of the schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instruction, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and therefore have been omitted.
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3.
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Exhibits:
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3.1
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3.2
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3.3
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4
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[Reference is made to Exhibits 3.1, 3.2 and 3.3 in respect of instruments defining the rights of security holders. In accordance with Regulation S-K Item No. 601(b)(4)(iii), the Registrant is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.]
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4.1
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4.2
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4.3
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4.3A
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4.4
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9
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(not applicable)
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10.1†
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10.1A†
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10.1B†
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10.1C†
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10.1D†
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10.1E†
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10.1F†
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10.1G†
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10.1H†
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10.1I†
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10.1J†
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10.1K†
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10.1L†
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10.1M†
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10.1N†
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10.1O†
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10.1P†
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10.1Q†
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10.1R†
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10.1S†
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10.1T†
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10.1U†
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10.1V†
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10.1W†
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10.1X†
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10.1Y†
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10.2†
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10.2A†
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10.3†
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10.4†
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10.5†
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10.6†
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10.7†
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10.8†
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10.9†
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10.10†
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10.11†
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10.12†
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10.13†
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10.14†
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10.14A†
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10.14B†
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10.14C†
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10.14D†
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10.14E†
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10.15†
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10.15A†
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10.16†
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10.17†
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10.18†
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10.19A†
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10.19B†
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10.19C†
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10.19D†
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10.20†
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10.20A†
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10.21†
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10.21A†
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10.22†
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10.23†
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10.23A†
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11
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Statement regarding Computation of Net Income Per Common Share (incorporated by reference from Note 15 on page F-84 of this Annual Report on Form 10-K).
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12
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(not applicable)
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13
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(not applicable)
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14
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(not applicable)
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16
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(not applicable)
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18
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(not applicable)
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21
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22
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(not applicable)
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23.1
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24
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(not applicable)
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31.1
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31.2
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32
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33
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(not applicable)
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34
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(not applicable)
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35
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(not applicable)
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95
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(not applicable)
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99
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(not applicable)
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100
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(not applicable)
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101
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Financial statements from Annual Report on Form 10-K of the Registrant for the year ended December 31, 2017, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Shareholders' Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
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†
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Management contract or compensatory plan or arrangement.
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File No. for all filings under Exchange Act, unless otherwise noted: 1-10706.
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(dollar amounts in millions, except per share data)
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||||||||||
Years Ended December 31
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2017
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2016
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2015
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2014
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2013
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||||||||||
EARNINGS SUMMARY
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||||||||||
Net interest income
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$
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2,061
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$
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1,797
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$
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1,689
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$
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1,655
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$
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1,672
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Provision for credit losses
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74
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248
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147
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27
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46
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|||||
Noninterest income
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1,107
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1,051
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1,035
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(a)
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857
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874
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Noninterest expenses
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1,860
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(b)
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1,930
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(b)
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1,827
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(a)
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1,615
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1,714
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|||||
Provision for income taxes
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491
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(c)
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193
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229
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277
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245
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|||||
Net income
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743
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477
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521
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593
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541
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Net income attributable to common shares
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738
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473
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|
515
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586
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533
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PER SHARE OF COMMON STOCK
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Diluted earnings per common share
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$
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4.14
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$
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2.68
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$
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2.84
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$
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3.16
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$
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2.85
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Cash dividends declared
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1.09
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|
0.89
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|
0.83
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|
0.79
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|
|
0.68
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|||||
Common shareholders’ equity
|
46.07
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|
|
44.47
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|
43.03
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|
|
41.35
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|
|
39.22
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|||||
Tangible common equity (d)
|
42.34
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|
|
40.79
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39.33
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37.72
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|
35.64
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|||||
Market value
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86.81
|
|
|
68.11
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|
41.83
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|
|
46.84
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|
|
47.54
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|||||
Average diluted shares (in millions)
|
178
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|
|
177
|
|
|
181
|
|
|
185
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|
|
187
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|||||
YEAR-END BALANCES
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||||||||||
Total assets
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$
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71,567
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$
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72,978
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|
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$
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71,877
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|
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$
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69,186
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|
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$
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65,224
|
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Total earning assets
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65,880
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|
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67,518
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66,687
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|
|
63,788
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|
|
60,200
|
|
|||||
Total loans
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49,173
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|
|
49,088
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|
|
49,084
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|
|
48,593
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|
|
45,470
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|
|||||
Total deposits
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57,903
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|
|
58,985
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|
|
59,853
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|
|
57,486
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|
|
53,292
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|
|||||
Total medium- and long-term debt
|
4,622
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|
|
5,160
|
|
|
3,058
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|
|
2,675
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|
|
3,543
|
|
|||||
Total common shareholders’ equity
|
7,963
|
|
|
7,796
|
|
|
7,560
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|
|
7,402
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|
|
7,150
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|||||
AVERAGE BALANCES
|
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||||||||||
Total assets
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$
|
71,452
|
|
|
$
|
71,743
|
|
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$
|
70,247
|
|
|
$
|
66,336
|
|
|
$
|
63,933
|
|
Total earning assets
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66,300
|
|
|
66,545
|
|
|
65,129
|
|
|
61,560
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|
|
59,091
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|
|||||
Total loans
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48,558
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|
|
48,996
|
|
|
48,628
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|
|
46,588
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|
|
44,412
|
|
|||||
Total deposits
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57,258
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|
|
57,741
|
|
|
58,326
|
|
|
54,784
|
|
|
51,711
|
|
|||||
Total medium- and long-term debt
|
4,969
|
|
|
4,917
|
|
|
2,905
|
|
|
2,963
|
|
|
3,972
|
|
|||||
Total common shareholders’ equity
|
7,952
|
|
|
7,674
|
|
|
7,534
|
|
|
7,373
|
|
|
6,965
|
|
|||||
CREDIT QUALITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Total allowance for credit losses
|
$
|
754
|
|
|
$
|
771
|
|
|
$
|
679
|
|
|
$
|
635
|
|
|
$
|
634
|
|
Total nonperforming loans
|
410
|
|
|
590
|
|
|
379
|
|
|
290
|
|
|
374
|
|
|||||
Foreclosed property
|
5
|
|
|
17
|
|
|
12
|
|
|
10
|
|
|
9
|
|
|||||
Total nonperforming assets
|
415
|
|
|
607
|
|
|
391
|
|
|
300
|
|
|
383
|
|
|||||
Net credit-related charge-offs
|
92
|
|
|
157
|
|
|
101
|
|
|
25
|
|
|
73
|
|
|||||
Net credit-related charge-offs as a percentage of average total loans
|
0.19
|
%
|
|
0.32
|
%
|
|
0.21
|
%
|
|
0.05
|
%
|
|
0.16
|
%
|
|||||
Allowance for loan losses as a percentage of total period-end loans
|
1.45
|
|
|
1.49
|
|
|
1.29
|
|
|
1.22
|
|
|
1.32
|
|
|||||
Allowance for loan losses as a percentage of total nonperforming loans
|
173
|
|
|
124
|
|
|
167
|
|
|
205
|
|
|
160
|
|
|||||
RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest margin (fully taxable equivalent)
|
3.12
|
%
|
|
2.71
|
%
|
|
2.60
|
%
|
|
2.70
|
%
|
|
2.84
|
%
|
|||||
Return on average assets
|
1.04
|
|
|
0.67
|
|
|
0.74
|
|
|
0.89
|
|
|
0.85
|
|
|||||
Return on average common shareholders’ equity
|
9.34
|
|
|
6.22
|
|
|
6.91
|
|
|
8.05
|
|
|
7.76
|
|
|||||
Dividend payout ratio
|
25.77
|
|
|
32.48
|
|
|
28.33
|
|
|
24.09
|
|
|
23.29
|
|
|||||
Average common shareholders’ equity as a percentage of average assets
|
11.13
|
|
|
10.70
|
|
|
10.73
|
|
|
11.11
|
|
|
10.90
|
|
|||||
Common equity tier 1 capital as a percentage of risk-weighted assets (e)
|
11.68
|
|
|
11.09
|
|
|
10.54
|
|
|
n/a
|
|
|
n/a
|
|
|||||
Tier 1 capital as a percentage of risk-weighted assets (e)
|
11.68
|
|
|
11.09
|
|
|
10.54
|
|
|
10.50
|
|
|
10.64
|
|
|||||
Common equity ratio
|
11.13
|
|
|
10.68
|
|
|
10.52
|
|
|
10.70
|
|
|
10.97
|
|
|||||
Tangible common equity as a percentage of tangible assets (d)
|
10.32
|
|
|
9.89
|
|
|
9.70
|
|
|
9.85
|
|
|
10.07
|
|
(a)
|
Effective January 1, 2015, contractual changes to a card program resulted in a change to the accounting presentation of the related revenues and expenses. The effect of this change was an increase of $177 million in 2015 to both noninterest income and noninterest expenses. Amounts prior to 2015 reflect revenues from this card program net of related noninterest expenses.
|
(b)
|
Noninterest expenses included restructuring charges of
$45 million
and
$93 million
in 2017 and 2016, respectively.
|
(c)
|
The provision for income taxes for 2017 was impacted by a $107 million charge to adjust deferred taxes as a result of the enactment of the Tax Cuts and Jobs Act.
|
(d)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
(e)
|
Ratios calculated based on the risk-based capital requirements in effect at the time. The U.S. implementation of the Basel III regulatory capital framework became effective on January 1, 2015, with transitional provisions.
|
•
|
Net income was
$743 million
in
2017
, an increase of
$266 million
, or
56 percent
, compared to
$477 million
in
2016
. Net income per diluted common share was
$4.14
in
2017
, compared to
$2.68
in
2016
. Net income in
2017
included a
$107 million
charge to adjust deferred tax assets (
60 cents
per share) resulting from the 2017 enactment of the Tax Cuts and Jobs Act.
|
•
|
Average loans were
$48.6 billion
in
2017
, a decrease of
$438 million
, or
1 percent
, compared to
2016
. Excluding cyclical declines of $696 million
i
n Energy and $412 million in Mortgage Banker Finance, average loans increased $670 million, or 1 percent, with growth in most other businesses, led by National Dealer Services.
|
•
|
Average deposits decreased
$483 million
, or
1 percent
, to
$57.3 billion
in
2017
compared to
2016
. The decrease in average deposits reflected a decrease of
$1.7 billion
, or
6 percent
, in average interest-bearing deposits, partially offset by an increase of
$1.3 billion
, or
4 percent
, in average noninterest-bearing deposits. The decrease in interest-bearing deposits was primarily due to customers using their excess liquidity for working capital needs and acquisitions, a deliberate approach to relationship pricing, as well as strategic actions taken in early
2017
in light of the new Liquidity Coverage Ratio (LCR) rules. Average total deposits reflected decreases in Corporate Banking and Technology and Life Sciences, partially offset by increases in Commercial Real Estate and Retail Bank.
|
•
|
Net interest income was
$2.1 billion
in
2017
, an
increase
of
$264 million
, or
15 percent
, compared to
2016
. The
increase
primarily reflected the benefit from higher short-term rates and prudently managing loan and deposit pricing.
|
•
|
The provision for credit losses was
$74 million
in
2017
, a decrease of
$174 million
compared to
2016
, primarily due to improvement in the credit quality in the Energy and energy-related portfolio. Net credit-related charge-offs were
$92 million
, or
0.19 percent
of average loans in
2017
, a decrease of
$65 million
compared to
$157 million
, or
0.32 percent
of average loans, in
2016
. The decrease primarily reflected lower Energy and energy-related charge-offs.
|
•
|
Noninterest income increased
$56 million
, or
5 percent
, to
$1.1 billion
in
2017
in part due to the impact of Growth in Efficiency and Revenue (GEAR Up) initiatives. Increases in card fees, service charges on deposit accounts and fiduciary income, as well as smaller increases in several other categories of noninterest income were partially offset by decreases in letter of credit fees and commercial lending fees.
|
•
|
Noninterest expenses decreased
$70 million
, or
4 percent
, to
$1.9 billion
in
2017
primarily due to decreases in salaries and benefits expense, largely driven by the GEAR Up initiative, and restructuring charges, partially offset by an increase in outside processing fees primarily tied to revenue-generating activities.
|
•
|
The provision for income taxes increased
$298 million
in
2017
. The increase primarily reflected an increase in pretax income and the
$107 million
charge to adjust deferred taxes resulting from the Tax Cuts and Jobs Act, partially offset by a
$35 million
tax benefit from employee stock transactions in 2017 due to new accounting guidance for stock compensation effective January 1, 2017.
|
•
|
The quarterly dividend was increased 13 percent to
26 cents
per share in April 2017 and further increased 15 percent to
30 cents
per share in July 2017.
|
•
|
The Corporation repurchased approximately
7.3 million
shares of common stock during
2017
under the equity repurchase program. Together with dividends of
$1.09
per share,
$724 million
was returned to shareholders in
2017
, an increase of
$266 million
, or
58 percent
, compared to 2016.
|
•
|
Expense reductions are expected to total $200 million by year-end 2018 and increase to $215 million by year-end 2019, reflecting incremental savings of $50 million in 2018 and an additional $15 million in 2019. This is to be achieved through rationalizing and modernizing technology, including optimizing infrastructure platforms, process optimization and migrating certain applications to cloud-based systems, as well as consolidating office and operations space. The Corporation is in the process of implementing the end-to-end credit design program to streamline the credit process and increase relationship managers' capacity to service clients.
|
•
|
Revenue enhancements are expected to total $70 million by year-end 2018 and increase to $90 million by year-end 2019, reflecting incremental revenue of $40 million in 2018 and an additional $20 million in 2019, achieved through product enhancements, enhanced sales tools and training and improved customer analytics to drive opportunities.
|
•
|
Pre-tax restructuring charges of $185 million to $195 million in total are expected to be incurred from inception through 2018. Cumulative pre-tax restructuring charges of
$138 million
have been incurred through
December 31, 2017
. For additional information regarding restructuring charges, refer to Note
22
to the consolidated financial statements.
|
•
|
Average loans higher in line with Gross Domestic Product, reflecting increases in most lines of business while remaining stable in Energy and Corporate Banking.
|
•
|
Net interest income higher, reflecting full-year benefits from the 2017 rate increases and loan growth.
|
◦
|
Full-year benefit from 2017 rate increases expected to be $110 million to $125 million, assuming a 20 percent to 40 percent deposit beta for the December rate increase.
|
◦
|
Elevated interest recoveries of $28 million in 2017 not expected to repeat in 2018.
|
•
|
Provision for credit losses of 15 basis points to 25 basis points and net charge-offs to remain low, with continued solid performance of the overall portfolio.
|
•
|
Excluding deferred compensation asset returns of $8 million in 2017, noninterest income higher by 4 percent
1
, benefiting from the continued execution of GEAR Up opportunities helping to drive growth in treasury management income, card fees, brokerage fees and fiduciary income.
|
•
|
Excluding restructuring charges, noninterest expenses higher by 1 percent
1
, reflecting an additional $50 million benefit from the GEAR Up initiative.
|
◦
|
Restructuring charges of $47 million to $57 million.
|
◦
|
Additionally, headwinds include higher technology expenditures and typical inflationary pressures, as well as outside processing expenses to increase in line with growing revenue
1
.
|
•
|
Income tax expense to approximate 23 percent of pre-tax income reflecting the passage of the Tax Cuts and Jobs Acts and assuming no tax impact from employee stock transactions.
|
(dollar amounts in millions)
|
|
|
|
|
|
|
|
|||||||||||||||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||
|
Average
Balance
|
Interest
|
Average
Rate (a)
|
|
Average
Balance
|
Interest
|
Average
Rate (a)
|
|
Average
Balance
|
Interest
|
Average
Rate (a)
|
|||||||||||||||
Commercial loans
|
$
|
30,415
|
|
$
|
1,162
|
|
3.83
|
%
|
|
$
|
31,062
|
|
$
|
1,008
|
|
3.26
|
%
|
|
$
|
31,501
|
|
$
|
962
|
|
3.07
|
%
|
Real estate construction loans
|
2,958
|
|
124
|
|
4.18
|
|
|
2,508
|
|
91
|
|
3.63
|
|
|
1,884
|
|
66
|
|
3.48
|
|
||||||
Commercial mortgage loans
|
9,005
|
|
358
|
|
3.97
|
|
|
8,981
|
|
314
|
|
3.49
|
|
|
8,697
|
|
296
|
|
3.41
|
|
||||||
Lease financing
|
509
|
|
13
|
|
2.64
|
|
|
684
|
|
18
|
|
2.65
|
|
|
783
|
|
25
|
|
3.17
|
|
||||||
International loans
|
1,157
|
|
47
|
|
4.07
|
|
|
1,367
|
|
50
|
|
3.63
|
|
|
1,441
|
|
51
|
|
3.58
|
|
||||||
Residential mortgage loans
|
1,989
|
|
74
|
|
3.70
|
|
|
1,894
|
|
71
|
|
3.76
|
|
|
1,878
|
|
71
|
|
3.77
|
|
||||||
Consumer loans
|
2,525
|
|
94
|
|
3.70
|
|
|
2,500
|
|
83
|
|
3.32
|
|
|
2,444
|
|
80
|
|
3.26
|
|
||||||
Total loans (b)
|
48,558
|
|
1,872
|
|
3.86
|
|
|
48,996
|
|
1,635
|
|
3.34
|
|
|
48,628
|
|
1,551
|
|
3.20
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Mortgage-backed securities
|
9,330
|
|
202
|
|
2.17
|
|
|
9,356
|
|
203
|
|
2.19
|
|
|
9,113
|
|
202
|
|
2.24
|
|
||||||
Other investment securities
|
2,877
|
|
48
|
|
1.67
|
|
|
2,992
|
|
44
|
|
1.51
|
|
|
1,124
|
|
14
|
|
1.25
|
|
||||||
Total investment securities (c)
|
12,207
|
|
250
|
|
2.05
|
|
|
12,348
|
|
247
|
|
2.02
|
|
|
10,237
|
|
216
|
|
2.13
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits with banks
|
5,443
|
|
60
|
|
1.09
|
|
|
5,099
|
|
26
|
|
0.51
|
|
|
6,158
|
|
16
|
|
0.26
|
|
||||||
Other short-term investments
|
92
|
|
—
|
|
0.64
|
|
|
102
|
|
1
|
|
0.61
|
|
|
106
|
|
1
|
|
0.81
|
|
||||||
Total earning assets
|
66,300
|
|
2,182
|
|
3.30
|
|
|
66,545
|
|
1,909
|
|
2.88
|
|
|
65,129
|
|
1,784
|
|
2.75
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and due from banks
|
1,209
|
|
|
|
|
1,146
|
|
|
|
|
1,059
|
|
|
|
||||||||||||
Allowance for loan losses
|
(728
|
)
|
|
|
|
(730
|
)
|
|
|
|
(621
|
)
|
|
|
||||||||||||
Accrued income and other assets
|
4,671
|
|
|
|
|
4,782
|
|
|
|
|
4,680
|
|
|
|
||||||||||||
Total assets
|
$
|
71,452
|
|
|
|
|
$
|
71,743
|
|
|
|
|
$
|
70,247
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Money market and interest-bearing checking deposits
|
$
|
21,585
|
|
33
|
|
0.15
|
|
|
$
|
22,744
|
|
27
|
|
0.11
|
|
|
$
|
24,073
|
|
26
|
|
0.11
|
|
|||
Savings deposits
|
2,133
|
|
—
|
|
0.02
|
|
|
2,013
|
|
—
|
|
0.02
|
|
|
1,841
|
|
—
|
|
0.02
|
|
||||||
Customer certificates of deposit
|
2,471
|
|
9
|
|
0.36
|
|
|
3,200
|
|
13
|
|
0.40
|
|
|
4,209
|
|
16
|
|
0.37
|
|
||||||
Foreign office time deposits (d)
|
56
|
|
—
|
|
0.64
|
|
|
33
|
|
—
|
|
0.35
|
|
|
116
|
|
1
|
|
1.02
|
|
||||||
Total interest-bearing deposits
|
26,245
|
|
42
|
|
0.16
|
|
|
27,990
|
|
40
|
|
0.14
|
|
|
30,239
|
|
43
|
|
0.14
|
|
||||||
Short-term borrowings
|
277
|
|
3
|
|
1.14
|
|
|
138
|
|
—
|
|
0.45
|
|
|
93
|
|
—
|
|
0.05
|
|
||||||
Medium- and long-term debt (e)
|
4,969
|
|
76
|
|
1.51
|
|
|
4,917
|
|
72
|
|
1.45
|
|
|
2,905
|
|
52
|
|
1.80
|
|
||||||
Total interest-bearing sources
|
31,491
|
|
121
|
|
0.38
|
|
|
33,045
|
|
112
|
|
0.34
|
|
|
33,237
|
|
95
|
|
0.29
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Noninterest-bearing deposits
|
31,013
|
|
|
|
|
29,751
|
|
|
|
|
28,087
|
|
|
|
||||||||||||
Accrued expenses and other liabilities
|
996
|
|
|
|
|
1,273
|
|
|
|
|
1,389
|
|
|
|
||||||||||||
Total shareholders’ equity
|
7,952
|
|
|
|
|
7,674
|
|
|
|
|
7,534
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
71,452
|
|
|
|
|
$
|
71,743
|
|
|
|
|
$
|
70,247
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income/rate spread
|
|
$
|
2,061
|
|
2.92
|
|
|
|
$
|
1,797
|
|
2.54
|
|
|
|
$
|
1,689
|
|
2.46
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Impact of net noninterest-bearing sources of funds
|
|
|
0.20
|
|
|
|
|
0.17
|
|
|
|
|
0.14
|
|
||||||||||||
Net interest margin (as a percentage of average earning assets) (c)
|
|
|
3.12
|
%
|
|
|
|
2.71
|
%
|
|
|
|
2.60
|
%
|
(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 included in the rate calculations totaled $4 million in each of the three years presented.
|
(b)
|
Nonaccrual loans are included in average balances reported and in the calculation of average rates.
|
(c)
|
Includes investment securities available-for-sale and investment securities held-to-maturity. Average rate is based on average historical cost. Carrying value was
$28 million
below average historical cost in
2017
and exceeded average historical cost by
$143 million
and
$100 million
in
2016
and
2015
, respectively.
|
(d)
|
Includes substantially all deposits by foreign depositors; deposits are primarily in excess of $100,000.
|
(e)
|
Medium- and long-term debt average balances included
$77 million
,
$162 million
and
$160 million
in
2017
,
2016
and
2015
, respectively, for the gain attributed to the risk hedged with interest rate swaps. Interest expense on medium-and long-term debt was reduced by
$32 million
,
$60 million
and
$70 million
in
2017
,
2016
and
2015
, respectively, for the net gains on these fair value hedge relationships.
|
(in millions)
|
|
|
|
|
|
|
|
||||||||||||||||||
Years Ended December 31
|
2017/2016
|
|
2016/2015
|
||||||||||||||||||||||
|
Increase
(Decrease)
Due to Rate
|
Increase
(Decrease)
Due to
Volume (a)
|
Net
Increase
(Decrease)
|
|
Increase
(Decrease)
Due to Rate
|
Increase
(Decrease)
Due to
Volume (a)
|
Net
Increase
(Decrease)
|
||||||||||||||||||
Interest Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans
|
$
|
179
|
|
|
$
|
(25
|
)
|
|
$
|
154
|
|
|
|
$
|
60
|
|
|
$
|
(14
|
)
|
|
$
|
46
|
|
|
Real estate construction loans
|
14
|
|
|
19
|
|
|
33
|
|
|
|
2
|
|
|
23
|
|
|
25
|
|
|
||||||
Commercial mortgage loans
|
43
|
|
|
1
|
|
|
44
|
|
|
|
8
|
|
|
10
|
|
|
18
|
|
|
||||||
Lease financing
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
||||||
International loans
|
6
|
|
|
(9
|
)
|
|
(3
|
)
|
|
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
|
||||||
Residential mortgage loans
|
(1
|
)
|
|
4
|
|
|
3
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Consumer loans
|
10
|
|
|
1
|
|
|
11
|
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
||||||
Total loans
|
251
|
|
|
(14
|
)
|
|
237
|
|
|
|
68
|
|
|
16
|
|
|
84
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
|
(4
|
)
|
|
5
|
|
|
1
|
|
|
||||||
Other investment securities
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
|
3
|
|
|
27
|
|
|
30
|
|
|
||||||
Total investment securities (b)
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
|
(1
|
)
|
|
32
|
|
|
31
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits with banks
|
30
|
|
|
4
|
|
|
34
|
|
|
|
15
|
|
|
(5
|
)
|
|
10
|
|
|
||||||
Other short-term investments
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Total interest income
|
285
|
|
|
(12
|
)
|
|
273
|
|
|
|
82
|
|
|
43
|
|
|
125
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market and interest-bearing checking deposits
|
8
|
|
|
(2
|
)
|
|
6
|
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
||||||
Customer certificates of deposit
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
|
1
|
|
|
(4
|
)
|
|
(3
|
)
|
|
||||||
Foreign office time deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
||||||
Total interest-bearing deposits
|
7
|
|
|
(5
|
)
|
|
2
|
|
|
|
2
|
|
|
(5
|
)
|
|
(3
|
)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
1
|
|
|
2
|
|
|
3
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Medium- and long-term debt
|
23
|
|
|
(19
|
)
|
|
4
|
|
|
|
9
|
|
|
11
|
|
|
20
|
|
|
||||||
Total interest expense
|
31
|
|
|
(22
|
)
|
|
9
|
|
|
|
11
|
|
|
6
|
|
|
17
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
254
|
|
|
$
|
10
|
|
|
$
|
264
|
|
|
|
$
|
71
|
|
|
$
|
37
|
|
|
$
|
108
|
|
|
(a)
|
Rate/volume variances are allocated to variances due to volume.
|
(b)
|
Includes investment securities available-for-sale and investment securities held-to-maturity.
|
(in millions)
|
|
|
||||||||||
Years Ended December 31
|
2017
|
2016
|
2015
|
|||||||||
Card fees
|
$
|
333
|
|
|
$
|
303
|
|
|
$
|
276
|
|
|
Service charges on deposit accounts
|
227
|
|
|
219
|
|
|
223
|
|
|
|||
Fiduciary income
|
198
|
|
|
190
|
|
|
187
|
|
|
|||
Commercial lending fees
|
85
|
|
|
89
|
|
|
99
|
|
|
|||
Letter of credit fees
|
45
|
|
|
50
|
|
|
53
|
|
|
|||
Bank-owned life insurance
|
43
|
|
|
42
|
|
|
40
|
|
|
|||
Foreign exchange income
|
45
|
|
|
42
|
|
|
40
|
|
|
|||
Brokerage fees
|
23
|
|
|
19
|
|
|
17
|
|
|
|||
Net securities losses
|
(3
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
|||
Other noninterest income (a)
|
111
|
|
|
102
|
|
|
102
|
|
|
|||
Total noninterest income
|
$
|
1,107
|
|
|
$
|
1,051
|
|
|
$
|
1,035
|
|
|
(a)
|
The table below provides further details on certain categories included in other noninterest income.
|
(a)
|
Compensation deferred by the Corporation's officers and directors is invested based on investment selections of the officers and directors. Income earned on these assets is reported in noninterest income and the offsetting change in liability is reported in salaries and benefits expense.
|
(in millions)
|
|
|
||||||||||
Years Ended December 31
|
2017
|
2016
|
2015
|
|||||||||
Salaries and benefits expense
|
$
|
912
|
|
|
$
|
961
|
|
|
$
|
1,009
|
|
|
Outside processing fee expense
|
366
|
|
|
336
|
|
|
318
|
|
|
|||
Net occupancy expense
|
154
|
|
|
157
|
|
|
159
|
|
|
|||
Equipment expense
|
45
|
|
|
53
|
|
|
53
|
|
|
|||
Restructuring charges
|
45
|
|
|
93
|
|
|
—
|
|
|
|||
Software expense
|
126
|
|
|
119
|
|
|
99
|
|
|
|||
FDIC insurance expense
|
51
|
|
|
54
|
|
|
37
|
|
|
|||
Advertising expense
|
28
|
|
|
21
|
|
|
24
|
|
|
|||
Litigation-related expense
|
(2
|
)
|
|
1
|
|
|
(32
|
)
|
|
|||
Other noninterest expenses
|
135
|
|
|
135
|
|
|
160
|
|
|
|||
Total noninterest expenses
|
$
|
1,860
|
|
|
$
|
1,930
|
|
|
$
|
1,827
|
|
|
(dollar amounts in millions)
|
|
|
|
|
|
|||||||||||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Business Bank
|
$
|
724
|
|
|
82
|
%
|
|
$
|
638
|
|
|
88
|
%
|
|
$
|
761
|
|
|
85
|
%
|
Retail Bank
|
68
|
|
|
8
|
|
|
4
|
|
|
1
|
|
|
45
|
|
|
5
|
|
|||
Wealth Management
|
88
|
|
|
10
|
|
|
74
|
|
|
11
|
|
|
84
|
|
|
10
|
|
|||
|
880
|
|
|
100
|
%
|
|
716
|
|
|
100
|
%
|
|
890
|
|
|
100
|
%
|
|||
Finance
|
(65
|
)
|
|
|
|
(239
|
)
|
|
|
|
(369
|
)
|
|
|
||||||
Other (a)
|
(72
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Total
|
$
|
743
|
|
|
|
|
$
|
477
|
|
|
|
|
$
|
521
|
|
|
|
(dollar amounts in millions)
|
|
|
|
|
|
|||||||||||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Michigan
|
$
|
264
|
|
|
30
|
%
|
|
$
|
243
|
|
|
34
|
%
|
|
$
|
319
|
|
|
36
|
%
|
California
|
238
|
|
|
27
|
|
|
271
|
|
|
38
|
|
|
297
|
|
|
33
|
|
|||
Texas
|
184
|
|
|
21
|
|
|
(22
|
)
|
|
(3
|
)
|
|
77
|
|
|
9
|
|
|||
Other Markets
|
194
|
|
|
22
|
|
|
224
|
|
|
31
|
|
|
197
|
|
|
22
|
|
|||
|
880
|
|
|
100
|
%
|
|
716
|
|
|
100
|
%
|
|
890
|
|
|
100
|
%
|
|||
Finance & Other (a)
|
(137
|
)
|
|
|
|
(239
|
)
|
|
|
|
(369
|
)
|
|
|
||||||
Total
|
$
|
743
|
|
|
|
|
$
|
477
|
|
|
|
|
$
|
521
|
|
|
|
December 31
|
2017
|
|
2016
|
|
2015
|
|||
Michigan
|
194
|
|
|
209
|
|
|
214
|
|
Texas
|
122
|
|
|
127
|
|
|
133
|
|
California
|
97
|
|
|
97
|
|
|
103
|
|
Other Markets:
|
|
|
|
|
|
|||
Arizona
|
17
|
|
|
17
|
|
|
19
|
|
Florida
|
7
|
|
|
7
|
|
|
7
|
|
Canada
|
1
|
|
|
1
|
|
|
1
|
|
Total Other Markets
|
25
|
|
|
25
|
|
|
27
|
|
Total
|
438
|
|
|
458
|
|
|
477
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
2,727
|
|
|
$
|
2,779
|
|
|
$
|
2,763
|
|
|
$
|
526
|
|
|
$
|
45
|
|
Residential mortgage-backed securities (a)
|
8,124
|
|
|
7,872
|
|
|
7,545
|
|
|
7,274
|
|
(b)
|
8,926
|
|
|||||
State and municipal securities
|
5
|
|
|
7
|
|
|
9
|
|
|
23
|
|
|
22
|
|
|||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
1
|
|
|
51
|
|
|
56
|
|
|||||
Equity and other non-debt securities
|
82
|
|
|
129
|
|
|
201
|
|
|
242
|
|
|
258
|
|
|||||
Total investment securities available-for-sale
|
10,938
|
|
|
10,787
|
|
|
10,519
|
|
|
8,116
|
|
|
9,307
|
|
|||||
Investment securities held to maturity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities (a)
|
1,266
|
|
|
1,582
|
|
|
1,981
|
|
|
1,935
|
|
(b)
|
—
|
|
|||||
Total investment securities
|
$
|
12,204
|
|
|
$
|
12,369
|
|
|
$
|
12,500
|
|
|
$
|
10,051
|
|
|
$
|
9,307
|
|
Commercial loans
|
$
|
31,060
|
|
|
$
|
30,994
|
|
|
$
|
31,659
|
|
|
$
|
31,520
|
|
|
$
|
28,815
|
|
Real estate construction loans
|
2,961
|
|
|
2,869
|
|
|
2,001
|
|
|
1,955
|
|
|
1,762
|
|
|||||
Commercial mortgage loans
|
9,159
|
|
|
8,931
|
|
|
8,977
|
|
|
8,604
|
|
|
8,787
|
|
|||||
Lease financing
|
468
|
|
|
572
|
|
|
724
|
|
|
805
|
|
|
845
|
|
|||||
International loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Banks and other financial institutions
|
4
|
|
|
2
|
|
|
—
|
|
|
31
|
|
|
4
|
|
|||||
Commercial and industrial
|
979
|
|
|
1,256
|
|
|
1,368
|
|
|
1,465
|
|
|
1,323
|
|
|||||
Total international loans
|
983
|
|
|
1,258
|
|
|
1,368
|
|
|
1,496
|
|
|
1,327
|
|
|||||
Residential mortgage loans
|
1,988
|
|
|
1,942
|
|
|
1,870
|
|
|
1,831
|
|
|
1,697
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,816
|
|
|
1,800
|
|
|
1,720
|
|
|
1,658
|
|
|
1,517
|
|
|||||
Other consumer
|
738
|
|
|
722
|
|
|
765
|
|
|
724
|
|
|
720
|
|
|||||
Total consumer loans
|
2,554
|
|
|
2,522
|
|
|
2,485
|
|
|
2,382
|
|
|
2,237
|
|
|||||
Total loans
|
$
|
49,173
|
|
|
$
|
49,088
|
|
|
$
|
49,084
|
|
|
$
|
48,593
|
|
|
$
|
45,470
|
|
(a)
|
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(b)
|
During the fourth quarter 2014, the Corporation transferred residential mortgage-backed securities from available-for-sale to held-to-maturity.
|
(dollar amounts in millions)
|
|
|
|
|
Percent
Change
|
|||||||||
Years Ended December 31
|
2017
|
|
2016
|
|
Change
|
|
||||||||
Average Loans:
|
|
|
|
|
|
|
|
|||||||
Commercial loans by business line:
|
|
|
|
|
|
|
|
|||||||
General Middle Market
|
$
|
9,299
|
|
|
$
|
9,286
|
|
|
$
|
13
|
|
|
—
|
%
|
National Dealer Services
|
5,130
|
|
|
4,728
|
|
|
402
|
|
|
9
|
|
|||
Energy
|
2,055
|
|
|
2,736
|
|
|
(681
|
)
|
|
(25
|
)
|
|||
Technology and Life Sciences
|
3,130
|
|
|
3,061
|
|
|
69
|
|
|
2
|
|
|||
Environmental Services
|
899
|
|
|
844
|
|
|
55
|
|
|
7
|
|
|||
Entertainment
|
650
|
|
|
665
|
|
|
(15
|
)
|
|
(2
|
)
|
|||
Total Middle Market
|
21,163
|
|
|
21,320
|
|
|
(157
|
)
|
|
(1
|
)
|
|||
Corporate Banking
|
3,464
|
|
|
3,336
|
|
|
128
|
|
|
4
|
|
|||
Mortgage Banker Finance
|
1,768
|
|
|
2,180
|
|
|
(412
|
)
|
|
(19
|
)
|
|||
Commercial Real Estate
|
725
|
|
|
913
|
|
|
(188
|
)
|
|
(21
|
)
|
|||
Total Business Bank commercial loans
|
27,120
|
|
|
27,749
|
|
|
(629
|
)
|
|
(2
|
)
|
|||
Total Retail Bank commercial loans
|
1,865
|
|
|
1,910
|
|
|
(45
|
)
|
|
(2
|
)
|
|||
Total Wealth Management commercial loans
|
1,430
|
|
|
1,403
|
|
|
27
|
|
|
2
|
|
|||
Total commercial loans
|
30,415
|
|
|
31,062
|
|
|
(647
|
)
|
|
(2
|
)
|
|||
Real estate construction loans
|
2,958
|
|
|
2,508
|
|
|
450
|
|
|
18
|
|
|||
Commercial mortgage loans
|
9,005
|
|
|
8,981
|
|
|
24
|
|
|
—
|
|
|||
Lease financing
|
509
|
|
|
684
|
|
|
(175
|
)
|
|
(26
|
)
|
|||
International loans
|
1,157
|
|
|
1,367
|
|
|
(210
|
)
|
|
(15
|
)
|
|||
Residential mortgage loans
|
1,989
|
|
|
1,894
|
|
|
95
|
|
|
5
|
|
|||
Consumer loans:
|
|
|
|
|
|
|
|
|||||||
Home equity
|
1,794
|
|
|
1,767
|
|
|
27
|
|
|
2
|
|
|||
Other consumer
|
731
|
|
|
733
|
|
|
(2
|
)
|
|
—
|
|
|||
Consumer loans
|
2,525
|
|
|
2,500
|
|
|
25
|
|
|
1
|
|
|||
Total loans
|
$
|
48,558
|
|
|
$
|
48,996
|
|
|
$
|
(438
|
)
|
|
(1
|
)%
|
Average Loans By Geographic Market:
|
|
|
|
|
|
|
|
|||||||
Michigan
|
$
|
12,677
|
|
|
$
|
12,457
|
|
|
$
|
220
|
|
|
2
|
%
|
California
|
18,008
|
|
|
17,731
|
|
|
277
|
|
|
2
|
|
|||
Texas
|
9,969
|
|
|
10,637
|
|
|
(668
|
)
|
|
(6
|
)
|
|||
Other Markets
|
7,904
|
|
|
8,171
|
|
|
(267
|
)
|
|
(3
|
)
|
|||
Total loans
|
$
|
48,558
|
|
|
$
|
48,996
|
|
|
$
|
(438
|
)
|
|
(1
|
)%
|
|
Maturity (a)
|
Weighted
Average
Maturity
|
||||||||||||||||||||
(dollar amounts in millions)
|
1 - 5 Years
|
5 - 10 Years
|
After 10 Years
|
Total
|
||||||||||||||||||
December 31, 2017
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Years
|
|||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
2,727
|
|
1.71
|
%
|
$
|
—
|
|
—
|
%
|
$
|
—
|
|
—
|
%
|
$
|
2,727
|
|
1.71
|
%
|
2.6
|
|
Residential mortgage-backed securities (b)
|
212
|
|
2.47
|
|
1,713
|
|
2.54
|
|
7,465
|
|
2.09
|
|
9,390
|
|
2.18
|
|
18.6
|
|
||||
State and municipal securities (c)
|
—
|
|
—
|
|
1
|
|
2.63
|
|
4
|
|
2.63
|
|
5
|
|
2.63
|
|
12.6
|
|
||||
Equity and other non-debt securities:
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Auction-rate preferred securities (d)
|
—
|
|
—
|
|
—
|
|
—
|
|
44
|
|
2.68
|
|
44
|
|
2.68
|
|
—
|
|
||||
Money market and other mutual funds (e)
|
—
|
|
—
|
|
—
|
|
—
|
|
38
|
|
—
|
|
38
|
|
—
|
|
—
|
|
||||
Total investment securities
|
$
|
2,939
|
|
1.76
|
%
|
$
|
1,714
|
|
2.54
|
%
|
$
|
7,551
|
|
2.09
|
%
|
$
|
12,204
|
|
2.07
|
%
|
15.0
|
|
(dollar amounts in millions)
|
|
|
|
|
|
|
Percent
Change
|
|||||||
Years Ended December 31
|
2017
|
|
2016
|
|
Change
|
|
||||||||
Noninterest-bearing deposits
|
$
|
31,013
|
|
|
$
|
29,751
|
|
|
$
|
1,262
|
|
|
4
|
%
|
Money market and interest-bearing checking deposits
|
21,585
|
|
|
22,744
|
|
|
(1,159
|
)
|
|
(5
|
)
|
|||
Savings deposits
|
2,133
|
|
|
2,013
|
|
|
120
|
|
|
6
|
|
|||
Customer certificates of deposit
|
2,471
|
|
|
3,200
|
|
|
(729
|
)
|
|
(23
|
)
|
|||
Foreign office time deposits
|
56
|
|
|
33
|
|
|
23
|
|
|
69
|
|
|||
Total deposits
|
$
|
57,258
|
|
|
$
|
57,741
|
|
|
$
|
(483
|
)
|
|
(1
|
)%
|
Short-term borrowings
|
$
|
277
|
|
|
$
|
138
|
|
|
$
|
139
|
|
|
101
|
%
|
Medium- and long-term debt
|
4,969
|
|
|
4,917
|
|
|
52
|
|
|
1
|
|
|||
Total borrowed funds
|
$
|
5,246
|
|
|
$
|
5,055
|
|
|
$
|
191
|
|
|
4
|
%
|
(in millions)
|
|
|
|
||||
Balance at January 1, 2017
|
|
|
$
|
7,796
|
|
||
Net income
|
|
|
743
|
|
|||
Cash dividends declared on common stock
|
|
|
(193
|
)
|
|||
Purchase of common stock
|
|
|
(544
|
)
|
|||
Other comprehensive income (loss):
|
|
|
|
||||
Investment securities available-for-sale
|
$
|
(52
|
)
|
|
|
||
Defined benefit and other postretirement plans
|
71
|
|
|
|
|||
Total other comprehensive income (loss)
|
|
|
19
|
|
|||
Issuance of common stock under employee stock plans
|
|
|
102
|
|
|||
Share-based compensation
|
|
|
39
|
|
|||
Cumulative effect of change in accounting principle
|
|
|
1
|
|
|||
Balance at December 31, 2017
|
|
|
$
|
7,963
|
|
(shares in thousands)
|
Total Number of Shares and Warrants Purchased as
Part of Publicly Announced Repurchase Plans or Programs (a)
|
|
Remaining
Repurchase
Authorization (b)
|
|
Total Number
of Shares
Purchased (c)
|
|
Average Price
Paid Per
Share
|
|||||
Total first quarter 2017
|
1,498
|
|
|
11,756
|
|
|
1,694
|
|
|
$
|
69.75
|
|
Total second quarter 2017
|
2,011
|
|
|
9,634
|
|
|
2,015
|
|
|
69.09
|
|
|
Total third quarter 2017
|
1,955
|
|
|
12,395
|
|
(d)
|
1,956
|
|
|
71.11
|
|
|
October 2017
|
797
|
|
|
11,589
|
|
|
799
|
|
|
77.36
|
|
|
November 2017
|
753
|
|
|
10,836
|
|
|
753
|
|
|
79.17
|
|
|
December 2017
|
314
|
|
|
10,387
|
|
|
314
|
|
|
85.05
|
|
|
Total fourth quarter 2017
|
1,864
|
|
|
10,387
|
|
|
1,866
|
|
|
79.38
|
|
|
Total 2017
|
7,328
|
|
|
10,387
|
|
|
7,531
|
|
|
$
|
72.31
|
|
(a)
|
The Corporation made no repurchases of warrants under the repurchase program during the year ended
December 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 year ended
December 31, 2017
, the Corporation withheld the equivalent of approximately
1,209,000
shares to cover an aggregate of
$35.6 million
in exercise price and issued approximately
1,771,000
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
203,000
shares (including
2,000
shares for the quarter ended
December 31, 2017
) purchased pursuant to deferred compensation plans and shares purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan during the year ended
December 31, 2017
. These transactions are not considered part of the Corporation's repurchase program.
|
(d)
|
Includes
July 25, 2017
equity repurchase authorization for up to an additional
5 million
shares.
|
|
December 31, 2017
|
December 31, 2016
|
||||||
Common equity tier 1 capital to risk-weighted assets (a)
|
|
4.50
|
%
|
|
|
4.50
|
%
|
|
Tier 1 capital to risk-weighted assets (a)
|
|
6.00
|
|
|
|
6.00
|
|
|
Total capital to risk-weighted assets (a)
|
|
8.00
|
|
|
|
8.00
|
|
|
Capital conservation buffer (a)
|
|
1.25
|
|
|
|
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 and ultimately increasing to 2.5% on January 1, 2019.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||
(dollar amounts in millions)
|
Capital/Assets
|
|
Ratio
|
|
Capital/Assets
|
|
Ratio
|
||||||
Common equity tier 1 and tier 1 risk-based
|
$
|
7,773
|
|
|
11.68
|
%
|
|
$
|
7,540
|
|
|
11.09
|
%
|
Total risk-based
|
9,211
|
|
|
13.84
|
|
|
9,018
|
|
|
13.27
|
|
||
Leverage
|
7,773
|
|
|
10.89
|
|
|
7,540
|
|
|
10.18
|
|
||
Common equity
|
7,963
|
|
|
11.13
|
|
|
7,796
|
|
|
10.68
|
|
||
Tangible common equity (a)
|
7,320
|
|
|
10.32
|
|
|
7,151
|
|
|
9.89
|
|
||
Risk-weighted assets
|
66,575
|
|
|
|
|
67,966
|
|
|
|
(a)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
|||
Allowance for loan losses as a percentage of total loans at end of year
|
1.45
|
%
|
|
1.49
|
%
|
|
1.29
|
%
|
Allowance for loan losses as a percentage of total nonperforming loans at end of year
|
173
|
|
|
124
|
|
|
167
|
|
Allowance for loan losses as a multiple of total net loan charge-offs for the year
|
7.7x
|
|
|
5.0x
|
|
|
6.3x
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||
(dollar amounts in millions)
|
Allocated
Allowance
|
Allowance
Ratio (a)
|
% (b)
|
|
Allocated
Allowance
|
% (b)
|
|
Allocated
Allowance
|
% (b)
|
|
Allocated
Allowance
|
% (b)
|
|
Allocated
Allowance
|
% (b)
|
||||||||||||||||
December 31
|
|
|
|
|
|||||||||||||||||||||||||||
Business loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
521
|
|
1.68
|
%
|
63
|
%
|
|
$
|
547
|
|
63
|
%
|
|
$
|
448
|
|
65
|
%
|
|
$
|
379
|
|
65
|
%
|
|
$
|
340
|
|
63
|
%
|
Real estate construction
|
19
|
|
0.63
|
|
6
|
|
|
21
|
|
6
|
|
|
12
|
|
4
|
|
|
20
|
|
4
|
|
|
16
|
|
4
|
|
|||||
Commercial mortgage
|
91
|
|
1.00
|
|
19
|
|
|
93
|
|
18
|
|
|
93
|
|
18
|
|
|
120
|
|
18
|
|
|
159
|
|
19
|
|
|||||
Lease financing
|
12
|
|
2.53
|
|
1
|
|
|
5
|
|
1
|
|
|
3
|
|
1
|
|
|
2
|
|
1
|
|
|
4
|
|
2
|
|
|||||
International
|
18
|
|
1.78
|
|
2
|
|
|
16
|
|
3
|
|
|
23
|
|
3
|
|
|
13
|
|
3
|
|
|
12
|
|
3
|
|
|||||
Total business loans
|
661
|
|
1.48
|
|
91
|
|
|
682
|
|
91
|
|
|
579
|
|
91
|
|
|
534
|
|
91
|
|
|
531
|
|
91
|
|
|||||
Retail loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential mortgage
|
13
|
|
0.63
|
|
4
|
|
|
11
|
|
4
|
|
|
14
|
|
4
|
|
|
14
|
|
4
|
|
|
17
|
|
4
|
|
|||||
Consumer
|
38
|
|
1.49
|
|
5
|
|
|
37
|
|
5
|
|
|
41
|
|
5
|
|
|
46
|
|
5
|
|
|
50
|
|
5
|
|
|||||
Total retail loans
|
51
|
|
1.12
|
|
9
|
|
|
48
|
|
9
|
|
|
55
|
|
9
|
|
|
60
|
|
9
|
|
|
67
|
|
9
|
|
|||||
Total loans
|
$
|
712
|
|
1.45
|
%
|
100
|
%
|
|
$
|
730
|
|
100
|
%
|
|
$
|
634
|
|
100
|
%
|
|
$
|
594
|
|
100
|
%
|
|
$
|
598
|
|
100
|
%
|
(a)
|
Allocated allowance as a percentage of related loans outstanding.
|
(b)
|
Loans outstanding as a percentage of total loans.
|
(dollar amounts in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
309
|
|
|
$
|
445
|
|
|
$
|
238
|
|
|
$
|
109
|
|
|
$
|
81
|
|
Real estate construction
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
21
|
|
|||||
Commercial mortgage
|
31
|
|
|
46
|
|
|
60
|
|
|
95
|
|
|
156
|
|
|||||
Lease financing
|
4
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
International
|
6
|
|
|
14
|
|
|
8
|
|
|
—
|
|
|
4
|
|
|||||
Total nonaccrual business loans
|
350
|
|
|
511
|
|
|
313
|
|
|
206
|
|
|
262
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
31
|
|
|
39
|
|
|
27
|
|
|
36
|
|
|
53
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
21
|
|
|
28
|
|
|
27
|
|
|
30
|
|
|
31
|
|
|||||
Other consumer
|
—
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|||||
Total consumer
|
21
|
|
|
32
|
|
|
27
|
|
|
31
|
|
|
35
|
|
|||||
Total nonaccrual retail loans
|
52
|
|
|
71
|
|
|
54
|
|
|
67
|
|
|
88
|
|
|||||
Total nonaccrual loans
|
402
|
|
|
582
|
|
|
367
|
|
|
273
|
|
|
350
|
|
|||||
Reduced-rate loans
|
8
|
|
|
8
|
|
|
12
|
|
|
17
|
|
|
24
|
|
|||||
Total nonperforming loans
|
410
|
|
|
590
|
|
|
379
|
|
|
290
|
|
|
374
|
|
|||||
Foreclosed property
|
5
|
|
|
17
|
|
|
12
|
|
|
10
|
|
|
9
|
|
|||||
Total nonperforming assets
|
$
|
415
|
|
|
$
|
607
|
|
|
$
|
391
|
|
|
$
|
300
|
|
|
$
|
383
|
|
Gross interest income that would have been recorded had the nonaccrual and reduced-rate loans performed in accordance with original terms
|
$
|
31
|
|
|
$
|
38
|
|
|
$
|
27
|
|
|
$
|
25
|
|
|
$
|
34
|
|
Interest income recognized
|
7
|
|
|
6
|
|
|
5
|
|
|
6
|
|
|
5
|
|
|||||
Nonperforming loans as a percentage of total loans
|
0.83
|
%
|
|
1.20
|
%
|
|
0.77
|
%
|
|
0.60
|
%
|
|
0.82
|
%
|
|||||
Nonperforming assets as a percentage of total loans and foreclosed property
|
0.84
|
|
|
1.24
|
|
|
0.80
|
|
|
0.62
|
|
|
0.84
|
|
|||||
Loans past due 90 days or more and still accruing
|
$
|
35
|
|
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
5
|
|
|
$
|
16
|
|
Loans past due 90 days or more and still accruing as a percentage of total loans
|
0.07
|
%
|
|
0.04
|
%
|
|
0.03
|
%
|
|
0.01
|
%
|
|
0.03
|
%
|
(a)
|
TDRs that do not include a reduction in the original contractual interest rate which are performing in accordance with their modified terms.
|
|
2017
|
|
2016
|
||||||||||
(dollar amounts in millions)
|
Number of
Borrowers
|
|
Balance
|
|
Number of
Borrowers
|
|
Balance
|
||||||
Under $2 million
|
939
|
|
|
$
|
85
|
|
|
1,152
|
|
|
$
|
95
|
|
$2 million - $5 million
|
16
|
|
|
47
|
|
|
18
|
|
|
57
|
|
||
$5 million - $10 million
|
12
|
|
|
93
|
|
|
9
|
|
|
60
|
|
||
$10 million - $25 million
|
8
|
|
|
130
|
|
|
14
|
|
|
234
|
|
||
Greater than $25 million
|
1
|
|
|
47
|
|
|
4
|
|
|
136
|
|
||
Total
|
976
|
|
|
$
|
402
|
|
|
1,197
|
|
|
$
|
582
|
|
|
December 31, 2017
|
|
Year Ended December 31, 2017
|
|||||||||||||||||
(dollar amounts in millions)
|
Nonaccrual Loans
|
|
Loans Transferred to
Nonaccrual (a)
|
|
Net Loan Charge-Offs (Recoveries)
|
|||||||||||||||
Industry Category
|
|
|
||||||||||||||||||
Mining, Quarrying and Oil & Gas Extraction (b)
|
$
|
113
|
|
|
29
|
%
|
|
$
|
66
|
|
|
22
|
%
|
|
$
|
38
|
|
|
42
|
%
|
Manufacturing
|
94
|
|
|
24
|
|
|
89
|
|
|
30
|
|
|
10
|
|
|
11
|
|
|||
Health Care and Social Assistance
|
38
|
|
|
9
|
|
|
25
|
|
|
9
|
|
|
5
|
|
|
5
|
|
|||
Residential Mortgage
|
31
|
|
|
8
|
|
|
12
|
|
|
4
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Services (b)
|
25
|
|
|
6
|
|
|
13
|
|
|
4
|
|
|
8
|
|
|
9
|
|
|||
Wholesale Trade
|
20
|
|
|
5
|
|
|
34
|
|
|
12
|
|
|
10
|
|
|
11
|
|
|||
Real Estate and Home Builders
|
18
|
|
|
4
|
|
|
5
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|||
Contractors
|
16
|
|
|
4
|
|
|
22
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|||
Information and Communication
|
6
|
|
|
1
|
|
|
8
|
|
|
3
|
|
|
8
|
|
|
9
|
|
|||
Entertainment
|
4
|
|
|
1
|
|
|
10
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Transportation and Warehousing
|
—
|
|
|
—
|
|
|
6
|
|
|
2
|
|
|
(9
|
)
|
|
(10
|
)
|
|||
Other (c)
|
37
|
|
|
9
|
|
|
7
|
|
|
2
|
|
|
13
|
|
|
14
|
|
|||
Total
|
$
|
402
|
|
|
100
|
%
|
|
$
|
297
|
|
|
100
|
%
|
|
$
|
92
|
|
|
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 $112 million in Mining, Quarrying and Oil & Gas Extraction and $8 million in Services at
December 31, 2017
.
|
(c)
|
Consumer, excluding residential mortgage and certain personal purpose nonaccrual loans and net charge-offs, is included in the “Other” category.
|
|
2017
|
|
2016
|
||||||||||
(in millions)
|
Loans
Outstanding
|
|
Percent of
Total Loans
|
|
Loans
Outstanding
|
|
Percent of
Total Loans
|
||||||
December 31
|
|
|
|
||||||||||
Production:
|
|
|
|
|
|
|
|
||||||
Domestic
|
$
|
1,007
|
|
|
|
|
$
|
968
|
|
|
|
||
Foreign
|
337
|
|
|
|
|
358
|
|
|
|
||||
Total production
|
1,344
|
|
|
2.7
|
%
|
|
1,326
|
|
|
2.7
|
%
|
||
Dealer:
|
|
|
|
|
|
|
|
||||||
Floor plan
|
4,359
|
|
|
|
|
4,269
|
|
|
|
||||
Other
|
3,233
|
|
|
|
|
2,854
|
|
|
|
||||
Total dealer
|
7,592
|
|
|
15.5
|
%
|
|
7,123
|
|
|
14.5
|
%
|
||
Total automotive
|
$
|
8,936
|
|
|
18.2
|
%
|
|
$
|
8,449
|
|
|
17.2
|
%
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
2017
|
|
2016
|
||||||||||||||||||||||||
(dollar amounts in millions)
December 31
|
Residential
Mortgage Loans |
|
% of
Total |
|
Home
Equity Loans |
|
% of
Total |
|
Residential
Mortgage Loans |
|
% of
Total |
|
Home
Equity Loans |
|
% of
Total |
||||||||||||
Geographic market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Michigan
|
$
|
387
|
|
|
19
|
%
|
|
$
|
705
|
|
|
39
|
%
|
|
$
|
386
|
|
|
20
|
%
|
|
$
|
748
|
|
|
42
|
%
|
California
|
1,023
|
|
|
52
|
|
|
718
|
|
|
40
|
|
|
948
|
|
|
49
|
|
|
687
|
|
|
38
|
|
||||
Texas
|
297
|
|
|
15
|
|
|
335
|
|
|
18
|
|
|
337
|
|
|
17
|
|
|
305
|
|
|
17
|
|
||||
Other Markets
|
281
|
|
|
14
|
|
|
58
|
|
|
3
|
|
|
271
|
|
|
14
|
|
|
60
|
|
|
3
|
|
||||
Total
|
$
|
1,988
|
|
|
100
|
%
|
|
$
|
1,816
|
|
|
100
|
%
|
|
$
|
1,942
|
|
|
100
|
%
|
|
$
|
1,800
|
|
|
100
|
%
|
|
Loans Maturing
|
||||||||||||||
(in millions)
December 31, 2017
|
Within One
Year (a)
|
|
After One
But Within
Five Years
|
|
After
Five Years
|
|
Total
|
||||||||
Commercial loans
|
$
|
15,221
|
|
|
$
|
14,739
|
|
|
$
|
1,100
|
|
|
$
|
31,060
|
|
Real estate construction loans
|
1,270
|
|
|
1,595
|
|
|
96
|
|
|
2,961
|
|
||||
Commercial mortgage loans
|
1,563
|
|
|
5,065
|
|
|
2,531
|
|
|
9,159
|
|
||||
International loans
|
452
|
|
|
524
|
|
|
7
|
|
|
983
|
|
||||
Total
|
$
|
18,506
|
|
|
$
|
21,923
|
|
|
$
|
3,734
|
|
|
$
|
44,163
|
|
Sensitivity of loans to changes in interest rates:
|
|
|
|
|
|
|
|
||||||||
Predetermined (fixed) interest rates
|
$
|
699
|
|
|
$
|
2,550
|
|
|
$
|
633
|
|
|
$
|
3,882
|
|
Floating interest rates
|
17,807
|
|
|
19,373
|
|
|
3,101
|
|
|
40,281
|
|
||||
Total
|
$
|
18,506
|
|
|
$
|
21,923
|
|
|
$
|
3,734
|
|
|
$
|
44,163
|
|
(a)
|
Includes demand loans, loans having no stated repayment schedule or maturity and overdrafts.
|
(in millions)
Risk Management Notional Activity
|
Interest
Rate
Contracts
|
|
Foreign
Exchange
Contracts
|
|
Totals
|
||||||
Balance at January 1, 2016
|
$
|
2,525
|
|
|
$
|
593
|
|
|
$
|
3,118
|
|
Additions
|
—
|
|
|
13,946
|
|
|
13,946
|
|
|||
Maturities/amortizations
|
(250
|
)
|
|
(13,822
|
)
|
|
(14,072
|
)
|
|||
Balance at December 31, 2016
|
$
|
2,275
|
|
|
$
|
717
|
|
|
$
|
2,992
|
|
Additions
|
—
|
|
|
12,004
|
|
|
12,004
|
|
|||
Maturities/amortizations
|
(500
|
)
|
|
(12,071
|
)
|
|
(12,571
|
)
|
|||
Balance at December 31, 2017
|
$
|
1,775
|
|
|
$
|
650
|
|
|
$
|
2,425
|
|
(in millions)
Customer-Initiated and Other Notional Activity
|
Interest
Rate
Contracts
|
|
Energy
Derivative
Contracts
|
|
Foreign
Exchange
Contracts
|
|
Totals
|
||||||||
Balance at January 1, 2016
|
$
|
12,228
|
|
|
$
|
3,127
|
|
|
$
|
2,291
|
|
|
$
|
17,646
|
|
Additions
|
3,505
|
|
|
1,347
|
|
|
54,478
|
|
|
59,330
|
|
||||
Maturities/amortizations
|
(1,469
|
)
|
|
(1,908
|
)
|
|
(55,250
|
)
|
|
(58,627
|
)
|
||||
Terminations
|
(941
|
)
|
|
(339
|
)
|
|
(10
|
)
|
|
(1,290
|
)
|
||||
Balance at December 31, 2016
|
$
|
13,323
|
|
|
$
|
2,227
|
|
|
$
|
1,509
|
|
|
$
|
17,059
|
|
Additions
|
4,377
|
|
|
1,539
|
|
|
47,456
|
|
|
53,372
|
|
||||
Maturities/amortizations
|
(2,096
|
)
|
|
(1,681
|
)
|
|
(46,987
|
)
|
|
(50,764
|
)
|
||||
Terminations
|
(1,215
|
)
|
|
(238
|
)
|
|
(94
|
)
|
|
(1,547
|
)
|
||||
Balance at December 31, 2017
|
$
|
14,389
|
|
|
$
|
1,847
|
|
|
$
|
1,884
|
|
|
$
|
18,120
|
|
|
Minimum Payments Due by Period
|
||||||||||||||||||
(in millions)
December 31, 2017
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Deposits without a stated maturity (a)
|
$
|
55,723
|
|
|
$
|
55,723
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit and other deposits with a stated maturity (a)
|
2,180
|
|
|
1,855
|
|
|
266
|
|
|
44
|
|
|
15
|
|
|||||
Short-term borrowings (a)
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt (a)
|
4,575
|
|
|
—
|
|
|
1,025
|
|
|
—
|
|
|
3,550
|
|
|||||
Operating leases
|
391
|
|
|
68
|
|
|
113
|
|
|
75
|
|
|
135
|
|
|||||
Commitments to fund low income housing partnerships
|
159
|
|
|
92
|
|
|
57
|
|
|
4
|
|
|
6
|
|
|||||
Other long-term obligations (b)
|
350
|
|
|
87
|
|
|
76
|
|
|
37
|
|
|
150
|
|
|||||
Total contractual obligations
|
$
|
63,388
|
|
|
$
|
57,835
|
|
|
$
|
1,537
|
|
|
$
|
160
|
|
|
$
|
3,856
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Medium- and long-term debt (parent company only) (a) (c)
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
250
|
|
(a)
|
Deposits and borrowings exclude accrued interest.
|
(b)
|
Includes unrecognized tax benefits.
|
(c)
|
Parent company only amounts are included in the medium- and long-term debt minimum payments above.
|
|
Expected Expiration Dates by Period
|
||||||||||||||||||
(in millions)
December 31, 2017
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Unused commitments to extend credit
|
$
|
25,469
|
|
|
$
|
7,022
|
|
|
$
|
9,711
|
|
|
$
|
5,978
|
|
|
$
|
2,758
|
|
Standby letters of credit and financial guarantees
|
3,228
|
|
|
2,741
|
|
|
293
|
|
|
187
|
|
|
7
|
|
|||||
Commercial letters of credit
|
39
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
28,736
|
|
|
$
|
9,802
|
|
|
$
|
10,004
|
|
|
$
|
6,165
|
|
|
$
|
2,765
|
|
|
Comerica Incorporated
|
|
Comerica Bank
|
||||
December 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
|
Stable
|
|
|
A
|
Stable
|
|
Discount rate
|
3.74
|
%
|
Long-term rate of return on plan assets
|
6.50
|
%
|
Lump sum payment election rate:
|
|
|
Participants before January 1, 2017
|
50
|
%
|
All other participants
|
80
|
%
|
Mortality table:
|
|
|
Base table (a)
|
RP-2017
|
|
Mortality improvement scale (a)
|
MP-2017
|
|
(a)
|
Issued by the Society of Actuaries in October 2017.
|
(dollar amounts in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Tangible Common Equity Ratio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shareholders' equity
|
$
|
7,963
|
|
|
$
|
7,796
|
|
|
$
|
7,560
|
|
|
$
|
7,402
|
|
|
$
|
7,150
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
635
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|||||
Other intangible assets
|
8
|
|
|
10
|
|
|
14
|
|
|
15
|
|
|
17
|
|
|||||
Tangible common equity
|
$
|
7,320
|
|
|
$
|
7,151
|
|
|
$
|
6,911
|
|
|
$
|
6,752
|
|
|
$
|
6,498
|
|
Total assets
|
$
|
71,567
|
|
|
$
|
72,978
|
|
|
$
|
71,877
|
|
|
$
|
69,186
|
|
|
$
|
65,224
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
635
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|||||
Other intangible assets
|
8
|
|
|
10
|
|
|
14
|
|
|
15
|
|
|
17
|
|
|||||
Tangible assets
|
$
|
70,924
|
|
|
$
|
72,333
|
|
|
$
|
71,228
|
|
|
$
|
68,536
|
|
|
$
|
64,572
|
|
Common equity ratio
|
11.13
|
%
|
|
10.68
|
%
|
|
10.52
|
%
|
|
10.70
|
%
|
|
10.97
|
%
|
|||||
Tangible common equity ratio
|
10.32
|
|
|
9.89
|
|
|
9.70
|
|
|
9.85
|
|
|
10.07
|
|
|||||
Tangible Common Equity per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shareholders' equity
|
$
|
7,963
|
|
|
$
|
7,796
|
|
|
$
|
7,560
|
|
|
$
|
7,402
|
|
|
$
|
7,150
|
|
Tangible common equity
|
7,320
|
|
|
7,151
|
|
|
6,911
|
|
|
6,752
|
|
|
6,498
|
|
|||||
Shares of common stock outstanding (in millions)
|
173
|
|
|
175
|
|
|
176
|
|
|
179
|
|
|
182
|
|
|||||
Common shareholders' equity per share of common stock
|
$
|
46.07
|
|
|
$
|
44.47
|
|
|
$
|
43.03
|
|
|
$
|
41.35
|
|
|
$
|
39.22
|
|
Tangible common equity per share of common stock
|
42.34
|
|
|
40.79
|
|
|
39.33
|
|
|
37.72
|
|
|
35.64
|
|
•
|
general political, economic or industry conditions, either domestically or internationally, may be less favorable than expected;
|
•
|
governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact the Corporation's financial condition and results of operations;
|
•
|
proposed revenue enhancements and efficiency improvements under the GEAR Up initiative may not be achieved;
|
•
|
adverse effects from operational difficulties, failure of technology infrastructure or information security incidents;
|
•
|
the Corporation relies on other companies to provide certain key components of its delivery systems, and certain failures could materially adversely affect operations;
|
•
|
the Corporation must maintain adequate sources of funding and liquidity to meet regulatory expectations, support its operations and fund outstanding liabilities;
|
•
|
compliance with more stringent capital and liquidity requirements may adversely affect the Corporation;
|
•
|
declines in the businesses or industries of the Corporation's customers could cause increased credit losses or decreased loan balances, which could adversely affect the Corporation;
|
•
|
unfavorable developments concerning credit quality could adversely affect the Corporation's financial results:
|
•
|
changes in regulation or oversight may have a material adverse impact on the Corporation's operations;
|
•
|
changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing, could adversely affect the Corporation's net interest income and balance sheet;
|
•
|
adverse effects due to regulatory developments impacting LIBOR and other interest rate benchmarks;
|
•
|
reduction in the Corporation's credit ratings could adversely affect the Corporation and/or the holders of its securities;
|
•
|
damage to the Corporation’s reputation could damage its businesses;
|
•
|
the Corporation's inability to utilize technology to develop, market and deliver new products and services to its customers;
|
•
|
competitive product and pricing pressures among financial institutions within the Corporation's markets may change;
|
•
|
the soundness of other financial institutions could adversely affect the Corporation;
|
•
|
the introduction, implementation, withdrawal, success and timing of business initiatives and strategies may be less successful or may be different than anticipated, which could adversely affect the Corporation's business;
|
•
|
changes in customer behavior may adversely impact the Corporation's business, financial condition and results of operations;
|
•
|
management's ability to maintain and expand customer relationships may differ from expectations;
|
•
|
methods of reducing risk exposures might not be effective;
|
•
|
catastrophic events, including, but not limited to, hurricanes, tornadoes, earthquakes, fires, droughts and floods, may adversely affect the general economy, financial and capital markets, specific industries, and the Corporation;
|
•
|
the unknown impacts of recent tax reform, and potential legislative, administrative or judicial changes or interpretations to these and other tax regulations;
|
•
|
any future strategic acquisitions or divestitures may present certain risks to the Corporation's business and operations;
|
•
|
management's ability to retain key officers and employees may change;
|
•
|
legal and regulatory proceedings and related financial services industry matters, including those directly involving the Corporation and its subsidiaries, could adversely affect the Corporation or the financial services industry in general;
|
•
|
adverse effects from terrorist activities or other hostilities;
|
•
|
changes in accounting standards could materially impact the Corporation's financial statements;
|
•
|
the Corporation's accounting policies and processes are critical to the reporting of financial condition and results of operations and require management to make estimates about matters that are uncertain; and
|
•
|
the Corporation's stock price can be volatile.
|
(in millions, except share data)
|
|
|
|
||||
December 31
|
2017
|
|
2016
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
1,438
|
|
|
$
|
1,249
|
|
|
|
|
|
||||
Interest-bearing deposits with banks
|
4,407
|
|
|
5,969
|
|
||
Other short-term investments
|
96
|
|
|
92
|
|
||
|
|
|
|
||||
Investment securities available-for-sale
|
10,938
|
|
|
10,787
|
|
||
Investment securities held-to-maturity
|
1,266
|
|
|
1,582
|
|
||
|
|
|
|
||||
Commercial loans
|
31,060
|
|
|
30,994
|
|
||
Real estate construction loans
|
2,961
|
|
|
2,869
|
|
||
Commercial mortgage loans
|
9,159
|
|
|
8,931
|
|
||
Lease financing
|
468
|
|
|
572
|
|
||
International loans
|
983
|
|
|
1,258
|
|
||
Residential mortgage loans
|
1,988
|
|
|
1,942
|
|
||
Consumer loans
|
2,554
|
|
|
2,522
|
|
||
Total loans
|
49,173
|
|
|
49,088
|
|
||
Less allowance for loan losses
|
(712
|
)
|
|
(730
|
)
|
||
Net loans
|
48,461
|
|
|
48,358
|
|
||
Premises and equipment
|
466
|
|
|
501
|
|
||
Accrued income and other assets
|
4,495
|
|
|
4,440
|
|
||
Total assets
|
$
|
71,567
|
|
|
$
|
72,978
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Noninterest-bearing deposits
|
$
|
32,071
|
|
|
$
|
31,540
|
|
|
|
|
|
||||
Money market and interest-bearing checking deposits
|
21,500
|
|
|
22,556
|
|
||
Savings deposits
|
2,152
|
|
|
2,064
|
|
||
Customer certificates of deposit
|
2,165
|
|
|
2,806
|
|
||
Foreign office time deposits
|
15
|
|
|
19
|
|
||
Total interest-bearing deposits
|
25,832
|
|
|
27,445
|
|
||
Total deposits
|
57,903
|
|
|
58,985
|
|
||
Short-term borrowings
|
10
|
|
|
25
|
|
||
Accrued expenses and other liabilities
|
1,069
|
|
|
1,012
|
|
||
Medium- and long-term debt
|
4,622
|
|
|
5,160
|
|
||
Total liabilities
|
63,604
|
|
|
65,182
|
|
||
|
|
|
|
||||
Common stock - $5 par value:
|
|
|
|
||||
Authorized - 325,000,000 shares
|
|
|
|
||||
Issued - 228,164,824 shares
|
1,141
|
|
|
1,141
|
|
||
Capital surplus
|
2,122
|
|
|
2,135
|
|
||
Accumulated other comprehensive loss
|
(451
|
)
|
|
(383
|
)
|
||
Retained earnings
|
7,887
|
|
|
7,331
|
|
||
Less cost of common stock in treasury - 55,306,483 shares at 12/31/17 and 52,851,156 shares at 12/31/16
|
(2,736
|
)
|
|
(2,428
|
)
|
||
Total shareholders’ equity
|
7,963
|
|
|
7,796
|
|
||
Total liabilities and shareholders’ equity
|
$
|
71,567
|
|
|
$
|
72,978
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
INTEREST INCOME
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
1,872
|
|
|
$
|
1,635
|
|
|
$
|
1,551
|
|
Interest on investment securities
|
250
|
|
|
247
|
|
|
216
|
|
|||
Interest on short-term investments
|
60
|
|
|
27
|
|
|
17
|
|
|||
Total interest income
|
2,182
|
|
|
1,909
|
|
|
1,784
|
|
|||
INTEREST EXPENSE
|
|
|
|
|
|
||||||
Interest on deposits
|
42
|
|
|
40
|
|
|
43
|
|
|||
Interest on short-term borrowings
|
3
|
|
|
—
|
|
|
—
|
|
|||
Interest on medium- and long-term debt
|
76
|
|
|
72
|
|
|
52
|
|
|||
Total interest expense
|
121
|
|
|
112
|
|
|
95
|
|
|||
Net interest income
|
2,061
|
|
|
1,797
|
|
|
1,689
|
|
|||
Provision for credit losses
|
74
|
|
|
248
|
|
|
147
|
|
|||
Net interest income after provision for credit losses
|
1,987
|
|
|
1,549
|
|
|
1,542
|
|
|||
NONINTEREST INCOME
|
|
|
|
|
|
||||||
Card fees
|
333
|
|
|
303
|
|
|
276
|
|
|||
Service charges on deposit accounts
|
227
|
|
|
219
|
|
|
223
|
|
|||
Fiduciary income
|
198
|
|
|
190
|
|
|
187
|
|
|||
Commercial lending fees
|
85
|
|
|
89
|
|
|
99
|
|
|||
Letter of credit fees
|
45
|
|
|
50
|
|
|
53
|
|
|||
Bank-owned life insurance
|
43
|
|
|
42
|
|
|
40
|
|
|||
Foreign exchange income
|
45
|
|
|
42
|
|
|
40
|
|
|||
Brokerage fees
|
23
|
|
|
19
|
|
|
17
|
|
|||
Net securities losses
|
(3
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|||
Other noninterest income
|
111
|
|
|
102
|
|
|
102
|
|
|||
Total noninterest income
|
1,107
|
|
|
1,051
|
|
|
1,035
|
|
|||
NONINTEREST EXPENSES
|
|
|
|
|
|
||||||
Salaries and benefits expense
|
912
|
|
|
961
|
|
|
1,009
|
|
|||
Outside processing fee expense
|
366
|
|
|
336
|
|
|
318
|
|
|||
Net occupancy expense
|
154
|
|
|
157
|
|
|
159
|
|
|||
Equipment expense
|
45
|
|
|
53
|
|
|
53
|
|
|||
Restructuring charges
|
45
|
|
|
93
|
|
|
—
|
|
|||
Software expense
|
126
|
|
|
119
|
|
|
99
|
|
|||
FDIC insurance expense
|
51
|
|
|
54
|
|
|
37
|
|
|||
Advertising expense
|
28
|
|
|
21
|
|
|
24
|
|
|||
Litigation-related expense
|
(2
|
)
|
|
1
|
|
|
(32
|
)
|
|||
Other noninterest expenses
|
135
|
|
|
135
|
|
|
160
|
|
|||
Total noninterest expenses
|
1,860
|
|
|
1,930
|
|
|
1,827
|
|
|||
Income before income taxes
|
1,234
|
|
|
670
|
|
|
750
|
|
|||
Provision for income taxes
|
491
|
|
|
193
|
|
|
229
|
|
|||
NET INCOME
|
743
|
|
|
477
|
|
|
521
|
|
|||
Less income allocated to participating securities
|
5
|
|
|
4
|
|
|
6
|
|
|||
Net income attributable to common shares
|
$
|
738
|
|
|
$
|
473
|
|
|
$
|
515
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.23
|
|
|
$
|
2.74
|
|
|
$
|
2.93
|
|
Diluted
|
4.14
|
|
|
2.68
|
|
|
2.84
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared on common stock
|
193
|
|
|
154
|
|
|
148
|
|
|||
Cash dividends declared per common share
|
1.09
|
|
|
0.89
|
|
|
0.83
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
NET INCOME
|
$
|
743
|
|
|
$
|
477
|
|
|
$
|
521
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Unrealized losses on investment securities:
|
|
|
|
|
|
||||||
Net unrealized holding losses arising during the period
|
(81
|
)
|
|
(70
|
)
|
|
(55
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Reclassification adjustment for net securities losses included in net income
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Net losses realized as a yield adjustment in interest on investment securities
|
(3
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|||
Change in net unrealized losses before income taxes
|
(78
|
)
|
|
(67
|
)
|
|
(45
|
)
|
|||
|
|
|
|
|
|
||||||
Defined benefit pension and other postretirement plans adjustment:
|
|
|
|
|
|
||||||
Actuarial gain (loss) arising during the period
|
72
|
|
|
(134
|
)
|
|
(57
|
)
|
|||
Prior service credit arising during the period
|
—
|
|
|
234
|
|
|
3
|
|
|||
Adjustments for amounts recognized as components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Amortization of actuarial net loss
|
51
|
|
|
46
|
|
|
70
|
|
|||
Amortization of prior service (credit) cost
|
(27
|
)
|
|
(7
|
)
|
|
1
|
|
|||
Change in defined benefit pension and other postretirement plans adjustment before income taxes
|
96
|
|
|
139
|
|
|
17
|
|
|||
|
|
|
|
|
|
||||||
Total other comprehensive income (loss) before income taxes
|
18
|
|
|
72
|
|
|
(28
|
)
|
|||
(Benefit) provision for income taxes
|
(1
|
)
|
|
26
|
|
|
(11
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
19
|
|
|
46
|
|
|
(17
|
)
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
$
|
762
|
|
|
$
|
523
|
|
|
$
|
504
|
|
|
Common Stock
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
Total
Shareholders’
Equity
|
|||||||||||||||
(in millions, except per share data)
|
Shares
Outstanding
|
|
Amount
|
|
Capital
Surplus
|
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
|||||||||||||||
BALANCE AT DECEMBER 31, 2014
|
179.0
|
|
|
$
|
1,141
|
|
|
$
|
2,188
|
|
|
$
|
(412
|
)
|
|
$
|
6,744
|
|
|
$
|
(2,259
|
)
|
|
$
|
7,402
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
521
|
|
|
—
|
|
|
521
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
||||||
Cash dividends declared on common stock ($0.83 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
||||||
Purchase of common stock
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
(240
|
)
|
||||||
Purchase and retirement of warrants
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
1.0
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(11
|
)
|
|
47
|
|
|
14
|
|
||||||
Net issuance of common stock for warrants
|
1.0
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(22
|
)
|
|
43
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||||
BALANCE AT DECEMBER 31, 2015
|
175.7
|
|
|
1,141
|
|
|
2,173
|
|
|
(429
|
)
|
|
7,084
|
|
|
(2,409
|
)
|
|
7,560
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
477
|
|
|
—
|
|
|
477
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
||||||
Cash dividends declared on common stock ($0.89 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
(154
|
)
|
||||||
Purchase of common stock
|
(6.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|
(310
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
4.1
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(27
|
)
|
|
185
|
|
|
143
|
|
||||||
Net issuance of common stock for warrants
|
2.3
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(49
|
)
|
|
106
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
||||||
BALANCE AT DECEMBER 31, 2016
|
175.3
|
|
|
1,141
|
|
|
2,135
|
|
|
(383
|
)
|
|
7,331
|
|
|
(2,428
|
)
|
|
7,796
|
|
||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
743
|
|
|
—
|
|
|
743
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Cash dividends declared on common stock ($1.09 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(193
|
)
|
|
—
|
|
|
(193
|
)
|
||||||
Purchase of common stock
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(544
|
)
|
|
(544
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
3.3
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(26
|
)
|
|
152
|
|
|
102
|
|
||||||
Net issuance of common stock for warrants
|
1.8
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(53
|
)
|
|
83
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||||
Reclassification of certain deferred tax effects
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
87
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
BALANCE AT DECEMBER 31, 2017
|
172.9
|
|
|
$
|
1,141
|
|
|
$
|
2,122
|
|
|
$
|
(451
|
)
|
|
$
|
7,887
|
|
|
$
|
(2,736
|
)
|
|
$
|
7,963
|
|
|
|
|
|
||||||||
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
743
|
|
|
$
|
477
|
|
|
$
|
521
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
74
|
|
|
248
|
|
|
147
|
|
|||
Provision (benefit) for deferred income taxes
|
79
|
|
|
(51
|
)
|
|
(71
|
)
|
|||
Depreciation and amortization
|
121
|
|
|
121
|
|
|
118
|
|
|||
Net periodic defined benefit (credit) cost
|
(18
|
)
|
|
6
|
|
|
48
|
|
|||
Share-based compensation expense
|
39
|
|
|
34
|
|
|
38
|
|
|||
Net amortization of securities
|
6
|
|
|
8
|
|
|
13
|
|
|||
Accretion of loan purchase discount
|
(3
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||
Net securities losses
|
—
|
|
|
—
|
|
|
2
|
|
|||
Net gains on sales of foreclosed property
|
(3
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||
Net change in:
|
|
|
|
|
|
||||||
Accrued income receivable
|
(33
|
)
|
|
(20
|
)
|
|
(12
|
)
|
|||
Accrued expenses payable
|
41
|
|
|
37
|
|
|
(35
|
)
|
|||
Other, net
|
57
|
|
|
(350
|
)
|
|
105
|
|
|||
Net cash provided by operating activities
|
1,103
|
|
|
502
|
|
|
865
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Investment securities available-for-sale:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
1,615
|
|
|
1,699
|
|
|
1,757
|
|
|||
Sales
|
1,259
|
|
|
—
|
|
|
—
|
|
|||
Purchases
|
(3,112
|
)
|
|
(2,045
|
)
|
|
(4,228
|
)
|
|||
Investment securities held-to-maturity:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
319
|
|
|
402
|
|
|
324
|
|
|||
Purchases
|
—
|
|
|
—
|
|
|
(362
|
)
|
|||
Net change in loans
|
(175
|
)
|
|
(136
|
)
|
|
(644
|
)
|
|||
Federal Home Loan Bank stock:
|
|
|
|
|
|
||||||
Purchases
|
(42
|
)
|
|
(115
|
)
|
|
—
|
|
|||
Redemptions
|
42
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of foreclosed property
|
22
|
|
|
20
|
|
|
12
|
|
|||
Net increase in premises and equipment
|
(69
|
)
|
|
(95
|
)
|
|
(119
|
)
|
|||
Other, net
|
3
|
|
|
—
|
|
|
5
|
|
|||
Net cash used in investing activities
|
(138
|
)
|
|
(270
|
)
|
|
(3,255
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net change in:
|
|
|
|
|
|
||||||
Deposits
|
(1,180
|
)
|
|
(998
|
)
|
|
2,529
|
|
|||
Short-term borrowings
|
(15
|
)
|
|
2
|
|
|
(93
|
)
|
|||
Medium- and long-term debt:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
(500
|
)
|
|
(650
|
)
|
|
(606
|
)
|
|||
Issuances
|
—
|
|
|
2,800
|
|
|
1,016
|
|
|||
Terminations
|
(16
|
)
|
|
—
|
|
|
—
|
|
|||
Common stock:
|
|
|
|
|
|
||||||
Repurchases
|
(552
|
)
|
|
(315
|
)
|
|
(240
|
)
|
|||
Cash dividends paid
|
(180
|
)
|
|
(152
|
)
|
|
(147
|
)
|
|||
Issuances under employee stock plans
|
110
|
|
|
152
|
|
|
22
|
|
|||
Purchase and retirement of warrants
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Other, net
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Net cash (used in) provided by financing activities
|
(2,338
|
)
|
|
839
|
|
|
2,466
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(1,373
|
)
|
|
1,071
|
|
|
76
|
|
|||
Cash and cash equivalents at beginning of period
|
7,218
|
|
|
6,147
|
|
|
6,071
|
|
|||
Cash and cash equivalents at end of period
|
$
|
5,845
|
|
|
$
|
7,218
|
|
|
$
|
6,147
|
|
Interest paid
|
$
|
122
|
|
|
$
|
111
|
|
|
$
|
94
|
|
Income taxes paid
|
336
|
|
|
151
|
|
|
88
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Loans transferred to other real estate
|
8
|
|
|
21
|
|
|
12
|
|
|||
Loans transferred from portfolio to held-for-sale
|
—
|
|
|
—
|
|
|
28
|
|
|||
Loans transferred from held-for-sale to portfolio
|
—
|
|
|
17
|
|
|
—
|
|
|||
Lease residual transferred to other assets
|
—
|
|
|
—
|
|
|
16
|
|
|
Level 1
|
|
Valuation is based upon quoted prices for identical instruments traded in active markets.
|
|
|
|
|
|
Level 2
|
|
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are less active, and model-based valuation techniques for which all significant assumptions are observable in the market.
|
|
|
|
|
|
Level 3
|
|
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
$
|
92
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
2,727
|
|
|
2,727
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
8,124
|
|
|
—
|
|
|
8,124
|
|
|
—
|
|
|
||||
State and municipal securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
(b)
|
||||
Equity and other non-debt securities
|
82
|
|
|
38
|
|
|
—
|
|
|
44
|
|
(b)
|
||||
Total investment securities available-for-sale
|
10,938
|
|
|
2,765
|
|
|
8,124
|
|
|
49
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
57
|
|
|
—
|
|
|
43
|
|
|
14
|
|
|
||||
Energy derivative contracts
|
93
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
42
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
||||
Warrants
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
||||
Total derivative assets
|
194
|
|
|
—
|
|
|
178
|
|
|
16
|
|
|
||||
Total assets at fair value
|
$
|
11,224
|
|
|
$
|
2,857
|
|
|
$
|
8,302
|
|
|
$
|
65
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
—
|
|
|
Energy derivative contracts
|
91
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
||||
Total derivative liabilities
|
190
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
||||
Deferred compensation plan liabilities
|
92
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
||||
Total liabilities at fair value
|
$
|
282
|
|
|
$
|
92
|
|
|
$
|
190
|
|
|
$
|
—
|
|
|
(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
|
|
||||||||||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
State and municipal securities (a)
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
5
|
|
Equity and other non-debt securities (a)
|
47
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
(b)
|
(1
|
)
|
|
—
|
|
|
44
|
|
|||||||
Total investment securities
available-for-sale |
54
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
(b)
|
(3
|
)
|
|
—
|
|
|
49
|
|
|||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate contracts
|
11
|
|
|
—
|
|
|
3
|
|
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||
Warrants
|
3
|
|
|
6
|
|
(c)
|
(1
|
)
|
(c)
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
2
|
|
|||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
State and municipal securities (a)
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
7
|
|
Corporate debt securities (a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||||
Equity and other non-debt securities (a)
|
67
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
(b)
|
(19
|
)
|
|
—
|
|
|
47
|
|
|||||||
Total investment securities
available-for-sale |
77
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
(b)
|
(22
|
)
|
|
—
|
|
|
54
|
|
|||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest rate contracts
|
9
|
|
|
—
|
|
|
2
|
|
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||
Warrants
|
2
|
|
|
6
|
|
(c)
|
1
|
|
(c)
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
3
|
|
(a)
|
Auction-rate securities.
|
(b)
|
Recorded in "net unrealized holding losses arising during the period" in other comprehensive income (loss).
|
(c)
|
Realized and unrealized gains and losses due to changes in fair value recorded in "other noninterest income" on the consolidated statements of income.
|
(in millions)
|
Level 3
|
||
December 31, 2017
|
|
||
Loans:
|
|
||
Commercial
|
$
|
111
|
|
Commercial mortgage
|
5
|
|
|
Total assets at fair value
|
$
|
116
|
|
December 31, 2016
|
|
||
Loans:
|
|
||
Commercial
|
$
|
256
|
|
Commercial mortgage
|
15
|
|
|
International
|
11
|
|
|
Total loans
|
282
|
|
|
Other real estate
|
1
|
|
|
Total assets at fair value
|
$
|
283
|
|
|
Carrying
Amount
|
|
Estimated Fair Value
|
||||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,438
|
|
|
$
|
1,438
|
|
|
$
|
1,438
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
4,407
|
|
|
4,407
|
|
|
4,407
|
|
|
—
|
|
|
—
|
|
|||||
Investment securities held-to-maturity
|
1,266
|
|
|
1,246
|
|
|
—
|
|
|
1,246
|
|
|
—
|
|
|||||
Loans held-for-sale
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||
Total loans, net of allowance for loan losses (a)
|
48,461
|
|
|
48,153
|
|
|
—
|
|
|
—
|
|
|
48,153
|
|
|||||
Customers’ liability on acceptances outstanding
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Restricted equity investments
|
207
|
|
|
207
|
|
|
207
|
|
|
—
|
|
|
—
|
|
|||||
Nonmarketable equity securities (b)
|
6
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits (noninterest-bearing)
|
32,071
|
|
|
32,071
|
|
|
—
|
|
|
32,071
|
|
|
—
|
|
|||||
Interest-bearing deposits
|
23,667
|
|
|
23,667
|
|
|
—
|
|
|
23,667
|
|
|
—
|
|
|||||
Customer certificates of deposit
|
2,165
|
|
|
2,142
|
|
|
—
|
|
|
2,142
|
|
|
—
|
|
|||||
Total deposits
|
57,903
|
|
|
57,880
|
|
|
—
|
|
|
57,880
|
|
|
—
|
|
|||||
Short-term borrowings
|
10
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||||
Acceptances outstanding
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt
|
4,622
|
|
|
4,636
|
|
|
—
|
|
|
4,636
|
|
|
—
|
|
|||||
Credit-related financial instruments
|
(67
|
)
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
(67
|
)
|
|||||
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
$116 million
and
$282 million
of impaired loans recorded at fair value on a nonrecurring basis at
December 31, 2017
and
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
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
2,743
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
2,727
|
|
Residential mortgage-backed securities (a)
|
8,230
|
|
|
22
|
|
|
128
|
|
|
8,124
|
|
||||
State and municipal securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Equity and other non-debt securities
|
83
|
|
|
1
|
|
|
2
|
|
|
82
|
|
||||
Total investment securities available-for-sale (b)
|
$
|
11,061
|
|
|
$
|
23
|
|
|
$
|
146
|
|
|
$
|
10,938
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities held-to-maturity (c):
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities (a)
|
$
|
1,266
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
1,246
|
|
|
|
|
|
|
|
|
|
||||||||
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
$51 million
and
$49 million
, respectively, as of
December 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 the unamortized balance of net unrealized losses as of the transfer date of
$9 million
and
$12 million
at
December 31, 2017
and
2016
, respectively, related to securities transferred from available-for-sale, which is 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
|
|||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
2,727
|
|
|
$
|
16
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
2,727
|
|
|
$
|
16
|
|
|
Residential mortgage-backed securities (a)
|
3,845
|
|
|
32
|
|
|
|
4,003
|
|
|
125
|
|
|
|
7,848
|
|
|
157
|
|
|
||||||
State and municipal securities (b)
|
—
|
|
|
—
|
|
|
|
5
|
|
|
—
|
|
(c)
|
|
5
|
|
|
—
|
|
(c)
|
||||||
Equity and other non-debt securities (b)
|
—
|
|
|
—
|
|
|
|
44
|
|
|
2
|
|
|
|
44
|
|
|
2
|
|
|
||||||
Total impaired securities
|
$
|
6,572
|
|
|
$
|
48
|
|
|
|
$
|
4,052
|
|
|
$
|
127
|
|
|
|
$
|
10,624
|
|
|
$
|
175
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
527
|
|
|
$
|
1
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
527
|
|
|
$
|
1
|
|
|
Residential mortgage-backed securities (a)
|
4,992
|
|
|
87
|
|
|
|
1,177
|
|
|
32
|
|
|
|
6,169
|
|
|
119
|
|
|
||||||
State and municipal securities (b)
|
—
|
|
|
—
|
|
|
|
7
|
|
|
—
|
|
(c)
|
|
7
|
|
|
—
|
|
(c)
|
||||||
Equity and other non-debt securities (b)
|
36
|
|
|
—
|
|
(c)
|
|
11
|
|
|
—
|
|
(c)
|
|
47
|
|
|
—
|
|
(c)
|
||||||
Total impaired securities
|
$
|
5,555
|
|
|
$
|
88
|
|
|
|
$
|
1,195
|
|
|
$
|
32
|
|
|
|
$
|
6,750
|
|
|
$
|
120
|
|
|
(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.
|
(a)
|
Primarily charges related to a derivative contract tied to the conversion rate of Visa Class B shares.
|
(in millions)
|
Available-for-sale
|
Held-to-maturity
|
||||||||||||
December 31, 2017
|
Amortized Cost
|
|
Fair Value
|
Amortized Cost
|
|
Fair Value
|
||||||||
Contractual maturity
|
|
|
|
|
|
|
||||||||
After one year through five years
|
$
|
2,956
|
|
|
$
|
2,939
|
|
$
|
—
|
|
|
$
|
—
|
|
After five years through ten years
|
1,690
|
|
|
1,697
|
|
17
|
|
|
17
|
|
||||
After ten years
|
6,332
|
|
|
6,220
|
|
1,249
|
|
|
1,229
|
|
||||
Subtotal
|
10,978
|
|
|
10,856
|
|
1,266
|
|
|
1,246
|
|
||||
Equity and other non-debt securities
|
83
|
|
|
82
|
|
—
|
|
|
—
|
|
||||
Total investment securities
|
$
|
11,061
|
|
|
$
|
10,938
|
|
$
|
1,266
|
|
|
$
|
1,246
|
|
|
Loans Past Due and Still Accruing
|
|
|
|
|
|
|
||||||||||||||||||||
(in millions)
|
30-59
Days
|
|
60-89
Days
|
|
90 Days
or More
|
|
Total
|
|
Nonaccrual
Loans
|
|
Current
Loans
|
|
Total
Loans
|
||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
79
|
|
|
$
|
134
|
|
|
$
|
12
|
|
|
$
|
225
|
|
|
$
|
309
|
|
|
$
|
30,526
|
|
|
$
|
31,060
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
2,627
|
|
|
2,630
|
|
|||||||
Other business lines (b)
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
327
|
|
|
331
|
|
|||||||
Total real estate construction
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
2,954
|
|
|
2,961
|
|
|||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
9
|
|
|
1,808
|
|
|
1,831
|
|
|||||||
Other business lines (b)
|
27
|
|
|
6
|
|
|
22
|
|
|
55
|
|
|
22
|
|
|
7,251
|
|
|
7,328
|
|
|||||||
Total commercial mortgage
|
41
|
|
|
6
|
|
|
22
|
|
|
69
|
|
|
31
|
|
|
9,059
|
|
|
9,159
|
|
|||||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
464
|
|
|
468
|
|
|||||||
International
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
6
|
|
|
964
|
|
|
983
|
|
|||||||
Total business loans
|
140
|
|
|
140
|
|
|
34
|
|
|
314
|
|
|
350
|
|
|
43,967
|
|
|
44,631
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage
|
10
|
|
|
2
|
|
|
—
|
|
|
12
|
|
|
31
|
|
|
1,945
|
|
|
1,988
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
5
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|
21
|
|
|
1,789
|
|
|
1,816
|
|
|||||||
Other consumer
|
4
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
—
|
|
|
733
|
|
|
738
|
|
|||||||
Total consumer
|
9
|
|
|
1
|
|
|
1
|
|
|
11
|
|
|
21
|
|
|
2,522
|
|
|
2,554
|
|
|||||||
Total retail loans
|
19
|
|
|
3
|
|
|
1
|
|
|
23
|
|
|
52
|
|
|
4,467
|
|
|
4,542
|
|
|||||||
Total loans
|
$
|
159
|
|
|
$
|
143
|
|
|
$
|
35
|
|
|
$
|
337
|
|
|
$
|
402
|
|
|
$
|
48,434
|
|
|
$
|
49,173
|
|
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
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
29,263
|
|
|
$
|
591
|
|
|
$
|
897
|
|
|
$
|
309
|
|
|
$
|
31,060
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
2,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,630
|
|
|||||
Other business lines (f)
|
327
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
331
|
|
|||||
Total real estate construction
|
2,957
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
2,961
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,759
|
|
|
20
|
|
|
43
|
|
|
9
|
|
|
1,831
|
|
|||||
Other business lines (f)
|
7,099
|
|
|
115
|
|
|
92
|
|
|
22
|
|
|
7,328
|
|
|||||
Total commercial mortgage
|
8,858
|
|
|
135
|
|
|
135
|
|
|
31
|
|
|
9,159
|
|
|||||
Lease financing
|
440
|
|
|
23
|
|
|
1
|
|
|
4
|
|
|
468
|
|
|||||
International
|
946
|
|
|
11
|
|
|
20
|
|
|
6
|
|
|
983
|
|
|||||
Total business loans
|
42,464
|
|
|
764
|
|
|
1,053
|
|
|
350
|
|
|
44,631
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
1,955
|
|
|
2
|
|
|
—
|
|
|
31
|
|
|
1,988
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,786
|
|
|
1
|
|
|
8
|
|
|
21
|
|
|
1,816
|
|
|||||
Other consumer
|
737
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
738
|
|
|||||
Total consumer
|
2,523
|
|
|
2
|
|
|
8
|
|
|
21
|
|
|
2,554
|
|
|||||
Total retail loans
|
4,478
|
|
|
4
|
|
|
8
|
|
|
52
|
|
|
4,542
|
|
|||||
Total loans
|
$
|
46,942
|
|
|
$
|
768
|
|
|
$
|
1,061
|
|
|
$
|
402
|
|
|
$
|
49,173
|
|
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. This category is generally consistent with the "special mention" category as defined by regulatory authorities.
|
(c)
|
Substandard loans are accruing loans that have a well-defined weakness, or weaknesses, such as loans to borrowers who may be experiencing losses from operations or inadequate liquidity of a degree and duration that jeopardizes the orderly repayment of the loan. Substandard loans also are distinguished by the distinct possibility of loss in the future if these weaknesses are not corrected. This category is generally consistent with the "substandard" category as defined by regulatory authorities.
|
(d)
|
Nonaccrual loans are loans for which the accrual of interest has been discontinued. For further information regarding nonaccrual loans, refer to the Nonperforming Assets subheading in Note 1 - Basis of Presentation and Accounting Policies. A significant majority of nonaccrual loans are generally consistent with the "substandard" category and the remainder are generally consistent with the "doubtful" category as defined by regulatory authorities.
|
(e)
|
Primarily loans to real estate developers.
|
(f)
|
Primarily loans secured by owner-occupied real estate.
|
(in millions)
|
December 31, 2017
|
|
December 31, 2016
|
||||
Nonaccrual loans
|
$
|
402
|
|
|
$
|
582
|
|
Reduced-rate loans (a)
|
8
|
|
|
8
|
|
||
Total nonperforming loans
|
410
|
|
|
590
|
|
||
Foreclosed property (b)
|
5
|
|
|
17
|
|
||
Total nonperforming assets
|
$
|
415
|
|
|
$
|
607
|
|
(a)
|
There were
no
reduced-rate business loans at both
December 31, 2017
and
2016
. Reduced-rate retail loans totaled
$8 million
at both
December 31, 2017
and
2016
.
|
(b)
|
Included foreclosed residential real estate properties of
$4 million
and
$3 million
at
December 31, 2017
and
2016
, respectively.
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
(in millions)
|
Business Loans
|
Retail Loans
|
|
Total
|
|
Business Loans
|
Retail Loans
|
|
Total
|
|
Business Loans
|
Retail Loans
|
|
Total
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of period
|
$
|
682
|
|
$
|
48
|
|
|
$
|
730
|
|
|
$
|
579
|
|
$
|
55
|
|
|
$
|
634
|
|
|
$
|
534
|
|
$
|
60
|
|
|
$
|
594
|
|
Loan charge-offs
|
(143
|
)
|
(6
|
)
|
|
(149
|
)
|
|
(207
|
)
|
(7
|
)
|
|
(214
|
)
|
|
(157
|
)
|
(11
|
)
|
|
(168
|
)
|
|||||||||
Recoveries on loans previously charged-off
|
50
|
|
7
|
|
|
57
|
|
|
63
|
|
5
|
|
|
68
|
|
|
55
|
|
13
|
|
|
68
|
|
|||||||||
Net loan (charge-offs) recoveries
|
(93
|
)
|
1
|
|
|
(92
|
)
|
|
(144
|
)
|
(2
|
)
|
|
(146
|
)
|
|
(102
|
)
|
2
|
|
|
(100
|
)
|
|||||||||
Provision for loan losses
|
71
|
|
2
|
|
|
73
|
|
|
246
|
|
(5
|
)
|
|
241
|
|
|
149
|
|
(7
|
)
|
|
142
|
|
|||||||||
Foreign currency translation adjustment
|
1
|
|
—
|
|
|
1
|
|
|
1
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
—
|
|
|
(2
|
)
|
|||||||||
Balance at end of period
|
$
|
661
|
|
$
|
51
|
|
|
$
|
712
|
|
|
$
|
682
|
|
$
|
48
|
|
|
$
|
730
|
|
|
$
|
579
|
|
$
|
55
|
|
|
$
|
634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
As a percentage of total loans
|
1.48
|
%
|
1.12
|
%
|
|
1.45
|
%
|
|
1.53
|
%
|
1.08
|
%
|
|
1.49
|
%
|
|
1.30
|
%
|
1.26
|
%
|
|
1.29
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
67
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
86
|
|
$
|
3
|
|
|
$
|
89
|
|
|
$
|
53
|
|
$
|
—
|
|
|
$
|
53
|
|
Collectively evaluated for impairment
|
594
|
|
51
|
|
|
645
|
|
|
596
|
|
45
|
|
|
641
|
|
|
526
|
|
55
|
|
|
581
|
|
|||||||||
Total allowance for loan losses
|
$
|
661
|
|
$
|
51
|
|
|
$
|
712
|
|
|
$
|
682
|
|
$
|
48
|
|
|
$
|
730
|
|
|
$
|
579
|
|
$
|
55
|
|
|
$
|
634
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
443
|
|
$
|
34
|
|
|
$
|
477
|
|
|
$
|
566
|
|
$
|
48
|
|
|
$
|
614
|
|
|
$
|
393
|
|
$
|
31
|
|
|
$
|
424
|
|
Collectively evaluated for impairment
|
44,188
|
|
4,508
|
|
|
48,696
|
|
|
44,058
|
|
4,416
|
|
|
48,474
|
|
|
44,336
|
|
4,324
|
|
|
48,660
|
|
|||||||||
Total loans evaluated for impairment
|
$
|
44,631
|
|
$
|
4,542
|
|
|
$
|
49,173
|
|
|
$
|
44,624
|
|
$
|
4,464
|
|
|
$
|
49,088
|
|
|
$
|
44,729
|
|
$
|
4,355
|
|
|
$
|
49,084
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of period
|
$
|
41
|
|
|
$
|
45
|
|
|
$
|
41
|
|
Charge-offs on lending-related commitments (a)
|
—
|
|
|
(11
|
)
|
|
(1
|
)
|
|||
Provision for credit losses on lending-related commitments
|
1
|
|
|
7
|
|
|
5
|
|
|||
Balance at end of period
|
$
|
42
|
|
|
$
|
41
|
|
|
$
|
45
|
|
|
Recorded Investment In:
|
|
|
|
|
||||||||||||||
(in millions)
|
Impaired
Loans with
No Related
Allowance
|
|
Impaired
Loans with
Related
Allowance
|
|
Total
Impaired
Loans
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
for Loan
Losses
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
105
|
|
|
$
|
267
|
|
|
$
|
372
|
|
|
$
|
460
|
|
|
$
|
63
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
39
|
|
|
1
|
|
|
40
|
|
|
49
|
|
|
—
|
|
|||||
Other business lines (b)
|
3
|
|
|
22
|
|
|
25
|
|
|
29
|
|
|
3
|
|
|||||
Total commercial mortgage
|
42
|
|
|
23
|
|
|
65
|
|
|
78
|
|
|
3
|
|
|||||
International
|
—
|
|
|
6
|
|
|
6
|
|
|
17
|
|
|
1
|
|
|||||
Total business loans
|
147
|
|
|
296
|
|
|
443
|
|
|
555
|
|
|
67
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
14
|
|
|
8
|
|
|
22
|
|
|
22
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
11
|
|
|
—
|
|
|
11
|
|
|
14
|
|
|
—
|
|
|||||
Other consumer
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|||||
Total consumer
|
12
|
|
|
—
|
|
|
12
|
|
|
16
|
|
|
—
|
|
|||||
Total retail loans (c)
|
26
|
|
|
8
|
|
|
34
|
|
|
38
|
|
|
—
|
|
|||||
Total individually evaluated impaired loans
|
$
|
173
|
|
|
$
|
304
|
|
|
$
|
477
|
|
|
$
|
593
|
|
|
$
|
67
|
|
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
|
|
2015
|
||||||||||||||||||
(in millions)
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
||||||||||||
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
451
|
|
|
$
|
8
|
|
|
$
|
550
|
|
|
$
|
10
|
|
|
$
|
206
|
|
|
$
|
5
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial Real Estate business line (a)
|
21
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||||
Other business lines (b)
|
31
|
|
|
—
|
|
|
31
|
|
|
1
|
|
|
39
|
|
|
1
|
|
||||||
Total commercial mortgage
|
52
|
|
|
2
|
|
|
40
|
|
|
1
|
|
|
55
|
|
|
1
|
|
||||||
International
|
8
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||||
Total business loans
|
511
|
|
|
10
|
|
|
608
|
|
|
11
|
|
|
267
|
|
|
6
|
|
||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
24
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||||
Other consumer
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||||
Total consumer
|
16
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||||
Total retail loans
|
40
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
39
|
|
|
—
|
|
||||||
Total individually evaluated impaired loans
|
$
|
551
|
|
|
$
|
10
|
|
|
$
|
640
|
|
|
$
|
11
|
|
|
$
|
306
|
|
|
$
|
6
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
2017
|
|
2016
|
||||||||||||||||||||||||
|
Type of Modification
|
|
|
Type of Modification
|
|
||||||||||||||||||||||
(in millions)
|
Principal Deferrals (a)
|
Interest Rate (b)
|
AB Note Restructures (c)
|
Total Modifications
|
|
Principal Deferrals (a)
|
Interest Rate (b)
|
AB Note Restructures (c)
|
Total Modifications
|
||||||||||||||||||
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
77
|
|
|
$
|
18
|
|
$
|
21
|
|
$
|
116
|
|
|
$
|
140
|
|
|
$
|
—
|
|
$
|
48
|
|
$
|
188
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial Real Estate business line (d)
|
37
|
|
|
—
|
|
—
|
|
37
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||||
Other business lines (e)
|
3
|
|
|
—
|
|
—
|
|
3
|
|
|
5
|
|
|
—
|
|
—
|
|
5
|
|
||||||||
Total commercial mortgage
|
40
|
|
|
—
|
|
—
|
|
40
|
|
|
5
|
|
|
—
|
|
—
|
|
5
|
|
||||||||
International
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
3
|
|
3
|
|
||||||||
Total business loans
|
117
|
|
|
18
|
|
21
|
|
156
|
|
|
145
|
|
|
—
|
|
51
|
|
196
|
|
||||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential mortgage
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
2
|
|
—
|
|
2
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Home equity (f)
|
1
|
|
|
2
|
|
—
|
|
3
|
|
|
2
|
|
|
1
|
|
—
|
|
3
|
|
||||||||
Total retail loans
|
1
|
|
|
2
|
|
—
|
|
3
|
|
|
2
|
|
|
3
|
|
—
|
|
5
|
|
||||||||
Total loans
|
$
|
118
|
|
|
$
|
20
|
|
$
|
21
|
|
$
|
159
|
|
|
$
|
147
|
|
|
$
|
3
|
|
$
|
51
|
|
$
|
201
|
|
(a)
|
Primarily represents loan balances where terms were extended
90
days or more at or above contractual interest rates.
|
(b)
|
Loan restructurings whereby interest rates were either reduced or were not at market rates.
|
(c)
|
Loan restructurings whereby the original loan is restructured into two notes: an "A" note, which generally reflects the portion of the modified loan which is expected to be collected; and a "B" note, which is either fully charged off or exchanged for an equity interest.
|
(d)
|
Primarily loans to real estate developers.
|
(e)
|
Primarily loans secured by owner-occupied real estate.
|
(f)
|
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 December 31
|
Subsequent Default in the Year Ended December 31
|
|
Balance at December 31
|
Subsequent Default in the Year Ended December 31
|
||||||||||
Principal deferrals:
|
|
|
|
|
|
|
|
||||||||
Business loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
77
|
|
|
$
|
3
|
|
|
$
|
140
|
|
|
$
|
13
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other business lines (b)
|
3
|
|
|
—
|
|
|
5
|
|
|
1
|
|
||||
Total commercial mortgage
|
40
|
|
|
—
|
|
|
5
|
|
|
1
|
|
||||
International
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total business loans
|
117
|
|
|
3
|
|
|
145
|
|
|
14
|
|
||||
Retail loans:
|
|
|
|
|
|
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Home equity (c)
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total principal deferrals
|
$
|
118
|
|
|
$
|
3
|
|
|
$
|
147
|
|
|
$
|
14
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(c)
|
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
|
(in millions)
|
|
|
|
||||
December 31
|
2017
|
|
2016
|
||||
Automotive loans:
|
|
|
|
||||
Production
|
$
|
1,344
|
|
|
$
|
1,326
|
|
Dealer
|
7,592
|
|
|
7,123
|
|
||
Total automotive loans
|
$
|
8,936
|
|
|
$
|
8,449
|
|
Total automotive exposure:
|
|
|
|
||||
Production
|
$
|
2,439
|
|
|
$
|
2,534
|
|
Dealer
|
9,405
|
|
|
8,730
|
|
||
Total automotive exposure
|
$
|
11,844
|
|
|
$
|
11,264
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(in millions)
|
|
|
|
||||
December 31
|
2017
|
|
2016
|
||||
Land
|
$
|
85
|
|
|
$
|
86
|
|
Buildings and improvements
|
813
|
|
|
831
|
|
||
Furniture and equipment
|
484
|
|
|
499
|
|
||
Total cost
|
1,382
|
|
|
1,416
|
|
||
Less: Accumulated depreciation and amortization
|
(916
|
)
|
|
(915
|
)
|
||
Net book value
|
$
|
466
|
|
|
$
|
501
|
|
(in millions)
|
|
|
|
||||
December 31
|
2017
|
|
2016
|
||||
Business Bank
|
$
|
380
|
|
|
$
|
380
|
|
Retail Bank
|
194
|
|
|
194
|
|
||
Wealth Management
|
61
|
|
|
61
|
|
||
Total
|
$
|
635
|
|
|
$
|
635
|
|
|
December 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)
|
$
|
1,775
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2,275
|
|
|
$
|
92
|
|
|
$
|
4
|
|
Derivatives used as economic hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards and swaps
|
650
|
|
|
—
|
|
|
2
|
|
|
717
|
|
|
2
|
|
|
2
|
|
||||||
Total risk management purposes
|
2,425
|
|
|
—
|
|
|
4
|
|
|
2,992
|
|
|
94
|
|
|
6
|
|
||||||
Customer-initiated and other activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
635
|
|
|
—
|
|
|
—
|
|
|
436
|
|
|
—
|
|
|
1
|
|
||||||
Caps and floors purchased
|
635
|
|
|
—
|
|
|
—
|
|
|
436
|
|
|
1
|
|
|
—
|
|
||||||
Swaps (b)
|
13,119
|
|
|
57
|
|
|
57
|
|
|
12,451
|
|
|
130
|
|
|
76
|
|
||||||
Total interest rate contracts
|
14,389
|
|
|
57
|
|
|
57
|
|
|
13,323
|
|
|
131
|
|
|
77
|
|
||||||
Energy contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
164
|
|
|
—
|
|
|
11
|
|
|
419
|
|
|
1
|
|
|
31
|
|
||||||
Caps and floors purchased
|
164
|
|
|
11
|
|
|
—
|
|
|
419
|
|
|
31
|
|
|
1
|
|
||||||
Swaps
|
1,519
|
|
|
82
|
|
|
80
|
|
|
1,389
|
|
|
114
|
|
|
112
|
|
||||||
Total energy contracts
|
1,847
|
|
|
93
|
|
|
91
|
|
|
2,227
|
|
|
146
|
|
|
144
|
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards, options and swaps
|
1,884
|
|
|
42
|
|
|
38
|
|
|
1,509
|
|
|
36
|
|
|
27
|
|
||||||
Total customer-initiated and other activities
|
18,120
|
|
|
192
|
|
|
186
|
|
|
17,059
|
|
|
313
|
|
|
248
|
|
||||||
Total gross derivatives
|
$
|
20,545
|
|
|
192
|
|
|
190
|
|
|
$
|
20,051
|
|
|
407
|
|
|
254
|
|
||||
Amounts offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Netting adjustment - Offsetting derivative assets/liabilities
|
|
|
(49
|
)
|
|
(49
|
)
|
|
|
|
(84
|
)
|
|
(84
|
)
|
||||||||
Netting adjustment - Cash collateral received/posted
|
|
|
(1
|
)
|
|
(39
|
)
|
|
|
|
(47
|
)
|
|
(45
|
)
|
||||||||
Net derivatives included in the consolidated balance sheets (c)
|
|
|
142
|
|
|
102
|
|
|
|
|
|
276
|
|
|
125
|
|
|||||||
Amounts not offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketable securities received/pledged under bilateral collateral agreements
|
|
|
(3
|
)
|
|
(24
|
)
|
|
|
|
(19
|
)
|
|
(8
|
)
|
||||||||
Net derivatives after deducting amounts not offset in the consolidated balance sheets
|
|
|
|
$
|
139
|
|
|
$
|
78
|
|
|
|
|
|
$
|
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
December 31, 2017
and
2016
, respectively.
|
|
|
|
Weighted Average
|
||||||||
(dollar amounts in millions)
|
Notional
Amount
|
|
Remaining
Maturity
(in years)
|
|
Receive Rate
|
|
Pay Rate (a)
|
||||
December 31, 2017
|
|
|
|
|
|
|
|
||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
||||
Medium- and long-term debt designation
|
$
|
1,775
|
|
|
4.6
|
|
3.26
|
%
|
|
2.35
|
%
|
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
December 31, 2017
and
2016
.
|
(in millions)
|
|
|
|
||||
December 31
|
2017
|
|
2016
|
||||
Unused commitments to extend credit:
|
|
|
|
||||
Commercial and other
|
$
|
22,636
|
|
|
$
|
24,333
|
|
Bankcard, revolving check credit and home equity loan commitments
|
2,833
|
|
|
2,658
|
|
||
Total unused commitments to extend credit
|
$
|
25,469
|
|
|
$
|
26,991
|
|
Standby letters of credit
|
$
|
3,228
|
|
|
$
|
3,623
|
|
Commercial letters of credit
|
39
|
|
|
46
|
|
(dollar amounts in millions)
|
December 31, 2017
|
|
December 31, 2016
|
||||
Total criticized standby and commercial letters of credit
|
$
|
88
|
|
|
$
|
135
|
|
As a percentage of total outstanding standby and commercial letters of credit
|
2.7
|
%
|
|
3.7
|
%
|
(in millions)
|
|
||
Years Ending December 31
|
|
||
2018
|
$
|
1,855
|
|
2019
|
200
|
|
|
2020
|
66
|
|
|
2021
|
28
|
|
|
2022
|
16
|
|
|
Thereafter
|
15
|
|
|
Total
|
$
|
2,180
|
|
(dollar amounts in millions)
|
Federal Funds Purchased
and Securities Sold Under
Agreements to Repurchase
|
|
Other
Short-term
Borrowings
|
||||
December 31, 2017
|
|
|
|
||||
Amount outstanding at year-end
|
$
|
10
|
|
|
$
|
—
|
|
Weighted average interest rate at year-end
|
1.43
|
%
|
|
—
|
%
|
||
Maximum month-end balance during the year
|
$
|
41
|
|
|
$
|
1,024
|
|
Average balance outstanding during the year
|
20
|
|
|
257
|
|
||
Weighted average interest rate during the year
|
1.02
|
%
|
|
1.15
|
%
|
||
December 31, 2016
|
|
|
|
||||
Amount outstanding at year-end
|
$
|
25
|
|
|
$
|
—
|
|
Weighted average interest rate at year-end
|
0.54
|
%
|
|
—
|
%
|
||
Maximum month-end balance during the year
|
$
|
25
|
|
|
$
|
501
|
|
Average balance outstanding during the year
|
15
|
|
|
123
|
|
||
Weighted average interest rate during the year
|
0.47
|
%
|
|
0.45
|
%
|
||
December 31, 2015
|
|
|
|
||||
Amount outstanding at year-end
|
$
|
23
|
|
|
$
|
—
|
|
Weighted average interest rate at year-end
|
0.38
|
%
|
|
—
|
%
|
||
Maximum month-end balance during the year
|
$
|
109
|
|
|
$
|
—
|
|
Average balance outstanding during the year
|
93
|
|
|
—
|
|
||
Weighted average interest rate during the year
|
0.05
|
%
|
|
—
|
%
|
(in millions)
|
|
|
|
||||
December 31
|
2017
|
|
2016
|
||||
Parent company
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
3.80% subordinated notes due 2026 (a)
|
$
|
255
|
|
|
$
|
256
|
|
Medium-term notes:
|
|
|
|
||||
2.125% notes due 2019 (a)
|
347
|
|
|
348
|
|
||
Total parent company
|
602
|
|
|
604
|
|
||
Subsidiaries
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
5.20% subordinated notes due 2017 (a)
|
—
|
|
|
511
|
|
||
4.00% subordinated notes due 2025 (a)
|
347
|
|
|
347
|
|
||
7.875% subordinated notes due 2026 (a)
|
208
|
|
|
215
|
|
||
Total subordinated notes
|
555
|
|
|
1,073
|
|
||
Medium-term notes:
|
|
|
|
||||
2.50% notes due 2020 (a)
|
665
|
|
|
667
|
|
||
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
|
|
||
Total subsidiaries
|
4,020
|
|
|
4,556
|
|
||
Total medium- and long-term debt
|
$
|
4,622
|
|
|
$
|
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.
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Accumulated net unrealized (losses) gains on investment securities:
|
|
|
|
|
|
||||||
Balance at beginning of period, net of tax
|
$
|
(33
|
)
|
|
$
|
9
|
|
|
$
|
37
|
|
|
|
|
|
|
|
||||||
Net unrealized holding losses arising during the period
|
(81
|
)
|
|
(70
|
)
|
|
(55
|
)
|
|||
Less: Benefit for income taxes
|
(27
|
)
|
|
(26
|
)
|
|
(21
|
)
|
|||
Net unrealized holding losses arising during the period, net of tax
|
(54
|
)
|
|
(44
|
)
|
|
(34
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Net realized losses included in net securities losses
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Less: Benefit for income taxes
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Reclassification adjustment for net securities losses included in net income, net of tax
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Net losses realized as a yield adjustment in interest on investment securities
|
(3
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|||
Less: Benefit for income taxes
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
Reclassification adjustment for net losses realized as a yield adjustment included in net income, net of tax
|
(2
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Change in net unrealized losses on investment securities, net of tax
|
(52
|
)
|
|
(42
|
)
|
|
(28
|
)
|
|||
Reclassification of certain deferred tax effects (a)
|
(16
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of period, net of tax
|
$
|
(101
|
)
|
|
$
|
(33
|
)
|
|
$
|
9
|
|
|
|
|
|
|
|
||||||
Accumulated defined benefit pension and other postretirement plans adjustment:
|
|
|
|
|
|
||||||
Balance at beginning of period, net of tax
|
$
|
(350
|
)
|
|
$
|
(438
|
)
|
|
$
|
(449
|
)
|
|
|
|
|
|
|
||||||
Actuarial gain (loss) arising during the period
|
72
|
|
|
(134
|
)
|
|
(57
|
)
|
|||
Prior service credit arising during the period
|
—
|
|
|
234
|
|
|
3
|
|
|||
Net defined benefit pension and other postretirement adjustment arising during the period
|
72
|
|
|
100
|
|
|
(54
|
)
|
|||
Less: Provision (benefit) for income taxes
|
17
|
|
|
37
|
|
|
(19
|
)
|
|||
Net defined benefit pension and other postretirement adjustment arising during the period, net of tax
|
55
|
|
|
63
|
|
|
(35
|
)
|
|||
Amounts recognized in salaries and benefits expense:
|
|
|
|
|
|
||||||
Amortization of actuarial net loss
|
51
|
|
|
46
|
|
|
70
|
|
|||
Amortization of prior service (credit) cost
|
(27
|
)
|
|
(7
|
)
|
|
1
|
|
|||
Total amounts recognized in salaries and benefits expense
|
24
|
|
|
39
|
|
|
71
|
|
|||
Less: Provision for income taxes
|
8
|
|
|
14
|
|
|
25
|
|
|||
Adjustment for amounts recognized as components of net periodic benefit cost during the period, net of tax
|
16
|
|
|
25
|
|
|
46
|
|
|||
Change in defined benefit pension and other postretirement plans adjustment, net of tax
|
71
|
|
|
88
|
|
|
11
|
|
|||
Reclassification of certain deferred tax effects (a)
|
(71
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of period, net of tax
|
$
|
(350
|
)
|
|
$
|
(350
|
)
|
|
$
|
(438
|
)
|
Total accumulated other comprehensive loss at end of period, net of tax
|
$
|
(451
|
)
|
|
$
|
(383
|
)
|
|
$
|
(429
|
)
|
(a)
|
Amounts reclassified to retained earnings due to early adoption of
ASU 2018-02
. For further information, refer to Note 1.
|
(in millions, except per share data)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Basic and diluted
|
|
|
|
|
|
||||||
Net income
|
$
|
743
|
|
|
$
|
477
|
|
|
$
|
521
|
|
Less income allocated to participating securities
|
5
|
|
|
4
|
|
|
6
|
|
|||
Net income attributable to common shares
|
$
|
738
|
|
|
$
|
473
|
|
|
$
|
515
|
|
|
|
|
|
|
|
||||||
Basic average common shares
|
174
|
|
|
172
|
|
|
176
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
4.23
|
|
|
$
|
2.74
|
|
|
$
|
2.93
|
|
|
|
|
|
|
|
||||||
Basic average common shares
|
174
|
|
|
172
|
|
|
176
|
|
|||
Dilutive common stock equivalents:
|
|
|
|
|
|
||||||
Net effect of the assumed exercise of stock options
|
3
|
|
|
2
|
|
|
2
|
|
|||
Net effect of the assumed exercise of warrants
|
1
|
|
|
3
|
|
|
3
|
|
|||
Diluted average common shares
|
178
|
|
|
177
|
|
|
181
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per common share
|
$
|
4.14
|
|
|
$
|
2.68
|
|
|
$
|
2.84
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Total share-based compensation expense
|
$
|
39
|
|
|
$
|
34
|
|
|
$
|
38
|
|
Related tax benefits recognized in net income
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
14
|
|
(dollar amounts in millions)
|
December 31, 2017
|
||
Total unrecognized share-based compensation expense
|
$
|
40
|
|
Weighted-average expected recognition period (in years)
|
2.8
|
|
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average grant-date fair value per option
|
$
|
19.61
|
|
|
$
|
9.94
|
|
|
$
|
11.31
|
|
Weighted-average assumptions:
|
|
|
|
|
|
||||||
Risk-free interest rates
|
2.47
|
%
|
|
2.01
|
%
|
|
1.83
|
%
|
|||
Expected dividend yield
|
3.00
|
|
|
3.00
|
|
|
3.00
|
|
|||
Expected volatility factors of the market price of
Comerica common stock
|
34
|
|
|
38
|
|
|
33
|
|
|||
Expected option life (in years)
|
7.0
|
|
|
6.9
|
|
|
6.9
|
|
|
|
|
Weighted-Average
|
|
|
||||||||
|
Number of
Options
(in thousands)
|
|
Exercise Price
per Share
|
|
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
||||||
Outstanding-January 1, 2017
|
6,892
|
|
|
$
|
37.24
|
|
|
|
|
|
|||
Granted
|
430
|
|
|
67.67
|
|
|
|
|
|
||||
Forfeited or expired
|
(57
|
)
|
|
48.74
|
|
|
|
|
|
||||
Exercised
|
(3,092
|
)
|
|
37.45
|
|
|
|
|
|
||||
Outstanding-December 31, 2017
|
4,173
|
|
|
40.06
|
|
|
5.9
|
|
|
$
|
195
|
|
|
Exercisable-December 31, 2017
|
2,347
|
|
|
$
|
36.27
|
|
|
4.3
|
|
|
$
|
119
|
|
|
Number of
Shares
(in thousands)
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|||
Outstanding-January 1, 2017
|
1,591
|
|
|
$
|
37.20
|
|
Granted
|
237
|
|
|
67.83
|
|
|
Forfeited
|
(59
|
)
|
|
42.53
|
|
|
Vested
|
(526
|
)
|
|
35.28
|
|
|
Outstanding-December 31, 2017
|
1,243
|
|
|
$
|
43.59
|
|
|
Service-Based Units
|
|
Performance-Based Units
|
||||||||||
|
Number of
Units
(in thousands)
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|
Number of
Units
(in thousands)
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
||||||
Outstanding-January 1, 2017
|
180
|
|
|
$
|
39.61
|
|
|
781
|
|
|
$
|
39.47
|
|
Granted
|
19
|
|
|
75.06
|
|
|
149
|
|
|
66.07
|
|
||
Vested
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
48.32
|
|
||
Outstanding-December 31, 2017
|
199
|
|
|
43.00
|
|
|
718
|
|
|
42.39
|
|
|
Defined Benefit Pension Plans
|
|
|
|
|
||||||||||||||||||||
|
Qualified
|
|
|
Non-Qualified
|
|
Postretirement Benefit Plan
|
|||||||||||||||||||
(dollar amounts in millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at January 1
|
$
|
2,453
|
|
|
|
$
|
2,346
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
61
|
|
Actual return on plan assets
|
396
|
|
|
|
200
|
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Employer contributions
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
||||||
Benefits paid
|
(102
|
)
|
|
|
(93
|
)
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Fair value of plan assets at December 31
|
$
|
2,747
|
|
|
|
$
|
2,453
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
62
|
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at January 1
|
$
|
1,902
|
|
|
|
$
|
1,916
|
|
|
|
$
|
201
|
|
|
$
|
222
|
|
|
$
|
55
|
|
|
$
|
59
|
|
Service cost
|
29
|
|
|
|
31
|
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
78
|
|
|
|
87
|
|
|
|
8
|
|
|
10
|
|
|
2
|
|
|
3
|
|
||||||
Actuarial loss (gain)
|
154
|
|
|
|
161
|
|
|
|
12
|
|
|
11
|
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Benefits paid
|
(102
|
)
|
|
|
(93
|
)
|
|
|
(11
|
)
|
|
(11
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Plan change
|
—
|
|
|
|
(200
|
)
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
||||||
Projected benefit obligation at December 31
|
$
|
2,061
|
|
|
|
$
|
1,902
|
|
|
|
$
|
212
|
|
|
$
|
201
|
|
|
$
|
51
|
|
|
$
|
55
|
|
Accumulated benefit obligation
|
$
|
2,052
|
|
|
|
$
|
1,894
|
|
|
|
$
|
209
|
|
|
$
|
198
|
|
|
$
|
51
|
|
|
$
|
55
|
|
Funded status at December 31 (a) (b)
|
$
|
686
|
|
|
|
$
|
551
|
|
|
|
$
|
(212
|
)
|
|
$
|
(201
|
)
|
|
$
|
9
|
|
|
$
|
7
|
|
Weighted-average assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.74
|
%
|
|
|
4.23
|
%
|
|
|
3.74
|
%
|
|
4.23
|
%
|
|
3.55
|
%
|
|
3.92
|
%
|
||||||
Rate of compensation increase
|
3.75
|
|
|
|
3.50
|
|
|
|
3.75
|
|
|
3.50
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Healthcare cost trend rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost trend rate assumed for next year
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
n/a
|
|
|
6.50
|
|
|
6.50
|
|
||||||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
n/a
|
|
|
4.50
|
|
|
5.00
|
|
||||||
Year when rate reaches the ultimate trend rate
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
n/a
|
|
|
2027
|
|
|
2027
|
|
||||||
Amounts recognized in accumulated other comprehensive income (loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
$
|
(548
|
)
|
|
|
$
|
(673
|
)
|
|
|
$
|
(85
|
)
|
|
$
|
(82
|
)
|
|
$
|
(19
|
)
|
|
$
|
(20
|
)
|
Prior service credit
|
159
|
|
|
|
178
|
|
|
|
42
|
|
|
50
|
|
|
1
|
|
|
1
|
|
||||||
Balance at December 31
|
$
|
(389
|
)
|
|
|
$
|
(495
|
)
|
|
|
$
|
(43
|
)
|
|
$
|
(32
|
)
|
|
$
|
(18
|
)
|
|
$
|
(19
|
)
|
(a)
|
Based on projected benefit obligation for defined benefit pension plans and accumulated benefit obligation for postretirement benefit plan.
|
(b)
|
The Corporation recognizes the overfunded and underfunded status of the plans in “accrued income and other assets” and “accrued expenses and other liabilities,” respectively, on the consolidated balance sheets.
|
|
Defined Benefit Pension Plans
|
|
|
|
|
||||||||||
(in millions)
|
Qualified
|
|
Non-Qualified
|
|
Postretirement Benefit Plan
|
|
Total
|
||||||||
Actuarial gain (loss) arising during the period
|
$
|
82
|
|
|
$
|
(11
|
)
|
|
$
|
1
|
|
|
$
|
72
|
|
Amortization of net actuarial loss
|
43
|
|
|
8
|
|
|
—
|
|
|
51
|
|
||||
Amortization of prior service credit
|
(19
|
)
|
|
(8
|
)
|
|
—
|
|
|
(27
|
)
|
||||
Total recognized in other comprehensive income (loss)
|
$
|
106
|
|
|
$
|
(11
|
)
|
|
$
|
1
|
|
|
$
|
96
|
|
|
Defined Benefit Pension Plans
|
||||||||||||||||||||||
(dollar amounts in millions)
|
Qualified
|
|
Non-Qualified
|
||||||||||||||||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
29
|
|
|
$
|
31
|
|
|
$
|
35
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest cost
|
78
|
|
|
87
|
|
|
88
|
|
|
8
|
|
|
10
|
|
|
10
|
|
||||||
Expected return on plan assets
|
(159
|
)
|
|
(163
|
)
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service (credit) cost
|
(19
|
)
|
|
(2
|
)
|
|
4
|
|
|
(8
|
)
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Amortization of net loss
|
43
|
|
|
38
|
|
|
59
|
|
|
8
|
|
|
7
|
|
|
10
|
|
||||||
Net periodic defined benefit (credit) cost
|
$
|
(28
|
)
|
|
$
|
(9
|
)
|
|
$
|
27
|
|
|
$
|
10
|
|
|
$
|
15
|
|
|
$
|
20
|
|
Actual return on plan assets
|
$
|
396
|
|
|
$
|
200
|
|
|
$
|
(73
|
)
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||
Actual rate of return on plan assets
|
16.48
|
%
|
|
8.66
|
%
|
|
(2.95
|
)%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Weighted-average assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.23
|
%
|
|
4.53
|
%
|
|
4.28
|
%
|
|
4.23
|
%
|
|
4.53
|
%
|
|
4.28
|
%
|
||||||
Expected long-term return on plan assets
|
6.50
|
|
|
6.75
|
|
|
6.75
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Rate of compensation increase
|
3.50
|
|
|
3.75
|
|
|
3.75
|
|
|
3.50
|
|
|
3.75
|
|
|
3.75
|
|
(dollar amounts in millions)
|
Postretirement Benefit Plan
|
||||||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Interest cost
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Expected return on plan assets
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
1
|
|
|||
Amortization of net loss
|
1
|
|
|
1
|
|
|
1
|
|
|||
Net periodic postretirement benefit cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Actual return on plan assets
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Actual rate of return on plan assets
|
3.52
|
%
|
|
2.83
|
%
|
|
(0.53
|
)%
|
|||
Weighted-average assumptions used:
|
|
|
|
|
|
||||||
Discount rate
|
3.92
|
%
|
|
4.53
|
%
|
|
3.99
|
%
|
|||
Expected long-term return on plan assets
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Healthcare cost trend rate:
|
|
|
|
|
|
||||||
Cost trend rate assumed
|
6.50
|
|
|
7.00
|
|
|
7.00
|
|
|||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.50
|
|
|
5.00
|
|
|
5.00
|
|
|||
Year that the rate reaches the ultimate trend rate
|
2027
|
|
|
2027
|
|
|
2026
|
|
|
Defined Benefit Pension Plans
|
|
|
|
|
||||||||||
(in millions)
|
Qualified
|
|
Non-Qualified
|
|
Postretirement
Benefit Plan
|
|
Total
|
||||||||
Net loss
|
$
|
51
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
60
|
|
Prior service credit
|
(19
|
)
|
|
(8
|
)
|
|
—
|
|
|
(27
|
)
|
|
One-Percentage-Point
|
||||||
(in millions)
|
Increase
|
|
Decrease
|
||||
Effect on postretirement benefit obligation
|
$
|
3
|
|
|
$
|
(2
|
)
|
Effect on total service and interest cost
|
—
|
|
|
—
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock
|
961
|
|
|
961
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
456
|
|
|
451
|
|
|
5
|
|
|
—
|
|
||||
Corporate and municipal bonds and notes
|
765
|
|
|
—
|
|
|
765
|
|
|
—
|
|
||||
Mortgage-backed securities
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Private placements
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||
Total investments in the fair value hierarchy
|
2,288
|
|
|
$
|
1,413
|
|
|
$
|
795
|
|
|
$
|
80
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments measured at net asset value:
|
|
|
|
|
|
|
|
||||||||
Collective investment funds
|
455
|
|
|
|
|
|
|
|
|
|
|
||||
Total investments at fair value
|
$
|
2,743
|
|
|
|
|
|
|
|
|
|
|
|||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Cash equivalent securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Common stock
|
850
|
|
|
850
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
377
|
|
|
366
|
|
|
11
|
|
|
—
|
|
||||
Corporate and municipal bonds and notes
|
710
|
|
|
—
|
|
|
710
|
|
|
—
|
|
||||
Mortgage-backed securities
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
||||
Private placements
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
||||
Total investments in the fair value hierarchy
|
2,033
|
|
|
$
|
1,216
|
|
|
$
|
746
|
|
|
$
|
71
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments measured at net asset value:
|
|
|
|
|
|
|
|
||||||||
Collective investment funds
|
415
|
|
|
|
|
|
|
|
|||||||
Total investments at fair value
|
$
|
2,448
|
|
|
|
|
|
|
|
|
Balance at
Beginning
of Period
|
|
|
|
|
|
|
|
|
|
Balance at
End of Period
|
||||||||||||
|
|
Net Gains (Losses)
|
|
|
|
|
|
||||||||||||||||
(in millions)
|
|
Realized
|
|
Unrealized
|
|
Purchases
|
|
Sales
|
|
||||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private placements
|
$
|
71
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
77
|
|
|
$
|
(73
|
)
|
|
$
|
80
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private placements
|
$
|
105
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
64
|
|
|
$
|
(102
|
)
|
|
$
|
71
|
|
|
Estimated Future Benefit Payments
|
||||||||||
(in millions)
Years Ended December 31
|
Qualified
Defined Benefit
Pension Plan
|
|
Non-Qualified
Defined Benefit
Pension Plan
|
|
Postretirement
Benefit Plan (a)
|
||||||
2018
|
$
|
120
|
|
|
$
|
11
|
|
|
$
|
6
|
|
2019
|
123
|
|
|
12
|
|
|
5
|
|
|||
2020
|
125
|
|
|
13
|
|
|
5
|
|
|||
2021
|
127
|
|
|
13
|
|
|
5
|
|
|||
2022
|
130
|
|
|
13
|
|
|
5
|
|
|||
2023 - 2027
|
665
|
|
|
66
|
|
|
19
|
|
(a)
|
Estimated benefit payments in the postretirement benefit plan are net of estimated Medicare subsidies.
|
(in millions)
|
|
|
|
|
|
||||||
December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
371
|
|
|
$
|
224
|
|
|
$
|
275
|
|
Foreign
|
5
|
|
|
5
|
|
|
5
|
|
|||
State and local
|
36
|
|
|
15
|
|
|
20
|
|
|||
Total current
|
412
|
|
|
244
|
|
|
300
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(26
|
)
|
|
(49
|
)
|
|
(68
|
)
|
|||
State and local
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Remeasurement of deferred taxes
|
107
|
|
|
—
|
|
|
—
|
|
|||
Total deferred
|
79
|
|
|
(51
|
)
|
|
(71
|
)
|
|||
Total
|
$
|
491
|
|
|
$
|
193
|
|
|
$
|
229
|
|
(dollar amounts in millions)
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Years Ended December 31
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Tax based on federal statutory rate
|
$
|
432
|
|
|
35.0
|
%
|
|
$
|
235
|
|
|
35.0
|
%
|
|
$
|
262
|
|
|
35.0
|
%
|
Remeasurement of deferred taxes
|
107
|
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
State income taxes
|
22
|
|
|
1.8
|
|
|
8
|
|
|
1.2
|
|
|
10
|
|
|
1.3
|
|
|||
Employee stock transactions
|
(35
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Affordable housing and historic credits
|
(21
|
)
|
|
(1.7
|
)
|
|
(22
|
)
|
|
(3.3
|
)
|
|
(22
|
)
|
|
(2.9
|
)
|
|||
Bank-owned life insurance
|
(16
|
)
|
|
(1.3
|
)
|
|
(15
|
)
|
|
(2.3
|
)
|
|
(15
|
)
|
|
(2.0
|
)
|
|||
Lease termination transactions
|
(2
|
)
|
|
(0.2
|
)
|
|
(15
|
)
|
|
(2.2
|
)
|
|
(5
|
)
|
|
(0.7
|
)
|
|||
Tax-related interest and penalties
|
4
|
|
|
0.3
|
|
|
3
|
|
|
0.5
|
|
|
1
|
|
|
0.1
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(0.1
|
)
|
|
(2
|
)
|
|
(0.3
|
)
|
|||
Provision for income taxes
|
$
|
491
|
|
|
39.8
|
%
|
|
$
|
193
|
|
|
28.8
|
%
|
|
$
|
229
|
|
|
30.5
|
%
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at January 1
|
$
|
15
|
|
|
$
|
22
|
|
|
$
|
14
|
|
Increase as a result of tax positions taken during a prior period
|
4
|
|
|
—
|
|
|
8
|
|
|||
Decrease related to settlements with tax authorities
|
(8
|
)
|
|
(7
|
)
|
|
—
|
|
|||
Other
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at December 31
|
$
|
10
|
|
|
$
|
15
|
|
|
$
|
22
|
|
Jurisdiction
|
Tax Years
|
Federal
|
2014-2016
|
California
|
2005-2016
|
(dollar amounts in millions)
|
Comerica
Incorporated
(Consolidated)
|
|
Comerica
Bank
|
||||
December 31, 2017
|
|
|
|
||||
CET1 capital (minimum $3.0 billion (Consolidated))
|
$
|
7,773
|
|
|
$
|
7,121
|
|
Tier 1 capital (minimum-$4.0 billion (Consolidated))
|
7,773
|
|
|
7,121
|
|
||
Total capital (minimum-$5.3 billion (Consolidated))
|
9,211
|
|
|
8,378
|
|
||
Risk-weighted assets
|
66,575
|
|
|
66,447
|
|
||
Average assets (fourth quarter)
|
71,372
|
|
|
71,181
|
|
||
CET1 capital to risk-weighted assets (minimum-4.5%)
|
11.68
|
%
|
|
10.72
|
%
|
||
Tier 1 capital to risk-weighted assets (minimum-6.0%)
|
11.68
|
|
|
10.72
|
|
||
Total capital to risk-weighted assets (minimum-8.0%)
|
13.84
|
|
|
12.61
|
|
||
Tier 1 capital to average assets (minimum-4.0%)
|
10.89
|
|
|
10.00
|
|
||
Capital conservation buffer
|
5.68
|
|
|
4.61
|
|
||
December 31, 2016
|
|
|
|
||||
CET1 capital (minimum $3.1 billion (Consolidated))
|
$
|
7,540
|
|
|
$
|
7,120
|
|
Tier 1 capital (minimum-$4.1 billion (Consolidated))
|
7,540
|
|
|
7,120
|
|
||
Total capital (minimum-$5.4 billion (Consolidated))
|
9,018
|
|
|
8,397
|
|
||
Risk-weighted assets
|
67,966
|
|
|
67,739
|
|
||
Average assets (fourth quarter)
|
74,086
|
|
|
73,804
|
|
||
CET1 capital to risk-weighted assets (minimum-4.5%)
|
11.09
|
%
|
|
10.51
|
%
|
||
Tier 1 capital to risk-weighted assets (minimum-6.0%)
|
11.09
|
|
|
10.51
|
|
||
Total capital to risk-weighted assets (minimum-8.0%)
|
13.27
|
|
|
12.40
|
|
||
Tier 1 capital to average assets (minimum-4.0%)
|
10.18
|
|
|
9.65
|
|
||
Capital conservation buffer
|
5.09
|
|
|
4.40
|
|
•
|
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
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
18
|
|
Restructuring charges
|
10
|
|
|
2
|
|
|
26
|
|
|
7
|
|
|
45
|
|
|||||
Payments
|
(12
|
)
|
|
(6
|
)
|
|
(15
|
)
|
|
(10
|
)
|
|
(43
|
)
|
|||||
Adjustments for non-cash charges (a)
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Balance at end of period
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
52
|
|
|
15
|
|
|
—
|
|
|
26
|
|
|
93
|
|
|||||
Payments
|
(44
|
)
|
|
(6
|
)
|
|
—
|
|
|
(22
|
)
|
|
(72
|
)
|
|||||
Adjustments for non-cash charges (a)
|
2
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Balance at end of period
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total restructuring charges incurred to date
|
$
|
62
|
|
|
$
|
17
|
|
|
$
|
26
|
|
|
$
|
33
|
|
|
$
|
138
|
|
Total expected restructuring charges (b)
|
70
|
|
|
20 - 25
|
|
|
60 - 65
|
|
|
35
|
|
|
185 - 195
|
|
(a)
|
Adjustments for non-cash charges primarily include the benefit from forfeitures of nonvested stock compensation in Employee Costs, accelerated depreciation expense in Facilities Costs and impairments of previously capitalized software costs in Technology 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
|
||||||||||||
Year Ended December 31, 2017
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
1,372
|
|
|
$
|
658
|
|
|
$
|
170
|
|
|
$
|
(175
|
)
|
|
$
|
36
|
|
|
$
|
2,061
|
|
Provision for credit losses
|
58
|
|
|
13
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
74
|
|
||||||
Noninterest income
|
601
|
|
|
193
|
|
|
255
|
|
|
48
|
|
|
10
|
|
|
1,107
|
|
||||||
Noninterest expenses
|
802
|
|
|
731
|
|
|
285
|
|
|
(4
|
)
|
|
46
|
|
|
1,860
|
|
||||||
Provision (benefit) for income taxes
|
389
|
|
|
39
|
|
|
51
|
|
|
(58
|
)
|
|
70
|
|
(a)
|
491
|
|
||||||
Net income (loss)
|
$
|
724
|
|
|
$
|
68
|
|
|
$
|
88
|
|
|
$
|
(65
|
)
|
|
$
|
(72
|
)
|
|
$
|
743
|
|
Net credit-related charge-offs (recoveries)
|
$
|
82
|
|
|
$
|
15
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
38,801
|
|
|
$
|
6,478
|
|
|
$
|
5,401
|
|
|
$
|
13,954
|
|
|
$
|
6,818
|
|
|
$
|
71,452
|
|
Loans
|
37,445
|
|
|
5,857
|
|
|
5,256
|
|
|
—
|
|
|
—
|
|
|
48,558
|
|
||||||
Deposits
|
28,803
|
|
|
23,971
|
|
|
4,081
|
|
|
241
|
|
|
162
|
|
|
57,258
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.87
|
%
|
|
0.28
|
%
|
|
1.63
|
%
|
|
N/M
|
|
|
N/M
|
|
|
1.04
|
%
|
||||||
Efficiency ratio (c)
|
40.61
|
|
|
85.54
|
|
|
66.84
|
|
|
N/M
|
|
|
N/M
|
|
|
58.57
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2016
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
1,417
|
|
|
$
|
618
|
|
|
$
|
167
|
|
|
$
|
(428
|
)
|
|
$
|
23
|
|
|
$
|
1,797
|
|
Provision for credit losses
|
217
|
|
|
35
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
248
|
|
||||||
Noninterest income
|
572
|
|
|
189
|
|
|
243
|
|
|
43
|
|
|
4
|
|
|
1,051
|
|
||||||
Noninterest expenses
|
839
|
|
|
767
|
|
|
301
|
|
|
(4
|
)
|
|
27
|
|
|
1,930
|
|
||||||
Provision (benefit) for income taxes
|
295
|
|
|
1
|
|
|
39
|
|
|
(142
|
)
|
|
—
|
|
|
193
|
|
||||||
Net income (loss)
|
$
|
638
|
|
|
$
|
4
|
|
|
$
|
74
|
|
|
$
|
(239
|
)
|
|
$
|
—
|
|
|
$
|
477
|
|
Net credit-related charge-offs
|
$
|
145
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
39,497
|
|
|
$
|
6,551
|
|
|
$
|
5,232
|
|
|
$
|
13,993
|
|
|
$
|
6,470
|
|
|
$
|
71,743
|
|
Loans
|
38,067
|
|
|
5,881
|
|
|
5,048
|
|
|
—
|
|
|
—
|
|
|
48,996
|
|
||||||
Deposits
|
29,704
|
|
|
23,558
|
|
|
4,126
|
|
|
88
|
|
|
265
|
|
|
57,741
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.61
|
%
|
|
0.02
|
%
|
|
1.42
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.67
|
%
|
||||||
Efficiency ratio (c)
|
42.11
|
|
|
94.35
|
|
|
73.48
|
|
|
N/M
|
|
|
N/M
|
|
|
67.53
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2015
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
1,497
|
|
|
$
|
623
|
|
|
$
|
177
|
|
|
$
|
(623
|
)
|
|
$
|
15
|
|
|
$
|
1,689
|
|
Provision for credit losses
|
158
|
|
|
8
|
|
|
(20
|
)
|
|
—
|
|
|
1
|
|
|
147
|
|
||||||
Noninterest income
|
571
|
|
|
185
|
|
|
235
|
|
|
44
|
|
|
—
|
|
|
1,035
|
|
||||||
Noninterest expenses
|
778
|
|
|
734
|
|
|
305
|
|
|
(4
|
)
|
|
14
|
|
|
1,827
|
|
||||||
Provision (benefit) for income taxes
|
371
|
|
|
21
|
|
|
43
|
|
|
(206
|
)
|
|
—
|
|
|
229
|
|
||||||
Net income (loss)
|
$
|
761
|
|
|
$
|
45
|
|
|
$
|
84
|
|
|
$
|
(369
|
)
|
|
$
|
—
|
|
|
$
|
521
|
|
Net credit-related charge-offs (recoveries)
|
$
|
89
|
|
|
$
|
29
|
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
39,501
|
|
|
$
|
6,474
|
|
|
$
|
5,153
|
|
|
$
|
11,764
|
|
|
$
|
7,355
|
|
|
$
|
70,247
|
|
Loans
|
37,889
|
|
|
5,792
|
|
|
4,953
|
|
|
—
|
|
|
(6
|
)
|
|
48,628
|
|
||||||
Deposits
|
30,894
|
|
|
22,876
|
|
|
4,151
|
|
|
138
|
|
|
267
|
|
|
58,326
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.93
|
%
|
|
0.19
|
%
|
|
1.62
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.74
|
%
|
||||||
Efficiency ratio (c)
|
37.59
|
|
|
90.64
|
|
|
73.68
|
|
|
N/M
|
|
|
N/M
|
|
|
66.93
|
|
(a)
|
Included a
$107 million
charge to adjust deferred taxes as a result of the enactment of the Tax Cuts and Jobs Act and a
$35 million
tax benefit 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
|
||||||||||||
Year Ended December 31, 2017
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
685
|
|
|
$
|
719
|
|
|
$
|
465
|
|
|
$
|
331
|
|
|
$
|
(139
|
)
|
|
$
|
2,061
|
|
Provision for credit losses
|
8
|
|
|
100
|
|
|
(72
|
)
|
|
36
|
|
|
2
|
|
|
74
|
|
||||||
Noninterest income
|
324
|
|
|
171
|
|
|
131
|
|
|
423
|
|
|
58
|
|
|
1,107
|
|
||||||
Noninterest expenses
|
590
|
|
|
404
|
|
|
375
|
|
|
449
|
|
|
42
|
|
|
1,860
|
|
||||||
Provision (benefit) for income taxes
|
147
|
|
|
148
|
|
|
109
|
|
|
75
|
|
|
12
|
|
(a)
|
491
|
|
||||||
Net income (loss)
|
$
|
264
|
|
|
$
|
238
|
|
|
$
|
184
|
|
|
$
|
194
|
|
|
$
|
(137
|
)
|
|
$
|
743
|
|
Net credit-related (recoveries) charge-offs
|
$
|
(1
|
)
|
|
$
|
33
|
|
|
$
|
46
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,395
|
|
|
$
|
18,269
|
|
|
$
|
10,443
|
|
|
$
|
8,573
|
|
|
$
|
20,772
|
|
|
$
|
71,452
|
|
Loans
|
12,677
|
|
|
18,008
|
|
|
9,969
|
|
|
7,904
|
|
|
—
|
|
|
48,558
|
|
||||||
Deposits
|
21,823
|
|
|
17,533
|
|
|
9,625
|
|
|
7,874
|
|
|
403
|
|
|
57,258
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.17
|
%
|
|
1.29
|
%
|
|
1.69
|
%
|
|
2.25
|
%
|
|
N/M
|
|
|
1.04
|
%
|
||||||
Efficiency ratio (c)
|
58.30
|
|
|
45.26
|
|
|
62.80
|
|
|
59.57
|
|
|
N/M
|
|
|
58.57
|
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2016
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
666
|
|
|
$
|
716
|
|
|
$
|
470
|
|
|
$
|
350
|
|
|
$
|
(405
|
)
|
|
$
|
1,797
|
|
Provision for credit losses
|
9
|
|
|
21
|
|
|
225
|
|
|
(7
|
)
|
|
—
|
|
|
248
|
|
||||||
Noninterest income
|
320
|
|
|
162
|
|
|
129
|
|
|
393
|
|
|
47
|
|
|
1,051
|
|
||||||
Noninterest expenses
|
620
|
|
|
434
|
|
|
408
|
|
|
445
|
|
|
23
|
|
|
1,930
|
|
||||||
Provision (benefit) for income taxes
|
114
|
|
|
152
|
|
|
(12
|
)
|
|
81
|
|
|
(142
|
)
|
|
193
|
|
||||||
Net income (loss)
|
$
|
243
|
|
|
$
|
271
|
|
|
$
|
(22
|
)
|
|
$
|
224
|
|
|
$
|
(239
|
)
|
|
$
|
477
|
|
Net credit-related charge-offs
|
$
|
9
|
|
|
$
|
26
|
|
|
$
|
118
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,105
|
|
|
$
|
18,012
|
|
|
$
|
11,101
|
|
|
$
|
9,062
|
|
|
$
|
20,463
|
|
|
$
|
71,743
|
|
Loans
|
12,457
|
|
|
17,731
|
|
|
10,637
|
|
|
8,171
|
|
|
—
|
|
|
48,996
|
|
||||||
Deposits
|
21,777
|
|
|
17,438
|
|
|
10,168
|
|
|
8,005
|
|
|
353
|
|
|
57,741
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.08
|
%
|
|
1.46
|
%
|
|
(0.18
|
)%
|
|
2.47
|
%
|
|
N/M
|
|
|
0.67
|
%
|
||||||
Efficiency ratio (c)
|
62.33
|
|
|
49.55
|
|
|
67.94
|
|
|
59.86
|
|
|
N/M
|
|
|
67.53
|
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2015
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
708
|
|
|
$
|
735
|
|
|
$
|
518
|
|
|
$
|
336
|
|
|
$
|
(608
|
)
|
|
$
|
1,689
|
|
Provision for credit losses
|
(27
|
)
|
|
17
|
|
|
131
|
|
|
25
|
|
|
1
|
|
|
147
|
|
||||||
Noninterest income
|
329
|
|
|
150
|
|
|
131
|
|
|
381
|
|
|
44
|
|
|
1,035
|
|
||||||
Noninterest expenses
|
594
|
|
|
405
|
|
|
387
|
|
|
431
|
|
|
10
|
|
|
1,827
|
|
||||||
Provision (benefit) for income taxes
|
151
|
|
|
166
|
|
|
54
|
|
|
64
|
|
|
(206
|
)
|
|
229
|
|
||||||
Net income (loss)
|
$
|
319
|
|
|
$
|
297
|
|
|
$
|
77
|
|
|
$
|
197
|
|
|
$
|
(369
|
)
|
|
$
|
521
|
|
Net credit-related charge-offs
|
$
|
8
|
|
|
$
|
18
|
|
|
$
|
46
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,598
|
|
|
$
|
17,044
|
|
|
$
|
11,778
|
|
|
$
|
8,708
|
|
|
$
|
19,119
|
|
|
$
|
70,247
|
|
Loans
|
13,016
|
|
|
16,778
|
|
|
11,168
|
|
|
7,673
|
|
|
(7
|
)
|
|
48,628
|
|
||||||
Deposits
|
21,848
|
|
|
17,788
|
|
|
10,882
|
|
|
7,403
|
|
|
405
|
|
|
58,326
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.40
|
%
|
|
1.57
|
%
|
|
0.62
|
%
|
|
2.26
|
%
|
|
N/M
|
|
|
0.74
|
%
|
||||||
Efficiency ratio (c)
|
56.93
|
|
|
45.88
|
|
|
59.63
|
|
|
59.92
|
|
|
N/M
|
|
|
66.93
|
|
(a)
|
Included a
$107 million
charge to adjust deferred taxes as a result of the enactment of the Tax Cuts and Jobs Act and a
$35 million
tax benefit 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.
|
(in millions, except share data)
|
|
|
|
||||
December 31
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Cash and due from subsidiary bank
|
$
|
1,059
|
|
|
$
|
761
|
|
Other short-term investments
|
92
|
|
|
87
|
|
||
Investment in subsidiaries, principally banks
|
7,467
|
|
|
7,561
|
|
||
Premises and equipment
|
2
|
|
|
2
|
|
||
Other assets
|
127
|
|
|
150
|
|
||
Total assets
|
$
|
8,747
|
|
|
$
|
8,561
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Medium- and long-term debt
|
$
|
602
|
|
|
$
|
604
|
|
Other liabilities
|
182
|
|
|
161
|
|
||
Total liabilities
|
784
|
|
|
765
|
|
||
Common stock - $5 par value:
|
|
|
|
||||
Authorized - 325,000,000 shares
|
|
|
|
||||
Issued - 228,164,824 shares
|
1,141
|
|
|
1,141
|
|
||
Capital surplus
|
2,122
|
|
|
2,135
|
|
||
Accumulated other comprehensive loss
|
(451
|
)
|
|
(383
|
)
|
||
Retained earnings
|
7,887
|
|
|
7,331
|
|
||
Less cost of common stock in treasury - 55,306,483 shares at 12/31/17 and 52,851,156 shares at 12/31/16
|
(2,736
|
)
|
|
(2,428
|
)
|
||
Total shareholders’ equity
|
7,963
|
|
|
7,796
|
|
||
Total liabilities and shareholders’ equity
|
$
|
8,747
|
|
|
$
|
8,561
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Income
|
|
|
|
|
|
||||||
Income from subsidiaries:
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
915
|
|
|
$
|
549
|
|
|
$
|
441
|
|
Other interest income
|
3
|
|
|
1
|
|
|
1
|
|
|||
Intercompany management fees
|
136
|
|
|
138
|
|
|
123
|
|
|||
Other noninterest income
|
8
|
|
|
3
|
|
|
1
|
|
|||
Total income
|
1,062
|
|
|
691
|
|
|
566
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest on medium- and long-term debt
|
13
|
|
|
10
|
|
|
14
|
|
|||
Salaries and benefits expense
|
127
|
|
|
114
|
|
|
112
|
|
|||
Net occupancy expense
|
5
|
|
|
5
|
|
|
5
|
|
|||
Equipment expense
|
1
|
|
|
1
|
|
|
1
|
|
|||
Restructuring charges
|
6
|
|
|
33
|
|
|
—
|
|
|||
Other noninterest expenses
|
80
|
|
|
72
|
|
|
70
|
|
|||
Total expenses
|
232
|
|
|
235
|
|
|
202
|
|
|||
Income before benefit for income taxes and equity in undistributed earnings of subsidiaries
|
830
|
|
|
456
|
|
|
364
|
|
|||
Benefit for income taxes
|
(26
|
)
|
|
(28
|
)
|
|
(27
|
)
|
|||
Income before equity in undistributed earnings of subsidiaries
|
856
|
|
|
484
|
|
|
391
|
|
|||
Equity in undistributed earnings of subsidiaries, principally banks
|
(113
|
)
|
|
(7
|
)
|
|
130
|
|
|||
Net income
|
743
|
|
|
477
|
|
|
521
|
|
|||
Less income allocated to participating securities
|
5
|
|
|
4
|
|
|
6
|
|
|||
Net income attributable to common shares
|
$
|
738
|
|
|
$
|
473
|
|
|
$
|
515
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
743
|
|
|
$
|
477
|
|
|
$
|
521
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Undistributed earnings of subsidiaries, principally banks
|
113
|
|
|
7
|
|
|
(130
|
)
|
|||
Depreciation and amortization
|
1
|
|
|
1
|
|
|
1
|
|
|||
Net periodic defined benefit (credit) cost
|
(2
|
)
|
|
1
|
|
|
5
|
|
|||
Share-based compensation expense
|
16
|
|
|
14
|
|
|
14
|
|
|||
Benefit for deferred income taxes
|
(10
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Other, net
|
59
|
|
|
6
|
|
|
5
|
|
|||
Net cash provided by operating activities
|
920
|
|
|
503
|
|
|
416
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Net change in premises and equipment
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Medium- and long-term debt:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
—
|
|
|
—
|
|
|
(600
|
)
|
|||
Common Stock:
|
|
|
|
|
|
||||||
Repurchases
|
(552
|
)
|
|
(315
|
)
|
|
(240
|
)
|
|||
Cash dividends paid
|
(180
|
)
|
|
(152
|
)
|
|
(147
|
)
|
|||
Issuances of common stock under employee stock plans
|
110
|
|
|
152
|
|
|
22
|
|
|||
Purchase and retirement of warrants
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||
Net cash used in financing activities
|
(622
|
)
|
|
(315
|
)
|
|
(975
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
298
|
|
|
188
|
|
|
(560
|
)
|
|||
Cash and cash equivalents at beginning of period
|
761
|
|
|
573
|
|
|
1,133
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,059
|
|
|
$
|
761
|
|
|
$
|
573
|
|
Interest paid
|
$
|
12
|
|
|
$
|
9
|
|
|
$
|
16
|
|
Income taxes recovered
|
$
|
(331
|
)
|
|
$
|
(139
|
)
|
|
$
|
(62
|
)
|
|
2017
|
||||||||||||||
(in millions, except per share data)
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Interest income
|
$
|
578
|
|
|
$
|
579
|
|
|
$
|
529
|
|
|
$
|
496
|
|
Interest expense
|
33
|
|
|
33
|
|
|
29
|
|
|
26
|
|
||||
Net interest income
|
545
|
|
|
546
|
|
|
500
|
|
|
470
|
|
||||
Provision for credit losses
|
17
|
|
|
24
|
|
|
17
|
|
|
16
|
|
||||
Net securities losses
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
||||
Noninterest income excluding net securities losses
|
285
|
|
|
276
|
|
|
278
|
|
|
271
|
|
||||
Noninterest expenses
|
483
|
|
|
463
|
|
|
457
|
|
|
457
|
|
||||
Provision for income taxes
|
218
|
|
|
108
|
|
|
99
|
|
|
66
|
|
||||
Net income
|
112
|
|
|
226
|
|
|
203
|
|
|
202
|
|
||||
Less income allocated to participating securities
|
—
|
|
|
2
|
|
|
1
|
|
|
2
|
|
||||
Net income attributable to common shares
|
$
|
112
|
|
|
$
|
224
|
|
|
$
|
202
|
|
|
$
|
200
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.65
|
|
|
$
|
1.29
|
|
|
$
|
1.15
|
|
|
$
|
1.15
|
|
Diluted
|
0.63
|
|
|
1.26
|
|
|
1.13
|
|
|
1.11
|
|
||||
Comprehensive income
|
107
|
|
|
228
|
|
|
221
|
|
|
206
|
|
|
2016
|
||||||||||||||
(in millions, except per share data)
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Interest income
|
$
|
484
|
|
|
$
|
480
|
|
|
$
|
473
|
|
|
$
|
472
|
|
Interest expense
|
29
|
|
|
30
|
|
|
28
|
|
|
25
|
|
||||
Net interest income
|
455
|
|
|
450
|
|
|
445
|
|
|
447
|
|
||||
Provision for credit losses
|
35
|
|
|
16
|
|
|
49
|
|
|
148
|
|
||||
Net securities losses
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
||||
Noninterest income excluding net securities losses
|
269
|
|
|
272
|
|
|
269
|
|
|
246
|
|
||||
Noninterest expenses
|
461
|
|
|
493
|
|
|
518
|
|
|
458
|
|
||||
Provision for income taxes
|
62
|
|
|
64
|
|
|
42
|
|
|
25
|
|
||||
Net income
|
164
|
|
|
149
|
|
|
104
|
|
|
60
|
|
||||
Less income allocated to participating securities
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Net income attributable to common shares
|
$
|
163
|
|
|
$
|
148
|
|
|
$
|
103
|
|
|
$
|
59
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.95
|
|
|
$
|
0.87
|
|
|
$
|
0.60
|
|
|
$
|
0.34
|
|
Diluted
|
0.92
|
|
|
0.84
|
|
|
0.58
|
|
|
0.34
|
|
||||
Comprehensive income
|
73
|
|
|
152
|
|
|
137
|
|
|
161
|
|
Ralph W. Babb Jr.
|
|
Muneera S. Carr
|
|
Mauricio A. Ortiz
|
Chairman and
|
|
Executive Vice President and
|
|
Senior Vice President and
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
Chief Accounting Officer
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,209
|
|
|
$
|
1,146
|
|
|
$
|
1,059
|
|
|
$
|
934
|
|
|
$
|
987
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
5,443
|
|
|
5,099
|
|
|
6,158
|
|
|
5,513
|
|
|
4,930
|
|
|||||
Other short-term investments
|
92
|
|
|
102
|
|
|
106
|
|
|
109
|
|
|
112
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
12,207
|
|
|
12,348
|
|
|
10,237
|
|
|
9,350
|
|
|
9,637
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
30,415
|
|
|
31,062
|
|
|
31,501
|
|
|
29,715
|
|
|
27,971
|
|
|||||
Real estate construction loans
|
2,958
|
|
|
2,508
|
|
|
1,884
|
|
|
1,909
|
|
|
1,486
|
|
|||||
Commercial mortgage loans
|
9,005
|
|
|
8,981
|
|
|
8,697
|
|
|
8,706
|
|
|
9,060
|
|
|||||
Lease financing
|
509
|
|
|
684
|
|
|
783
|
|
|
834
|
|
|
847
|
|
|||||
International loans
|
1,157
|
|
|
1,367
|
|
|
1,441
|
|
|
1,376
|
|
|
1,275
|
|
|||||
Residential mortgage loans
|
1,989
|
|
|
1,894
|
|
|
1,878
|
|
|
1,778
|
|
|
1,620
|
|
|||||
Consumer loans
|
2,525
|
|
|
2,500
|
|
|
2,444
|
|
|
2,270
|
|
|
2,153
|
|
|||||
Total loans
|
48,558
|
|
|
48,996
|
|
|
48,628
|
|
|
46,588
|
|
|
44,412
|
|
|||||
Less allowance for loan losses
|
(728
|
)
|
|
(730
|
)
|
|
(621
|
)
|
|
(601
|
)
|
|
(622
|
)
|
|||||
Net loans
|
47,830
|
|
|
48,266
|
|
|
48,007
|
|
|
45,987
|
|
|
43,790
|
|
|||||
Accrued income and other assets
|
4,671
|
|
|
4,782
|
|
|
4,680
|
|
|
4,443
|
|
|
4,477
|
|
|||||
Total assets
|
$
|
71,452
|
|
|
$
|
71,743
|
|
|
$
|
70,247
|
|
|
$
|
66,336
|
|
|
$
|
63,933
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing deposits
|
$
|
31,013
|
|
|
$
|
29,751
|
|
|
$
|
28,087
|
|
|
$
|
25,019
|
|
|
$
|
22,379
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market and interest-bearing checking deposits
|
21,585
|
|
|
22,744
|
|
|
24,073
|
|
|
22,891
|
|
|
21,704
|
|
|||||
Savings deposits
|
2,133
|
|
|
2,013
|
|
|
1,841
|
|
|
1,744
|
|
|
1,657
|
|
|||||
Customer certificates of deposit
|
2,471
|
|
|
3,200
|
|
|
4,209
|
|
|
4,869
|
|
|
5,471
|
|
|||||
Foreign office time deposits
|
56
|
|
|
33
|
|
|
116
|
|
|
261
|
|
|
500
|
|
|||||
Total interest-bearing deposits
|
26,245
|
|
|
27,990
|
|
|
30,239
|
|
|
29,765
|
|
|
29,332
|
|
|||||
Total deposits
|
57,258
|
|
|
57,741
|
|
|
58,326
|
|
|
54,784
|
|
|
51,711
|
|
|||||
Short-term borrowings
|
277
|
|
|
138
|
|
|
93
|
|
|
200
|
|
|
211
|
|
|||||
Accrued expenses and other liabilities
|
996
|
|
|
1,273
|
|
|
1,389
|
|
|
1,016
|
|
|
1,074
|
|
|||||
Medium- and long-term debt
|
4,969
|
|
|
4,917
|
|
|
2,905
|
|
|
2,963
|
|
|
3,972
|
|
|||||
Total liabilities
|
63,500
|
|
|
64,069
|
|
|
62,713
|
|
|
58,963
|
|
|
56,968
|
|
|||||
Total shareholders’ equity
|
7,952
|
|
|
7,674
|
|
|
7,534
|
|
|
7,373
|
|
|
6,965
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
71,452
|
|
|
$
|
71,743
|
|
|
$
|
70,247
|
|
|
$
|
66,336
|
|
|
$
|
63,933
|
|
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and fees on loans
|
$
|
1,872
|
|
|
$
|
1,635
|
|
|
$
|
1,551
|
|
|
$
|
1,525
|
|
|
$
|
1,556
|
|
Interest on investment securities
|
250
|
|
|
247
|
|
|
216
|
|
|
211
|
|
|
214
|
|
|||||
Interest on short-term investments
|
60
|
|
|
27
|
|
|
17
|
|
|
14
|
|
|
14
|
|
|||||
Total interest income
|
2,182
|
|
|
1,909
|
|
|
1,784
|
|
|
1,750
|
|
|
1,784
|
|
|||||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
42
|
|
|
40
|
|
|
43
|
|
|
45
|
|
|
55
|
|
|||||
Interest on short-term borrowings
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on medium- and long-term debt
|
76
|
|
|
72
|
|
|
52
|
|
|
50
|
|
|
57
|
|
|||||
Total interest expense
|
121
|
|
|
112
|
|
|
95
|
|
|
95
|
|
|
112
|
|
|||||
Net interest income
|
2,061
|
|
|
1,797
|
|
|
1,689
|
|
|
1,655
|
|
|
1,672
|
|
|||||
Provision for credit losses
|
74
|
|
|
248
|
|
|
147
|
|
|
27
|
|
|
46
|
|
|||||
Net interest income after provision for loan losses
|
1,987
|
|
|
1,549
|
|
|
1,542
|
|
|
1,628
|
|
|
1,626
|
|
|||||
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Card fees
|
333
|
|
|
303
|
|
|
276
|
|
|
81
|
|
|
78
|
|
|||||
Service charges on deposit accounts
|
227
|
|
|
219
|
|
|
223
|
|
|
215
|
|
|
214
|
|
|||||
Fiduciary income
|
198
|
|
|
190
|
|
|
187
|
|
|
180
|
|
|
171
|
|
|||||
Commercial lending fees
|
85
|
|
|
89
|
|
|
99
|
|
|
98
|
|
|
99
|
|
|||||
Letter of credit fees
|
45
|
|
|
50
|
|
|
53
|
|
|
57
|
|
|
64
|
|
|||||
Bank-owned life insurance
|
43
|
|
|
42
|
|
|
40
|
|
|
39
|
|
|
40
|
|
|||||
Foreign exchange income
|
45
|
|
|
42
|
|
|
40
|
|
|
40
|
|
|
36
|
|
|||||
Brokerage fees
|
23
|
|
|
19
|
|
|
17
|
|
|
17
|
|
|
17
|
|
|||||
Net securities losses
|
(3
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Other noninterest income
|
111
|
|
|
102
|
|
|
102
|
|
|
130
|
|
|
156
|
|
|||||
Total noninterest income
|
1,107
|
|
|
1,051
|
|
|
1,035
|
|
|
857
|
|
|
874
|
|
|||||
NONINTEREST EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and benefits expense
|
912
|
|
|
961
|
|
|
1,009
|
|
|
980
|
|
|
1,009
|
|
|||||
Outside processing fee expense
|
366
|
|
|
336
|
|
|
318
|
|
|
111
|
|
|
111
|
|
|||||
Net occupancy expense
|
154
|
|
|
157
|
|
|
159
|
|
|
171
|
|
|
160
|
|
|||||
Equipment expense
|
45
|
|
|
53
|
|
|
53
|
|
|
57
|
|
|
60
|
|
|||||
Restructuring charges
|
45
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Software expense
|
126
|
|
|
119
|
|
|
99
|
|
|
95
|
|
|
90
|
|
|||||
FDIC insurance expense
|
51
|
|
|
54
|
|
|
37
|
|
|
33
|
|
|
33
|
|
|||||
Advertising expense
|
28
|
|
|
21
|
|
|
24
|
|
|
23
|
|
|
21
|
|
|||||
Litigation-related expenses
|
(2
|
)
|
|
1
|
|
|
(32
|
)
|
|
4
|
|
|
52
|
|
|||||
Gain on debt redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(1
|
)
|
|||||
Other noninterest expenses
|
135
|
|
|
135
|
|
|
160
|
|
|
173
|
|
|
179
|
|
|||||
Total noninterest expenses
|
1,860
|
|
|
1,930
|
|
|
1,827
|
|
|
1,615
|
|
|
1,714
|
|
|||||
Income before income taxes
|
1,234
|
|
|
670
|
|
|
750
|
|
|
870
|
|
|
786
|
|
|||||
Provision for income taxes
|
491
|
|
|
193
|
|
|
229
|
|
|
277
|
|
|
245
|
|
|||||
NET INCOME
|
$
|
743
|
|
|
$
|
477
|
|
|
$
|
521
|
|
|
$
|
593
|
|
|
$
|
541
|
|
Less income allocated to participating securities
|
5
|
|
|
4
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|||||
Net income attributable to common shares
|
$
|
738
|
|
|
$
|
473
|
|
|
$
|
515
|
|
|
$
|
586
|
|
|
$
|
533
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
4.23
|
|
|
$
|
2.74
|
|
|
$
|
2.93
|
|
|
$
|
3.28
|
|
|
$
|
2.92
|
|
Diluted
|
4.14
|
|
|
2.68
|
|
|
2.84
|
|
|
3.16
|
|
|
2.85
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
762
|
|
|
523
|
|
|
504
|
|
|
572
|
|
|
563
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared on common stock
|
193
|
|
|
154
|
|
|
148
|
|
|
143
|
|
|
126
|
|
|||||
Cash dividends declared per common share
|
1.09
|
|
|
0.89
|
|
|
0.83
|
|
|
0.79
|
|
|
0.68
|
|
Years Ended December 31
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Average Rates (Fully Taxable Equivalent Basis)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
1.09
|
%
|
|
0.51
|
%
|
|
0.26
|
%
|
|
0.26
|
%
|
|
0.26
|
%
|
|||||
Other short-term investments
|
0.64
|
|
|
0.61
|
|
|
0.81
|
|
|
0.57
|
|
|
1.22
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
2.05
|
|
|
2.02
|
|
|
2.13
|
|
|
2.26
|
|
|
2.25
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
3.83
|
|
|
3.26
|
|
|
3.07
|
|
|
3.12
|
|
|
3.28
|
|
|||||
Real estate construction loans
|
4.18
|
|
|
3.63
|
|
|
3.48
|
|
|
3.41
|
|
|
3.85
|
|
|||||
Commercial mortgage loans
|
3.97
|
|
|
3.49
|
|
|
3.41
|
|
|
3.75
|
|
|
4.11
|
|
|||||
Lease financing
|
2.64
|
|
|
2.65
|
|
|
3.17
|
|
|
2.33
|
|
|
3.23
|
|
|||||
International loans
|
4.07
|
|
|
3.63
|
|
|
3.58
|
|
|
3.65
|
|
|
3.74
|
|
|||||
Residential mortgage loans
|
3.70
|
|
|
3.76
|
|
|
3.77
|
|
|
3.82
|
|
|
4.09
|
|
|||||
Consumer loans
|
3.70
|
|
|
3.32
|
|
|
3.26
|
|
|
3.20
|
|
|
3.30
|
|
|||||
Total loans
|
3.86
|
|
|
3.34
|
|
|
3.20
|
|
|
3.28
|
|
|
3.51
|
|
|||||
Interest income as a percentage of earning assets
|
3.30
|
|
|
2.88
|
|
|
2.75
|
|
|
2.85
|
|
|
3.03
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic deposits
|
0.16
|
|
|
0.14
|
|
|
0.14
|
|
|
0.14
|
|
|
0.18
|
|
|||||
Deposits in foreign offices
|
0.64
|
|
|
0.35
|
|
|
1.02
|
|
|
0.82
|
|
|
0.52
|
|
|||||
Total interest-bearing deposits
|
0.16
|
|
|
0.14
|
|
|
0.14
|
|
|
0.15
|
|
|
0.19
|
|
|||||
Short-term borrowings
|
1.14
|
|
|
0.45
|
|
|
0.05
|
|
|
0.04
|
|
|
0.07
|
|
|||||
Medium- and long-term debt
|
1.51
|
|
|
1.45
|
|
|
1.80
|
|
|
1.68
|
|
|
1.45
|
|
|||||
Interest expense as a percentage of interest-bearing sources
|
0.38
|
|
|
0.34
|
|
|
0.29
|
|
|
0.29
|
|
|
0.33
|
|
|||||
Interest rate spread
|
2.92
|
|
|
2.54
|
|
|
2.46
|
|
|
2.56
|
|
|
2.70
|
|
|||||
Impact of net noninterest-bearing sources of funds
|
0.20
|
|
|
0.17
|
|
|
0.14
|
|
|
0.14
|
|
|
0.14
|
|
|||||
Net interest margin as a percentage of earning assets
|
3.12
|
%
|
|
2.71
|
%
|
|
2.60
|
%
|
|
2.70
|
%
|
|
2.84
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average common shareholders’ equity
|
9.34
|
%
|
|
6.22
|
%
|
|
6.91
|
%
|
|
8.05
|
%
|
|
7.76
|
%
|
|||||
Return on average assets
|
1.04
|
|
|
0.67
|
|
|
0.74
|
|
|
0.89
|
|
|
0.85
|
|
|||||
Efficiency ratio (a)
|
58.57
|
|
|
67.53
|
|
|
66.93
|
|
|
64.16
|
|
|
68.72
|
|
|||||
Common equity tier 1 capital as a percentage of risk weighted assets (b)
|
11.68
|
|
|
11.09
|
|
|
10.54
|
|
|
n/a
|
|
|
n/a
|
|
|||||
Tier 1 capital as a percentage of risk-weighted assets (b)
|
11.68
|
|
|
11.09
|
|
|
10.54
|
|
|
10.50
|
|
|
10.64
|
|
|||||
Total capital as a percentage of risk-weighted assets
|
13.84
|
|
|
13.27
|
|
|
12.69
|
|
|
12.51
|
|
|
13.10
|
|
|||||
Common equity ratio
|
11.13
|
|
|
10.68
|
|
|
10.52
|
|
|
10.70
|
|
|
10.97
|
|
|||||
Tangible common equity as a percentage of tangible assets (c)
|
10.32
|
|
|
9.89
|
|
|
9.70
|
|
|
9.85
|
|
|
10.07
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value at year-end
|
$
|
46.07
|
|
|
$
|
44.47
|
|
|
$
|
43.03
|
|
|
$
|
41.35
|
|
|
$
|
39.22
|
|
Market value at year-end
|
86.81
|
|
|
68.11
|
|
|
41.83
|
|
|
46.84
|
|
|
47.54
|
|
|||||
Market value for the year
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
88.22
|
|
|
70.44
|
|
|
53.45
|
|
|
53.50
|
|
|
48.69
|
|
|||||
Low
|
64.04
|
|
|
30.48
|
|
|
39.52
|
|
|
42.73
|
|
|
30.73
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data (share data in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Average common shares outstanding - basic
|
174
|
|
|
172
|
|
|
176
|
|
|
179
|
|
|
183
|
|
|||||
Average common shares outstanding - diluted
|
178
|
|
|
177
|
|
|
181
|
|
|
185
|
|
|
187
|
|
|||||
Number of banking centers
|
438
|
|
|
458
|
|
|
477
|
|
|
481
|
|
|
483
|
|
|||||
Number of employees (full-time equivalent)
|
7,999
|
|
|
7,960
|
|
|
8,880
|
|
|
8,876
|
|
|
8,948
|
|
(a)
|
Noninterest expenses as a percentage of the sum of net interest income (FTE) and noninterest income excluding net securities gains (losses).
|
(b)
|
Ratios calculated based on the risk-based capital requirements in effect at the time. The U.S. implementation of the Basel III regulatory capital framework became effective on January 1, 2015, with transitional provisions.
|
(c)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
|
COMERICA INCORPORATED
|
||
|
|
|
|
|
By:
|
|
/s/ Ralph W. Babb, Jr.
|
|
|
|
Ralph W. Babb, Jr.
Chairman and Chief Executive Officer
|
/s/ Ralph W. Babb, Jr.
|
|
Chairman and Chief Executive Officer and
|
Ralph W. Babb, Jr.
|
|
Director (Principal Executive Officer)
|
|
|
|
/s/ Muneera S. Carr
|
|
Executive Vice President and Chief Financial Officer
|
Muneera S. Carr
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Mauricio A. Ortiz
|
|
Senior Vice President and Chief Accounting Officer
|
Mauricio A. Ortiz
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Michael E. Collins
|
|
|
Michael E. Collins
|
|
Director
|
|
|
|
/s/ Roger A. Cregg
|
|
|
Roger A. Cregg
|
|
Director
|
|
|
|
/s/ T. Kevin DeNicola
|
|
|
T. Kevin DeNicola
|
|
Director
|
|
|
|
/s/ Jacqueline P. Kane
|
|
|
Jacqueline P. Kane
|
|
Director
|
|
|
|
/s/ Richard G. Lindner
|
|
|
Richard G. Lindner
|
|
Director
|
|
|
|
/s/ Barbara R. Smith
|
|
|
Barbara R. Smith
|
|
Director
|
|
|
|
/s/ Robert S. Taubman
|
|
|
Robert S. Taubman
|
|
Director
|
|
|
|
/s/ Reginald M. Turner, Jr.
|
|
|
Reginald M. Turner, Jr.
|
|
Director
|
|
|
|
/s/ Nina G. Vaca
|
|
|
Nina G. Vaca
|
|
Director
|
|
|
|
/s/ Michael G. Van de Ven
|
|
|
Michael G. Van de Ven
|
|
Director
|
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.
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13.
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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.
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14.
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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.
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15.
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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.
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16.
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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.
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17.
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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.
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18.
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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.
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19.
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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.
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20.
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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.
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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.
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22.
|
Successors
. This Agreement shall be binding upon and inure to the benefit of the successors of the respective parties.
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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.
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COMERICA INCORPORATED
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|
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By: __________________________
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__________________________
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__________________________
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Name:
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XXXXXXX
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Employee ID Number
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Title:
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Employee
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Year 1 Adjusted ROCE + Year 2 Adjusted ROCE + Year 3 Adjusted ROCE
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=
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Three-year Average Adjusted ROCE Performance
|
3
|
|
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Name
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State or Jurisdiction of
Incorporation or Organization
|
Cass & Co.
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Cayman Islands
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CIO Mission City Holdings, LLC
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Delaware
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CIO Mission City Holdings II, LLC
|
Delaware
|
CIO Papago Tech Holdings, LLC
|
Delaware
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CIO SM Land Holdings, LLC
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Delaware
|
CIO Sorrento Mesa Holdings, LLC
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Delaware
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Comerica Assurance Ltd.
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Bermuda
|
Comerica Bank (d.b.a. Comerica - Technology & Life Sciences Co.; Bank of the Hills, a division of Comerica Bank; Sterling Bank, a division of Comerica Bank; Comerica Bank Inc.; Comerica Bank Incorporated; Comerica Bank (Inc.))
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Texas
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Comerica Bank & Trust, National Association
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United States
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Comerica Capital Advisors Incorporated
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Delaware
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Comerica do Brasil Participacoes e Servicos Ltda.
|
Brazil
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Comerica Community Development Investment Fund II, LLC
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Delaware
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Comerica Financial Incorporated (f/k/a/ Comerica AutoLease, Inc.)
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Michigan
|
Comerica Holdings Incorporated
|
Delaware
|
Comerica Insurance Group, Inc. (d.b.a. Comerica Insurance Agency, The Comerica Insurance Group)
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Michigan
|
Comerica Insurance Services, Inc. (d.b.a. Comerica Insurance Agency)
|
Michigan
|
Comerica Insurance Services of Texas Incorporated (f/k/a CMA Insurance Services, Inc.)
|
Texas
|
Comerica Investment Services, Inc. (d.b.a. Comerica Investment Services)
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Michigan
|
Comerica Leasing Corporation (f/k/a CMCA Lease, Inc.)
|
Michigan
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Comerica Management Company
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Michigan
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Comerica Merchant Services, Inc.
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Delaware
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Comerica Properties Corporation
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Michigan
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Comerica Securities, Inc. (d.b.a. Comerica Securities)
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Michigan
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Comerica Ventures Incorporated (f/k/a Imperial Ventures, Inc.)
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California
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Hangar Exchange LLC
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Delaware
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Interstate Select Insurance Services, Inc. (d.b.a. Comerica of California Insurance Services)
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California
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Munder UK, L.L.C.
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Delaware
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Saber Exchange Property LLC
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Delaware
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SB Investment Services, Inc.
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Texas
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SCFS Reverse Exchange, LLC (f/k/a NBF Reverse Exchange, LLC)
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Delaware
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Silver Funding Corp.
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Delaware
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Sterling Community Investment Corporation
|
Delaware
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VRB Corp. (d.b.a. VRB Properties Corp.)
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Michigan
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VRB Catron Ranch Owner, LLC
|
Delaware
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VRB Comfort, LLC
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Delaware
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VRB Marketplace of Rochester Hills, LLC
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Delaware
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VRB Red Oak, LLC
|
Delaware
|
VRB Spanish Oaks, LLC
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Delaware
|
WAM Holdings, Inc.
|
Delaware
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Wilson, Kemp & Associates, Inc.
|
Michigan
|
World Asset Management, Inc.
|
Delaware
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1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2017
of Comerica Incorporated (the “Registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
|
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;
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(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;
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(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
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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)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
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Date:
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February 14, 2018
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/s/ Ralph W. Babb, Jr.
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|
|
Ralph W. Babb, Jr.
|
|
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Chairman and Chief Executive Officer
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|
|
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1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2017
of Comerica Incorporated (the “Registrant”);
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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;
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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
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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)
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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.
|
Date:
|
February 14, 2018
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/s/ Muneera S. Carr
|
|
|
Muneera S. Carr
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
(1)
|
the Annual Report on Form 10-K of the Company for the year ended
December 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)
|
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:
|
February 14, 2018
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/s/ Ralph W. Babb, Jr.
|
|
|
Ralph W. Babb, Jr.
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Muneera S. Carr
|
|
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Muneera S. Carr
|
|
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Executive Vice President and
|
|
|
Chief Financial Officer
|