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
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Smaller reporting company
o
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Emerging growth company
o
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(dollar amounts in millions)
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Comerica
Incorporated
(Consolidated)
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Comerica
Bank
|
||||
December 31, 2018
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||||
CET1 capital (minimum $3.0 billion (Consolidated))
|
$
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7,470
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$
|
7,229
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Tier 1 capital (minimum $4.0 billion (Consolidated))
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7,470
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7,229
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||
Total capital (minimum $5.4 billion (Consolidated))
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8,855
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8,433
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Risk-weighted assets
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67,047
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66,857
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Adjusted average assets (fourth quarter)
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71,070
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|
70,905
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CET1 capital to risk-weighted assets (minimum 4.5%)
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11.14
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%
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10.81
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%
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||
Tier 1 capital to risk-weighted assets (minimum 6.0%)
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11.14
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10.81
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Total capital to risk-weighted assets (minimum 8.0%)
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13.21
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12.61
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Tier 1 capital to average assets (minimum 4.0%)
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10.51
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10.20
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Capital conservation buffer
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5.14
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4.61
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December 31, 2017
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||||
CET1 capital (minimum $3.0 billion (Consolidated))
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$
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7,773
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$
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7,121
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Tier 1 capital (minimum $4.0 billion (Consolidated))
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7,773
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7,121
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||
Total capital (minimum $5.3 billion (Consolidated))
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9,211
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8,378
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||
Risk-weighted assets
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66,575
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66,447
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Adjusted average assets (fourth quarter)
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71,372
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|
71,181
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CET1 capital to risk-weighted assets (minimum 4.5%)
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11.68
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%
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10.72
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%
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||
Tier 1 capital to risk-weighted assets (minimum 6.0%)
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11.68
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10.72
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Total capital to risk-weighted assets (minimum 8.0%)
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13.84
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12.61
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Tier 1 capital to average assets (minimum 4.0%)
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10.89
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10.00
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||
Capital conservation buffer
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5.68
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4.61
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•
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People: Including the competence, integrity and succession planning of customers.
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•
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Purpose: The legal, logical and productive purposes of the credit facility.
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•
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Payment: Including the source, timing and probability of payment.
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•
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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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•
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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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•
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The borrower's business model.
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•
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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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•
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The proforma financial condition including financial projections.
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•
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The borrower's sources and uses of funds.
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•
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The borrower's debt service capacity.
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•
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The guarantor's financial strength.
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•
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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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•
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Physical inspection of collateral and audits of receivables, as appropriate.
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•
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General political, economic or industry conditions, either domestically or internationally, may be less favorable than expected.
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•
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Governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact Comerica's financial condition and results of operations.
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•
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Comerica’s operational or security systems or infrastructure, or those of third parties, could fail or be breached, which could disrupt Comerica’s business and adversely impact Comerica’s results of operations, liquidity and financial condition, as well as cause legal or reputational harm.
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•
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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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•
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Comerica faces security risks, including denial of service attacks, hacking, social engineering attacks targeting Comerica’s colleagues and customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of confidential information, adversely affect its business or reputation, and create significant legal and financial exposure.
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•
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Proposed revenue enhancements and efficiency improvements may not be achieved.
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•
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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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•
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Compliance with stringent capital requirements may adversely affect Comerica.
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•
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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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•
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Unfavorable developments concerning credit quality could adversely affect Comerica's financial results.
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•
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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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•
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Interest rates on Comerica's outstanding financial instruments might be subject to change based on developments related to LIBOR, which could adversely affect its revenue, expenses, and the value of those financial instruments.
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•
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Reduction in our credit ratings could adversely affect Comerica and/or the holders of its securities.
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•
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Damage to Comerica’s reputation could damage its businesses.
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•
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Comerica may not be able to utilize technology to efficiently and effectively develop, market, and deliver new products and services to its customers.
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•
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Competitive product and pricing pressures within Comerica's markets may change.
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•
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The soundness of other financial institutions could adversely affect Comerica.
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•
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The introduction, implementation, withdrawal, success and timing of business initiatives and strategies may be less successful or may be different than anticipated, which could adversely affect Comerica's business.
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•
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Changes in customer behavior may adversely impact Comerica's business, financial condition and results of operations.
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•
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Management's ability to maintain and expand customer relationships may differ from expectations.
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•
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Methods of reducing risk exposures might not be effective.
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•
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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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•
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Tax regulations could be subject to potential legislative, administrative or judicial changes or interpretations.
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•
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Any future strategic acquisitions or divestitures may present certain risks to Comerica's business and operations.
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•
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Management's ability to retain key officers and employees may change.
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•
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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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•
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Comerica may incur losses due to fraud.
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•
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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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•
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Changes in accounting standards could materially impact Comerica's financial statements.
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•
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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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•
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Controls and procedures may not prevent or detect all errors or acts of fraud.
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•
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Comerica's stock price can be volatile.
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•
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Actual or anticipated variations in quarterly results of operations.
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•
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Recommendations or projections by securities analysts.
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•
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Operating and stock price performance of other companies that investors deem comparable to Comerica.
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•
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News reports relating to trends, concerns and other issues in the financial services industry.
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•
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Perceptions in the marketplace regarding Comerica and/or its competitors.
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•
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New technology used, or services offered, by competitors.
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•
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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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•
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Changes in dividends and capital returns.
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•
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Changes in government regulations.
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•
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Cyclical fluctuations.
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•
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Geopolitical conditions such as acts or threats of terrorism or military conflicts.
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•
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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
|
|||||
Total first quarter 2018
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1,565
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8,714
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1,674
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$
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95.16
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Total second quarter 2018
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1,755
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6,952
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1,759
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96.32
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Total third quarter 2018
|
5,137
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11,706
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(d)
|
5,143
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|
97.32
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October 2018
|
4,701
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6,987
|
|
|
4,703
|
|
|
79.17
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November 2018
|
—
|
|
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6,346
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|
—
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—
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December 2018
|
1,615
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|
|
4,707
|
|
|
1,615
|
|
|
79.16
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Total fourth quarter 2018
|
6,316
|
|
|
4,707
|
|
|
6,318
|
|
|
79.16
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Total 2018
|
14,773
|
|
|
4,707
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|
|
14,894
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$
|
89.26
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(a)
|
The Corporation made no repurchases of warrants under the repurchase program during the year ended
December 31, 2018
. 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, 2018
, the Corporation withheld the equivalent of approximately
309,000
shares to cover an aggregate of
$9 million
in exercise price and issued approximately
585,000
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. All unexercised warrants expired in the fourth quarter.
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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. In January 2019,
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(c)
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Includes approximately
121,000
shares (including
2,000
shares in the quarter ended
December 31, 2018
) 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, 2018
. These transactions are not considered part of the Corporation's repurchase program.
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(d)
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Includes
July 24, 2018
equity repurchase authorization for an additional
10 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-41 through F-106.
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2.
|
|
All of the schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instruction, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and therefore have been omitted.
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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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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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10.2†
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10.2A†
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10.2B†
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10.2C†
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10.2D†
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10.2E†
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10.2F†
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10.2G†
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10.2H†
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10.2I†
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10.2J†
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10.2K†
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10.2L†
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10.2M†
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10.2N†
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10.2O†
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10.2P†
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10.2Q†
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10.2R†
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10.2S†
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10.2T†
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10.2U†
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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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10.13A†
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10.13B†
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10.13C†
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10.13D†
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10.13E†
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10.14†
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10.14A†
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10.15†
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10.16†
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10.17†
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10.18A†
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10.18B†
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10.18C†
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10.18D†
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10.19†
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10.19A†
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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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13
|
|
(not applicable)
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14
|
|
(not applicable)
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16
|
|
(not applicable)
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18
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|
(not applicable)
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21
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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
|
|
(not applicable)
|
|
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|
35
|
|
(not applicable)
|
|
|
|
95
|
|
(not applicable)
|
|
|
|
99
|
|
(not applicable)
|
|
|
|
101
|
|
Financial statements from Annual Report on Form 10-K of the Registrant for the year ended December 31, 2018, 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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†
|
|
Management contract or compensatory plan or arrangement.
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|
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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)
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
EARNINGS SUMMARY
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
$
|
2,352
|
|
|
$
|
2,061
|
|
|
$
|
1,797
|
|
|
$
|
1,689
|
|
|
$
|
1,655
|
|
Provision for credit losses
|
(1
|
)
|
|
74
|
|
|
248
|
|
|
147
|
|
|
27
|
|
|||||
Noninterest income
|
976
|
|
(a)
|
1,107
|
|
|
1,051
|
|
|
1,035
|
|
(b)
|
857
|
|
|||||
Noninterest expenses
|
1,794
|
|
(a), (c)
|
1,860
|
|
(c)
|
1,930
|
|
(c)
|
1,827
|
|
(b)
|
1,615
|
|
|||||
Provision for income taxes
|
300
|
|
|
491
|
|
(d)
|
193
|
|
|
229
|
|
|
277
|
|
|||||
Net income
|
1,235
|
|
|
743
|
|
|
477
|
|
|
521
|
|
|
593
|
|
|||||
Net income attributable to common shares
|
1,227
|
|
|
738
|
|
|
473
|
|
|
515
|
|
|
586
|
|
|||||
PER SHARE OF COMMON STOCK
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share
|
$
|
7.20
|
|
|
$
|
4.14
|
|
|
$
|
2.68
|
|
|
$
|
2.84
|
|
|
$
|
3.16
|
|
Cash dividends declared
|
1.84
|
|
|
1.09
|
|
|
0.89
|
|
|
0.83
|
|
|
0.79
|
|
|||||
Common shareholders’ equity
|
46.89
|
|
|
46.07
|
|
|
44.47
|
|
|
43.03
|
|
|
41.35
|
|
|||||
Tangible common equity (e)
|
42.89
|
|
|
42.34
|
|
|
40.79
|
|
|
39.33
|
|
|
37.72
|
|
|||||
Market value
|
68.69
|
|
|
86.81
|
|
|
68.11
|
|
|
41.83
|
|
|
46.84
|
|
|||||
Average diluted shares (in millions)
|
171
|
|
|
178
|
|
|
177
|
|
|
181
|
|
|
185
|
|
|||||
YEAR-END BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
70,818
|
|
|
$
|
71,567
|
|
|
$
|
72,978
|
|
|
$
|
71,877
|
|
|
$
|
69,186
|
|
Total earning assets
|
65,513
|
|
|
65,880
|
|
|
67,518
|
|
|
66,687
|
|
|
63,788
|
|
|||||
Total loans
|
50,163
|
|
|
49,173
|
|
|
49,088
|
|
|
49,084
|
|
|
48,593
|
|
|||||
Total deposits
|
55,561
|
|
|
57,903
|
|
|
58,985
|
|
|
59,853
|
|
|
57,486
|
|
|||||
Total medium- and long-term debt
|
6,463
|
|
|
4,622
|
|
|
5,160
|
|
|
3,058
|
|
|
2,675
|
|
|||||
Total common shareholders’ equity
|
7,507
|
|
|
7,963
|
|
|
7,796
|
|
|
7,560
|
|
|
7,402
|
|
|||||
AVERAGE BALANCES
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
70,724
|
|
|
$
|
71,452
|
|
|
$
|
71,743
|
|
|
$
|
70,247
|
|
|
$
|
66,336
|
|
Total earning assets
|
65,410
|
|
|
66,300
|
|
|
66,545
|
|
|
65,129
|
|
|
61,560
|
|
|||||
Total loans
|
48,766
|
|
|
48,558
|
|
|
48,996
|
|
|
48,628
|
|
|
46,588
|
|
|||||
Total deposits
|
55,935
|
|
|
57,258
|
|
|
57,741
|
|
|
58,326
|
|
|
54,784
|
|
|||||
Total medium- and long-term debt
|
5,842
|
|
|
4,969
|
|
|
4,917
|
|
|
2,905
|
|
|
2,963
|
|
|||||
Total common shareholders’ equity
|
7,809
|
|
|
7,952
|
|
|
7,674
|
|
|
7,534
|
|
|
7,373
|
|
|||||
CREDIT QUALITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Total allowance for credit losses
|
$
|
701
|
|
|
$
|
754
|
|
|
$
|
771
|
|
|
$
|
679
|
|
|
$
|
635
|
|
Total nonperforming loans
|
229
|
|
|
410
|
|
|
590
|
|
|
379
|
|
|
290
|
|
|||||
Foreclosed property
|
1
|
|
|
5
|
|
|
17
|
|
|
12
|
|
|
10
|
|
|||||
Total nonperforming assets
|
230
|
|
|
415
|
|
|
607
|
|
|
391
|
|
|
300
|
|
|||||
Net credit-related charge-offs
|
51
|
|
|
92
|
|
|
157
|
|
|
101
|
|
|
25
|
|
|||||
Net credit-related charge-offs as a percentage of average total loans
|
0.11
|
%
|
|
0.19
|
%
|
|
0.32
|
%
|
|
0.21
|
%
|
|
0.05
|
%
|
|||||
Allowance for loan losses as a percentage of total period-end loans
|
1.34
|
|
|
1.45
|
|
|
1.49
|
|
|
1.29
|
|
|
1.22
|
|
|||||
Allowance for loan losses as a multiple of total nonperforming loans
|
2.9x
|
|
|
1.7x
|
|
|
1.2x
|
|
|
1.7x
|
|
|
2.1x
|
|
|||||
RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest margin
|
3.58
|
%
|
|
3.11
|
%
|
|
2.71
|
%
|
|
2.60
|
%
|
|
2.69
|
%
|
|||||
Return on average assets
|
1.75
|
|
|
1.04
|
|
|
0.67
|
|
|
0.74
|
|
|
0.89
|
|
|||||
Return on average common shareholders’ equity
|
15.82
|
|
|
9.34
|
|
|
6.22
|
|
|
6.91
|
|
|
8.05
|
|
|||||
Dividend payout ratio
|
25.17
|
|
|
25.77
|
|
|
32.48
|
|
|
28.33
|
|
|
24.09
|
|
|||||
Average common shareholders’ equity as a percentage of average assets
|
11.04
|
|
|
11.13
|
|
|
10.70
|
|
|
10.73
|
|
|
11.11
|
|
|||||
Common equity tier 1 capital as a percentage of risk-weighted assets (f)
|
11.14
|
|
|
11.68
|
|
|
11.09
|
|
|
10.54
|
|
|
n/a
|
|
|||||
Tier 1 capital as a percentage of risk-weighted assets (f)
|
11.14
|
|
|
11.68
|
|
|
11.09
|
|
|
10.54
|
|
|
10.50
|
|
|||||
Common equity ratio
|
10.60
|
|
|
11.13
|
|
|
10.68
|
|
|
10.52
|
|
|
10.70
|
|
|||||
Tangible common equity as a percentage of tangible assets (e)
|
9.78
|
|
|
10.32
|
|
|
9.89
|
|
|
9.70
|
|
|
9.85
|
|
(a)
|
Effective January 1, 2018, adoption of Topic 606 resulted in a change in presentation which records certain costs in the same category as the associated revenues. The effect of this change was to reduce noninterest income and expenses by
$145 million
for the
year ended December 31, 2018
.
|
(b)
|
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.
|
(c)
|
Noninterest expenses included restructuring charges of
$53 million
,
$45 million
and
$93 million
in
2018
,
2017
and
2016
, respectively.
|
(d)
|
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.
|
(e)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
•
|
Net income was
$1.2 billion
in
2018
, an
increase
of
$492 million
, or
66 percent
, compared to
$743 million
in
2017
. Net income per diluted common share was
$7.20
in
2018
compared to
$4.14
in
2017
, an increase of
74 percent
.
|
•
|
Average loans were
$48.8 billion
in
2018
, an
increase
of
$208 million
compared to
2017
. The increase in average loans primarily reflected increases in Technology and Life Sciences as well as National Dealer Services, partially offset by decreases in Corporate Banking and Energy.
|
•
|
Average deposits
decrease
d
$1.3 billion
, or
2 percent
, to
$55.9 billion
in
2018
, with the largest decrease in general Middle Market driven by a $925 million decline in Municipalities. The decrease in average deposits reflected a
decrease
of
$1.8 billion
, or
6 percent
, in average noninterest-bearing deposits, partially offset by an
increase
of
$449 million
, or
2 percent
, in average interest-bearing deposits.
|
•
|
Net interest income was
$2.4 billion
in
2018
, an
increase
of
$291 million
, or
14 percent
, compared to
2017
, and the net interest margin
increase
d
47
basis points in
2018
to
3.58 percent
, from
3.11 percent
in
2017
. Both increases were primarily driven by the net benefit from higher short-term rates.
|
•
|
The provision for credit losses
decrease
d
$75 million
to a
$1 million
benefit in
2018
, reflecting a
$683 million
decline in total criticized loans and a
$41 million
decrease in net credit-related charge-offs.
|
•
|
Noninterest income
decrease
d
$131 million
to
$976 million
in
2018
, reflecting a
$118 million
decrease due to a presentation change resulting from the adoption of a new accounting standard
1
and a
$20 million
loss related to repositioning the securities portfolio in
2018
.
|
•
|
Noninterest expenses
decrease
d
$66 million
to
$1.8 billion
in
2018
, reflecting a
$118 million
decrease due to a presentation change resulting from the adoption of a new accounting standard
1
, partially offset by an
increase
in salaries and benefits expense, mostly due to higher incentive compensation tied to performance.
|
•
|
The provision for income taxes
decrease
d
$191 million
to
$300 million
in
2018
. The decrease primarily reflected the impact of the 14-percentage-point decrease in the statutory federal tax rate in
2018
and a
$120 million
decrease due to discrete tax items, partially offset by an increase in pre-tax income.
|
•
|
The Corporation repurchased
14.8 million
shares of common stock during
2018
under the equity repurchase program and increased the cash dividend
69 percent
to
$1.84
per share. All together,
$1.6 billion
was returned to shareholders in
2018
, an increase of
$903 million
, or
125 percent
, compared to 2017.
|
•
|
Growth in average loans of 2 percent to 4 percent, reflecting increases in most lines of business.
|
•
|
Decline in average deposits of 1 percent to 2 percent from a decrease in non-interest-bearing deposits.
|
•
|
Growth in net interest income of 4 percent to 5 percent from the full-year net benefit of higher interest rates ($130 million to $150 million), growth in average loans and repositioning the securities portfolio, partially offset by higher average debt and lower interest recoveries.
|
•
|
Provision for credit losses of 15 basis points to 25 basis points and net charge-offs to remain low.
|
•
|
Noninterest income higher by 2 percent to 3 percent, benefiting from growth in card fees and fiduciary income, partially offset by lower service charges on deposit accounts and lower derivative income.
|
•
|
Noninterest expenses lower by 3 percent, reflecting the end of restructuring charges from the GEAR Up initiatives ($53 million in full-year 2018), FDIC insurance expense lower by $16 million from the discontinuance of the surcharge, as well as lower compensation and pension expense, partially offset by higher outside processing expenses in line with growing revenue, technology expenditures and typical inflationary pressures.
|
◦
|
Noninterest expenses excluding restructuring expenses expected to be stable.
|
◦
|
Lower compensation driven by executive incentive compensation, partially offset by merit increases.
|
•
|
Income tax expense to be approximately 23 percent of pre-tax income, excluding any tax impact from employee stock transactions.
|
◦
|
Full-year 2018 included discrete tax benefits of $48 million.
|
•
|
Common equity Tier 1 capital ratio target of 9.5 percent to 10 percent through continued return of excess capital.
|
(dollar amounts in millions)
|
|
|
|
|
|
|
|
|||||||||||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||
|
Average
Balance
|
Interest
|
Average
Rate
|
|
Average
Balance
|
Interest
|
Average
Rate
|
|
Average
Balance
|
Interest
|
Average
Rate
|
|||||||||||||||
Commercial loans
|
$
|
30,534
|
|
$
|
1,416
|
|
4.64
|
%
|
|
$
|
30,415
|
|
$
|
1,162
|
|
3.82
|
%
|
|
$
|
31,062
|
|
$
|
1,008
|
|
3.25
|
%
|
Real estate construction loans
|
3,155
|
|
164
|
|
5.21
|
|
|
2,958
|
|
124
|
|
4.18
|
|
|
2,508
|
|
91
|
|
3.63
|
|
||||||
Commercial mortgage loans
|
9,131
|
|
429
|
|
4.69
|
|
|
9,005
|
|
358
|
|
3.97
|
|
|
8,981
|
|
314
|
|
3.49
|
|
||||||
Lease financing
|
470
|
|
18
|
|
3.82
|
|
|
509
|
|
13
|
|
2.63
|
|
|
684
|
|
18
|
|
2.64
|
|
||||||
International loans
|
1,021
|
|
51
|
|
4.97
|
|
|
1,157
|
|
47
|
|
4.07
|
|
|
1,367
|
|
50
|
|
3.63
|
|
||||||
Residential mortgage loans
|
1,983
|
|
75
|
|
3.77
|
|
|
1,989
|
|
74
|
|
3.70
|
|
|
1,894
|
|
71
|
|
3.76
|
|
||||||
Consumer loans
|
2,472
|
|
109
|
|
4.41
|
|
|
2,525
|
|
94
|
|
3.70
|
|
|
2,500
|
|
83
|
|
3.32
|
|
||||||
Total loans (a)
|
48,766
|
|
2,262
|
|
4.64
|
|
|
48,558
|
|
1,872
|
|
3.85
|
|
|
48,996
|
|
1,635
|
|
3.34
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Mortgage-backed securities
|
9,099
|
|
214
|
|
2.28
|
|
|
9,330
|
|
202
|
|
2.17
|
|
|
9,356
|
|
203
|
|
2.19
|
|
||||||
Other investment securities
|
2,711
|
|
51
|
|
1.86
|
|
|
2,877
|
|
48
|
|
1.66
|
|
|
2,992
|
|
44
|
|
1.51
|
|
||||||
Total investment securities
|
11,810
|
|
265
|
|
2.19
|
|
|
12,207
|
|
250
|
|
2.05
|
|
|
12,348
|
|
247
|
|
2.02
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits with banks
|
4,700
|
|
91
|
|
1.94
|
|
|
5,443
|
|
60
|
|
1.09
|
|
|
5,099
|
|
26
|
|
0.51
|
|
||||||
Other short-term investments
|
134
|
|
1
|
|
0.96
|
|
|
92
|
|
—
|
|
0.64
|
|
|
102
|
|
1
|
|
0.61
|
|
||||||
Total earning assets
|
65,410
|
|
2,619
|
|
3.99
|
|
|
66,300
|
|
2,182
|
|
3.29
|
|
|
66,545
|
|
1,909
|
|
2.88
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cash and due from banks
|
1,135
|
|
|
|
|
1,209
|
|
|
|
|
1,146
|
|
|
|
||||||||||||
Allowance for loan losses
|
(695
|
)
|
|
|
|
(728
|
)
|
|
|
|
(730
|
)
|
|
|
||||||||||||
Accrued income and other assets
|
4,874
|
|
|
|
|
4,671
|
|
|
|
|
4,782
|
|
|
|
||||||||||||
Total assets
|
$
|
70,724
|
|
|
|
|
$
|
71,452
|
|
|
|
|
$
|
71,743
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Money market and interest-bearing checking deposits
|
$
|
22,378
|
|
111
|
|
0.50
|
|
|
$
|
21,585
|
|
33
|
|
0.15
|
|
|
$
|
22,744
|
|
27
|
|
0.11
|
|
|||
Savings deposits
|
2,199
|
|
1
|
|
0.04
|
|
|
2,133
|
|
—
|
|
0.02
|
|
|
2,013
|
|
—
|
|
0.02
|
|
||||||
Customer certificates of deposit
|
2,092
|
|
10
|
|
0.46
|
|
|
2,471
|
|
9
|
|
0.36
|
|
|
3,200
|
|
13
|
|
0.40
|
|
||||||
Foreign office time deposits (b)
|
25
|
|
—
|
|
1.19
|
|
|
56
|
|
—
|
|
0.64
|
|
|
33
|
|
—
|
|
0.35
|
|
||||||
Total interest-bearing deposits
|
26,694
|
|
122
|
|
0.46
|
|
|
26,245
|
|
42
|
|
0.16
|
|
|
27,990
|
|
40
|
|
0.14
|
|
||||||
Short-term borrowings
|
62
|
|
1
|
|
1.90
|
|
|
277
|
|
3
|
|
1.14
|
|
|
138
|
|
—
|
|
0.45
|
|
||||||
Medium- and long-term debt
|
5,842
|
|
144
|
|
2.42
|
|
|
4,969
|
|
76
|
|
1.51
|
|
|
4,917
|
|
72
|
|
1.45
|
|
||||||
Total interest-bearing sources
|
32,598
|
|
267
|
|
0.82
|
|
|
31,491
|
|
121
|
|
0.38
|
|
|
33,045
|
|
112
|
|
0.34
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Noninterest-bearing deposits
|
29,241
|
|
|
|
|
31,013
|
|
|
|
|
29,751
|
|
|
|
||||||||||||
Accrued expenses and other liabilities
|
1,076
|
|
|
|
|
996
|
|
|
|
|
1,273
|
|
|
|
||||||||||||
Total shareholders’ equity
|
7,809
|
|
|
|
|
7,952
|
|
|
|
|
7,674
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
$
|
70,724
|
|
|
|
|
$
|
71,452
|
|
|
|
|
$
|
71,743
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income/rate spread
|
|
$
|
2,352
|
|
3.17
|
|
|
|
$
|
2,061
|
|
2.91
|
|
|
|
$
|
1,797
|
|
2.54
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Impact of net noninterest-bearing sources of funds
|
|
|
0.41
|
|
|
|
|
0.20
|
|
|
|
|
0.17
|
|
||||||||||||
Net interest margin (as a percentage of average earning assets)
|
|
|
3.58
|
%
|
|
|
|
3.11
|
%
|
|
|
|
2.71
|
%
|
(a)
|
Nonaccrual loans are included in average balances reported and in the calculation of average rates.
|
(b)
|
Includes substantially all deposits by foreign depositors; deposits are primarily in excess of $100,000.
|
(in millions)
|
|
|
|
|
|
|
|
||||||||||||||||||
Years Ended December 31
|
2018/2017
|
|
2017/2016
|
||||||||||||||||||||||
|
Increase
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
|
$
|
248
|
|
|
$
|
6
|
|
|
$
|
254
|
|
|
|
$
|
179
|
|
|
$
|
(25
|
)
|
|
$
|
154
|
|
|
Real estate construction loans
|
30
|
|
|
10
|
|
|
40
|
|
|
|
14
|
|
|
19
|
|
|
33
|
|
|
||||||
Commercial mortgage loans
|
65
|
|
|
6
|
|
|
71
|
|
|
|
43
|
|
|
1
|
|
|
44
|
|
|
||||||
Lease financing
|
6
|
|
|
(1
|
)
|
|
5
|
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
||||||
International loans
|
11
|
|
|
(7
|
)
|
|
4
|
|
|
|
6
|
|
|
(9
|
)
|
|
(3
|
)
|
|
||||||
Residential mortgage loans
|
1
|
|
|
—
|
|
|
1
|
|
|
|
(1
|
)
|
|
4
|
|
|
3
|
|
|
||||||
Consumer loans
|
17
|
|
|
(2
|
)
|
|
15
|
|
|
|
10
|
|
|
1
|
|
|
11
|
|
|
||||||
Total loans
|
378
|
|
|
12
|
|
|
390
|
|
|
|
251
|
|
|
(14
|
)
|
|
237
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
12
|
|
|
—
|
|
|
12
|
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
||||||
Other investment securities
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
||||||
Total investment securities
|
17
|
|
|
(2
|
)
|
|
15
|
|
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits with banks
|
46
|
|
|
(15
|
)
|
|
31
|
|
|
|
30
|
|
|
4
|
|
|
34
|
|
|
||||||
Other short-term investments
|
1
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
||||||
Total interest income
|
442
|
|
|
(5
|
)
|
|
437
|
|
|
|
285
|
|
|
(12
|
)
|
|
273
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market and interest-bearing checking deposits
|
74
|
|
|
4
|
|
|
78
|
|
|
|
8
|
|
|
(2
|
)
|
|
6
|
|
|
||||||
Savings deposits
|
1
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Customer certificates of deposit
|
3
|
|
|
(2
|
)
|
|
1
|
|
|
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
||||||
Total interest-bearing deposits
|
78
|
|
|
2
|
|
|
80
|
|
|
|
7
|
|
|
(5
|
)
|
|
2
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term borrowings
|
2
|
|
|
(4
|
)
|
|
(2
|
)
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
||||||
Medium- and long-term debt
|
50
|
|
|
18
|
|
|
68
|
|
|
|
23
|
|
|
(19
|
)
|
|
4
|
|
|
||||||
Total interest expense
|
130
|
|
|
16
|
|
|
146
|
|
|
|
31
|
|
|
(22
|
)
|
|
9
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
312
|
|
|
$
|
(21
|
)
|
|
$
|
291
|
|
|
|
$
|
254
|
|
|
$
|
10
|
|
|
$
|
264
|
|
|
(a)
|
Rate/volume variances are allocated to variances due to volume.
|
(in millions)
|
Reported Amounts
|
Proforma Effects
|
Proforma Amounts (a)
|
||||||
Year Ended December 31, 2017
|
|||||||||
Card fees
|
$
|
333
|
|
$
|
(113
|
)
|
$
|
220
|
|
Service charges on deposit accounts
|
227
|
|
(5
|
)
|
222
|
|
|||
Total noninterest income
|
1,107
|
|
(118
|
)
|
989
|
|
|||
|
|
|
|
||||||
Outside processing fee expense
|
366
|
|
(118
|
)
|
248
|
|
|||
Total noninterest expenses
|
1,860
|
|
(118
|
)
|
1,742
|
|
(a)
|
The Corporation believes proforma noninterest income and noninterest expenses (each a non-GAAP measure) provide a greater understanding of ongoing operations and enhances comparability of results with 2017.
|
(in millions)
|
|
|
||||||||||
Years Ended December 31
|
2018
|
2017
|
2016
|
|||||||||
Card fees
|
$
|
244
|
|
|
$
|
333
|
|
|
$
|
303
|
|
|
Service charges on deposit accounts
|
211
|
|
|
227
|
|
|
219
|
|
|
|||
Fiduciary income
|
206
|
|
|
198
|
|
|
190
|
|
|
|||
Commercial lending fees
|
85
|
|
|
85
|
|
|
89
|
|
|
|||
Foreign exchange income
|
47
|
|
|
45
|
|
|
42
|
|
|
|||
Letter of credit fees
|
40
|
|
|
45
|
|
|
50
|
|
|
|||
Bank-owned life insurance
|
39
|
|
|
43
|
|
|
42
|
|
|
|||
Brokerage fees
|
27
|
|
|
23
|
|
|
19
|
|
|
|||
Net securities losses
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
|||
Other noninterest income (a)
|
96
|
|
|
108
|
|
|
97
|
|
|
|||
Total noninterest income
|
$
|
976
|
|
|
$
|
1,107
|
|
|
$
|
1,051
|
|
|
(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 deferred compensation plan liabilities is reported in salaries and benefits expense.
|
(in millions)
|
|
|
||||||||||
Years Ended December 31
|
2018
|
2017
|
2016
|
|||||||||
Salaries and benefits expense
|
$
|
1,009
|
|
|
$
|
961
|
|
(a)
|
$
|
989
|
|
(a)
|
Outside processing fee expense
|
255
|
|
|
366
|
|
|
336
|
|
|
|||
Net occupancy expense
|
152
|
|
|
154
|
|
|
157
|
|
|
|||
Software expense
|
125
|
|
|
126
|
|
|
119
|
|
|
|||
Restructuring charges
|
53
|
|
|
45
|
|
|
93
|
|
|
|||
Equipment expense
|
48
|
|
|
45
|
|
|
53
|
|
|
|||
FDIC insurance expense
|
42
|
|
|
51
|
|
|
54
|
|
|
|||
Advertising expense
|
30
|
|
|
28
|
|
|
21
|
|
|
|||
Other noninterest expenses
|
80
|
|
|
84
|
|
(a)
|
108
|
|
(a)
|
|||
Total noninterest expenses
|
$
|
1,794
|
|
|
$
|
1,860
|
|
|
$
|
1,930
|
|
|
(a)
|
Prior period amounts restated to reflect the adoption of Accounting Standard Update (ASU) 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," effective January 1, 2018. For further information, refer to Note 1 to the consolidated financial statements.
|
(dollar amounts in millions)
|
|
|
|
|
|
|||||||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Business Bank
|
$
|
1,024
|
|
|
85
|
%
|
|
$
|
755
|
|
|
90
|
%
|
|
$
|
613
|
|
|
99
|
%
|
Retail Bank
|
65
|
|
|
5
|
|
|
(6
|
)
|
|
(1
|
)
|
|
(61
|
)
|
|
(10
|
)
|
|||
Wealth Management
|
121
|
|
|
10
|
|
|
87
|
|
|
11
|
|
|
68
|
|
|
11
|
|
|||
|
1,210
|
|
|
100
|
%
|
|
836
|
|
|
100
|
%
|
|
620
|
|
|
100
|
%
|
|||
Finance
|
(1
|
)
|
|
|
|
(23
|
)
|
|
|
|
(146
|
)
|
|
|
||||||
Other (a)
|
26
|
|
|
|
|
(70
|
)
|
|
|
|
3
|
|
|
|
||||||
Total
|
$
|
1,235
|
|
|
|
|
$
|
743
|
|
|
|
|
$
|
477
|
|
|
|
(dollar amounts in millions)
|
|
|
|
|
|
|||||||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Michigan
|
$
|
326
|
|
|
27
|
%
|
|
$
|
247
|
|
|
30
|
%
|
|
$
|
210
|
|
|
33
|
%
|
California
|
375
|
|
|
31
|
|
|
229
|
|
|
27
|
|
|
246
|
|
|
40
|
|
|||
Texas
|
229
|
|
|
19
|
|
|
175
|
|
|
21
|
|
|
(39
|
)
|
|
(6
|
)
|
|||
Other Markets
|
280
|
|
|
23
|
|
|
185
|
|
|
22
|
|
|
203
|
|
|
33
|
|
|||
|
1,210
|
|
|
100
|
%
|
|
836
|
|
|
100
|
%
|
|
620
|
|
|
100
|
%
|
|||
Finance & Other (a)
|
25
|
|
|
|
|
(93
|
)
|
|
|
|
(143
|
)
|
|
|
||||||
Total
|
$
|
1,235
|
|
|
|
|
$
|
743
|
|
|
|
|
$
|
477
|
|
|
|
December 31
|
2018
|
|
2017
|
|
2016
|
|||
Michigan
|
193
|
|
|
194
|
|
|
209
|
|
Texas
|
122
|
|
|
122
|
|
|
127
|
|
California
|
96
|
|
|
97
|
|
|
97
|
|
Other Markets:
|
|
|
|
|
|
|||
Arizona
|
17
|
|
|
17
|
|
|
17
|
|
Florida
|
7
|
|
|
7
|
|
|
7
|
|
Canada
|
1
|
|
1
|
|
|
1
|
|
|
Total Other Markets
|
25
|
|
|
25
|
|
|
25
|
|
Total
|
436
|
|
|
438
|
|
|
458
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
2,727
|
|
|
$
|
2,727
|
|
|
$
|
2,779
|
|
|
$
|
2,763
|
|
|
$
|
526
|
|
Residential mortgage-backed securities (a)
|
9,318
|
|
(b)
|
8,124
|
|
|
7,872
|
|
|
7,545
|
|
|
7,274
|
|
|||||
State and municipal securities
|
—
|
|
|
5
|
|
|
7
|
|
|
9
|
|
|
23
|
|
|||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
51
|
|
|||||
Equity and other non-debt securities
|
—
|
|
|
82
|
|
|
129
|
|
|
201
|
|
|
242
|
|
|||||
Total investment securities available-for-sale
|
12,045
|
|
|
10,938
|
|
|
10,787
|
|
|
10,519
|
|
|
8,116
|
|
|||||
Investment securities held to maturity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage-backed securities (a)
|
—
|
|
(b)
|
1,266
|
|
|
1,582
|
|
|
1,981
|
|
|
1,935
|
|
|||||
Total investment securities
|
$
|
12,045
|
|
|
$
|
12,204
|
|
|
$
|
12,369
|
|
|
$
|
12,500
|
|
|
$
|
10,051
|
|
Commercial loans
|
$
|
31,976
|
|
|
$
|
31,060
|
|
|
$
|
30,994
|
|
|
$
|
31,659
|
|
|
$
|
31,520
|
|
Real estate construction loans
|
3,077
|
|
|
2,961
|
|
|
2,869
|
|
|
2,001
|
|
|
1,955
|
|
|||||
Commercial mortgage loans
|
9,106
|
|
|
9,159
|
|
|
8,931
|
|
|
8,977
|
|
|
8,604
|
|
|||||
Lease financing
|
507
|
|
|
468
|
|
|
572
|
|
|
724
|
|
|
805
|
|
|||||
International loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Banks and other financial institutions
|
—
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
31
|
|
|||||
Commercial and industrial
|
1,013
|
|
|
979
|
|
|
1,256
|
|
|
1,368
|
|
|
1,465
|
|
|||||
Total international loans
|
1,013
|
|
|
983
|
|
|
1,258
|
|
|
1,368
|
|
|
1,496
|
|
|||||
Residential mortgage loans
|
1,970
|
|
|
1,988
|
|
|
1,942
|
|
|
1,870
|
|
|
1,831
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,765
|
|
|
1,816
|
|
|
1,800
|
|
|
1,720
|
|
|
1,658
|
|
|||||
Other consumer
|
749
|
|
|
738
|
|
|
722
|
|
|
765
|
|
|
724
|
|
|||||
Total consumer loans
|
2,514
|
|
|
2,554
|
|
|
2,522
|
|
|
2,485
|
|
|
2,382
|
|
|||||
Total loans
|
$
|
50,163
|
|
|
$
|
49,173
|
|
|
$
|
49,088
|
|
|
$
|
49,084
|
|
|
$
|
48,593
|
|
(a)
|
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(b)
|
Effective with the adoption of ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” on January 1, 2018, the Corporation transferred residential mortgage-backed securities with a book value of approximately $1.3 billion from held-to-maturity to available-for-sale.
|
(dollar amounts in millions)
|
|
|
|
|
Percent
Change
|
|||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
Change
|
|
||||||||
By Business Line:
|
|
|
|
|
|
|
|
|||||||
General Middle Market
|
$
|
11,800
|
|
|
$
|
11,873
|
|
|
$
|
(73
|
)
|
|
(1
|
)%
|
National Dealer Services
|
7,294
|
|
|
6,953
|
|
|
341
|
|
|
5
|
|
|||
Energy
|
1,868
|
|
|
2,075
|
|
|
(207
|
)
|
|
(10
|
)
|
|||
Technology and Life Sciences
|
3,808
|
|
|
3,281
|
|
|
527
|
|
|
16
|
|
|||
Environmental Services
|
1,099
|
|
|
924
|
|
|
175
|
|
|
19
|
|
|||
Entertainment
|
731
|
|
|
659
|
|
|
72
|
|
|
11
|
|
|||
Total Middle Market
|
26,600
|
|
|
25,765
|
|
|
835
|
|
|
3
|
|
|||
Corporate Banking
|
4,337
|
|
|
4,682
|
|
|
(345
|
)
|
|
(7
|
)
|
|||
Mortgage Banker Finance
|
1,716
|
|
|
1,768
|
|
|
(52
|
)
|
|
(3
|
)
|
|||
Commercial Real Estate
|
5,287
|
|
|
5,230
|
|
|
57
|
|
|
1
|
|
|||
Small Business
|
3,678
|
|
|
3,796
|
|
|
(118
|
)
|
|
(3
|
)
|
|||
Total Business Bank
|
41,618
|
|
|
41,241
|
|
|
377
|
|
|
1
|
|
|||
Total Retail Bank
|
2,067
|
|
|
2,061
|
|
|
6
|
|
|
—
|
|
|||
Total Wealth Management
|
5,081
|
|
|
5,256
|
|
|
(175
|
)
|
|
(3
|
)
|
|||
Total loans
|
$
|
48,766
|
|
|
$
|
48,558
|
|
|
$
|
208
|
|
|
—
|
%
|
By Loan Type:
|
|
|
|
|
|
|
|
|||||||
Commercial
|
$
|
30,534
|
|
|
$
|
30,415
|
|
|
$
|
119
|
|
|
—
|
%
|
Real estate construction loans
|
3,155
|
|
|
2,958
|
|
|
197
|
|
|
7
|
|
|||
Commercial mortgage loans
|
9,131
|
|
|
9,005
|
|
|
126
|
|
|
1
|
|
|||
Lease financing
|
470
|
|
|
509
|
|
|
(39
|
)
|
|
(8
|
)
|
|||
International loans
|
1,021
|
|
|
1,157
|
|
|
(136
|
)
|
|
(12
|
)
|
|||
Residential mortgage loans
|
1,983
|
|
|
1,989
|
|
|
(6
|
)
|
|
—
|
|
|||
Consumer loans:
|
|
|
|
|
|
|
|
|||||||
Home equity
|
1,749
|
|
|
1,794
|
|
|
(45
|
)
|
|
(3
|
)
|
|||
Other consumer
|
723
|
|
|
731
|
|
|
(8
|
)
|
|
(1
|
)
|
|||
Total consumer loans
|
2,472
|
|
|
2,525
|
|
|
(53
|
)
|
|
(2
|
)
|
|||
Total loans
|
$
|
48,766
|
|
|
$
|
48,558
|
|
|
$
|
208
|
|
|
—
|
%
|
By Geographic Market:
|
|
|
|
|
|
|
|
|||||||
Michigan
|
$
|
12,531
|
|
|
$
|
12,677
|
|
|
$
|
(146
|
)
|
|
(1
|
)%
|
California
|
18,283
|
|
|
18,008
|
|
|
275
|
|
|
2
|
|
|||
Texas
|
9,821
|
|
|
9,969
|
|
|
(148
|
)
|
|
(1
|
)
|
|||
Other Markets
|
8,131
|
|
|
7,904
|
|
|
227
|
|
|
3
|
|
|||
Total loans
|
$
|
48,766
|
|
|
$
|
48,558
|
|
|
$
|
208
|
|
|
—
|
%
|
|
Maturity (a)
|
Weighted
Average
Maturity
|
|||||||||||||||||||||||||
(dollar amounts in millions)
|
Within 1 Year
|
1 - 5 Years
|
5 - 10 Years
|
After 10 Years
|
Total
|
||||||||||||||||||||||
December 31, 2018
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Amount
|
Yield
|
Years
|
||||||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
100
|
|
1.42
|
%
|
$
|
2,627
|
|
2.34
|
%
|
$
|
—
|
|
—
|
%
|
$
|
—
|
|
—
|
%
|
$
|
2,727
|
|
2.30
|
%
|
2.3
|
|
Residential mortgage-backed securities (b)
|
—
|
|
—
|
|
15
|
|
2.70
|
|
1,502
|
|
2.43
|
|
7,801
|
|
2.36
|
|
9,318
|
|
2.37
|
|
19.7
|
|
|||||
Total investment securities
|
$
|
100
|
|
1.42
|
%
|
$
|
2,642
|
|
2.34
|
%
|
$
|
1,502
|
|
2.43
|
%
|
$
|
7,801
|
|
2.36
|
%
|
$
|
12,045
|
|
2.35
|
%
|
15.8
|
|
(dollar amounts in millions)
|
|
|
|
|
|
|
Percent
Change
|
|||||||
Years Ended December 31
|
2018
|
|
2017
|
|
Change
|
|
||||||||
Noninterest-bearing deposits
|
$
|
29,241
|
|
|
$
|
31,013
|
|
|
$
|
(1,772
|
)
|
|
(6
|
)%
|
Money market and interest-bearing checking deposits
|
22,378
|
|
|
21,585
|
|
|
793
|
|
|
4
|
|
|||
Savings deposits
|
2,199
|
|
|
2,133
|
|
|
66
|
|
|
3
|
|
|||
Customer certificates of deposit
|
2,092
|
|
|
2,471
|
|
|
(379
|
)
|
|
(15
|
)
|
|||
Foreign office time deposits
|
25
|
|
|
56
|
|
|
(31
|
)
|
|
(56
|
)
|
|||
Total deposits
|
$
|
55,935
|
|
|
$
|
57,258
|
|
|
$
|
(1,323
|
)
|
|
(2
|
)%
|
Short-term borrowings
|
$
|
62
|
|
|
$
|
277
|
|
|
$
|
(215
|
)
|
|
(78
|
)%
|
Medium- and long-term debt
|
5,842
|
|
|
4,969
|
|
|
873
|
|
|
18
|
|
|||
Total borrowed funds
|
$
|
5,904
|
|
|
$
|
5,246
|
|
|
$
|
658
|
|
|
13
|
%
|
(in millions)
|
|
|
|
||||
Balance at January 1, 2018
|
|
|
$
|
7,963
|
|
||
Cumulative effect of change in accounting principles
|
|
|
15
|
|
|||
Net income
|
|
|
1,235
|
|
|||
Cash dividends declared on common stock
|
|
|
(309
|
)
|
|||
Purchase of common stock
|
|
|
(1,329
|
)
|
|||
Other comprehensive loss:
|
|
|
|
||||
Investment securities available-for-sale
|
$
|
(38
|
)
|
|
|
||
Defined benefit and other postretirement plans
|
(121
|
)
|
|
|
|||
Total other comprehensive loss
|
|
|
(159
|
)
|
|||
Issuance of common stock under employee stock plans
|
|
|
43
|
|
|||
Share-based compensation
|
|
|
48
|
|
|||
Balance at December 31, 2018
|
|
|
$
|
7,507
|
|
(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
|
|||||
First quarter 2018
|
1,565
|
|
|
8,714
|
|
|
1,674
|
|
|
$
|
95.16
|
|
Second quarter 2018
|
1,755
|
|
|
6,952
|
|
|
1,759
|
|
|
96.32
|
|
|
Third quarter 2018
|
5,137
|
|
|
11,706
|
|
(d)
|
5,143
|
|
|
97.32
|
|
|
Fourth quarter 2018
|
6,316
|
|
|
4,707
|
|
|
6,318
|
|
|
79.16
|
|
|
Total 2018
|
14,773
|
|
|
4,707
|
|
|
14,894
|
|
|
$
|
89.26
|
|
(a)
|
The Corporation made no repurchases of warrants under the repurchase program during the year ended
December 31, 2018
. 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, 2018
, the Corporation withheld the equivalent of approximately
309,000
shares to cover an aggregate of
$9 million
in exercise price and issued approximately
585,000
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. All unexercised warrants expired in fourth quarter 2018.
|
(b)
|
Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs. In January 2019, the Board rescinded its warrant repurchase authorization following the expiration of all unexercised warrants.
|
(c)
|
Includes approximately
121,000
shares purchased pursuant to deferred compensation plans and shares purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan during the year ended
December 31, 2018
. These transactions are not considered part of the Corporation's repurchase program.
|
(d)
|
Includes
July 24, 2018
equity repurchase authorization for an additional
10 million
shares.
|
(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 increases to 2.5% on January 1, 2019. The capital conservation buffer indicated above is as of
December 31, 2018
.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
(dollar amounts in millions)
|
Capital/Assets
|
|
Ratio
|
|
Capital/Assets
|
|
Ratio
|
||||||
Common equity tier 1 and tier 1 risk-based
|
$
|
7,470
|
|
|
11.14
|
%
|
|
$
|
7,773
|
|
|
11.68
|
%
|
Total risk-based
|
8,855
|
|
|
13.21
|
|
|
9,211
|
|
|
13.84
|
|
||
Leverage
|
7,470
|
|
|
10.51
|
|
|
7,773
|
|
|
10.89
|
|
||
Common equity
|
7,507
|
|
|
10.60
|
|
|
7,963
|
|
|
11.13
|
|
||
Tangible common equity (a)
|
6,866
|
|
|
9.78
|
|
|
7,320
|
|
|
10.32
|
|
||
Risk-weighted assets
|
67,047
|
|
|
|
|
66,575
|
|
|
|
(a)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|||
Allowance for loan losses as a percentage of total loans at end of year
|
1.34
|
%
|
|
1.45
|
%
|
|
1.49
|
%
|
Allowance for loan losses as a multiple of total nonperforming loans at end of year
|
2.9x
|
|
|
1.7x
|
|
|
1.2x
|
|
Allowance for loan losses as a multiple of total net loan charge-offs for the year
|
13.1x
|
|
|
7.7x
|
|
|
5.0x
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||
(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
|
$
|
492
|
|
1.54
|
%
|
64
|
%
|
|
$
|
521
|
|
63
|
%
|
|
$
|
547
|
|
63
|
%
|
|
$
|
448
|
|
65
|
%
|
|
$
|
379
|
|
65
|
%
|
Real estate construction
|
19
|
|
0.62
|
|
6
|
|
|
19
|
|
6
|
|
|
21
|
|
6
|
|
|
12
|
|
4
|
|
|
20
|
|
4
|
|
|||||
Commercial mortgage
|
99
|
|
1.08
|
|
18
|
|
|
91
|
|
19
|
|
|
93
|
|
18
|
|
|
93
|
|
18
|
|
|
120
|
|
18
|
|
|||||
Lease financing
|
4
|
|
0.70
|
|
1
|
|
|
12
|
|
1
|
|
|
5
|
|
1
|
|
|
3
|
|
1
|
|
|
2
|
|
1
|
|
|||||
International
|
13
|
|
1.31
|
|
2
|
|
|
18
|
|
2
|
|
|
16
|
|
3
|
|
|
23
|
|
3
|
|
|
13
|
|
3
|
|
|||||
Total business loans
|
627
|
|
1.37
|
|
91
|
|
|
661
|
|
91
|
|
|
682
|
|
91
|
|
|
579
|
|
91
|
|
|
534
|
|
91
|
|
|||||
Retail loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential mortgage
|
9
|
|
0.43
|
|
4
|
|
|
13
|
|
4
|
|
|
11
|
|
4
|
|
|
14
|
|
4
|
|
|
14
|
|
4
|
|
|||||
Consumer
|
35
|
|
1.40
|
|
5
|
|
|
38
|
|
5
|
|
|
37
|
|
5
|
|
|
41
|
|
5
|
|
|
46
|
|
5
|
|
|||||
Total retail loans
|
44
|
|
0.97
|
|
9
|
|
|
51
|
|
9
|
|
|
48
|
|
9
|
|
|
55
|
|
9
|
|
|
60
|
|
9
|
|
|||||
Total loans
|
$
|
671
|
|
1.34
|
%
|
100
|
%
|
|
$
|
712
|
|
100
|
%
|
|
$
|
730
|
|
100
|
%
|
|
$
|
634
|
|
100
|
%
|
|
$
|
594
|
|
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
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
141
|
|
|
$
|
309
|
|
|
$
|
445
|
|
|
$
|
238
|
|
|
$
|
109
|
|
Real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Commercial mortgage
|
20
|
|
|
31
|
|
|
46
|
|
|
60
|
|
|
95
|
|
|||||
Lease financing
|
2
|
|
|
4
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|||||
International
|
3
|
|
|
6
|
|
|
14
|
|
|
8
|
|
|
—
|
|
|||||
Total nonaccrual business loans
|
166
|
|
|
350
|
|
|
511
|
|
|
313
|
|
|
206
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
36
|
|
|
31
|
|
|
39
|
|
|
27
|
|
|
36
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
19
|
|
|
21
|
|
|
28
|
|
|
27
|
|
|
30
|
|
|||||
Other consumer
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|||||
Total consumer
|
19
|
|
|
21
|
|
|
32
|
|
|
27
|
|
|
31
|
|
|||||
Total nonaccrual retail loans
|
55
|
|
|
52
|
|
|
71
|
|
|
54
|
|
|
67
|
|
|||||
Total nonaccrual loans
|
221
|
|
|
402
|
|
|
582
|
|
|
367
|
|
|
273
|
|
|||||
Reduced-rate loans
|
8
|
|
|
8
|
|
|
8
|
|
|
12
|
|
|
17
|
|
|||||
Total nonperforming loans
|
229
|
|
|
410
|
|
|
590
|
|
|
379
|
|
|
290
|
|
|||||
Foreclosed property
|
1
|
|
|
5
|
|
|
17
|
|
|
12
|
|
|
10
|
|
|||||
Total nonperforming assets
|
$
|
230
|
|
|
$
|
415
|
|
|
$
|
607
|
|
|
$
|
391
|
|
|
$
|
300
|
|
Gross interest income that would have been recorded had the nonaccrual and reduced-rate loans performed in accordance with original terms
|
$
|
19
|
|
|
$
|
31
|
|
|
$
|
38
|
|
|
$
|
27
|
|
|
$
|
25
|
|
Interest income recognized
|
4
|
|
|
7
|
|
|
6
|
|
|
5
|
|
|
6
|
|
|||||
Nonperforming loans as a percentage of total loans
|
0.46
|
%
|
|
0.83
|
%
|
|
1.20
|
%
|
|
0.77
|
%
|
|
0.60
|
%
|
|||||
Loans past due 90 days or more and still accruing
|
$
|
16
|
|
|
$
|
35
|
|
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
5
|
|
Loans past due 90 days or more and still accruing as a percentage of total loans
|
0.03
|
%
|
|
0.07
|
%
|
|
0.04
|
%
|
|
0.03
|
%
|
|
0.01
|
%
|
(a)
|
TDRs that do not include a reduction in the original contractual interest rate which are performing in accordance with their modified terms.
|
(a)
|
Based on an analysis of nonaccrual loans with book balances greater than $2 million.
|
(b)
|
Includes net changes related to nonaccrual loans with balances less than $2 million, payments on nonaccrual loans with book balances greater than $2 million and transfers of nonaccrual loans to foreclosed property.
|
|
2018
|
|
2017
|
||||||||||
(dollar amounts in millions)
|
Number of
Borrowers
|
|
Balance
|
|
Number of
Borrowers
|
|
Balance
|
||||||
Under $2 million
|
799
|
|
|
$
|
78
|
|
|
939
|
|
|
$
|
85
|
|
$2 million - $5 million
|
14
|
|
|
41
|
|
|
16
|
|
|
47
|
|
||
$5 million - $10 million
|
10
|
|
|
69
|
|
|
12
|
|
|
93
|
|
||
$10 million - $25 million
|
2
|
|
|
33
|
|
|
8
|
|
|
130
|
|
||
Greater than $25 million
|
—
|
|
|
—
|
|
|
1
|
|
|
47
|
|
||
Total
|
825
|
|
|
$
|
221
|
|
|
976
|
|
|
$
|
402
|
|
|
December 31, 2018
|
|
Year Ended December 31, 2018
|
|||||||||||||||||
(dollar amounts in millions)
|
Nonaccrual Loans
|
|
Loans Transferred to
Nonaccrual (a)
|
|
Net Loan Charge-Offs (Recoveries)
|
|||||||||||||||
Industry Category
|
|
|
||||||||||||||||||
Mining, Quarrying and Oil & Gas Extraction
|
$
|
50
|
|
|
23
|
%
|
|
$
|
30
|
|
|
15
|
%
|
|
$
|
9
|
|
|
16
|
%
|
Residential Mortgage
|
36
|
|
|
16
|
|
|
10
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||
Manufacturing
|
33
|
|
|
15
|
|
|
91
|
|
|
45
|
|
|
19
|
|
|
37
|
|
|||
Health Care & Social Assistance
|
18
|
|
|
8
|
|
|
14
|
|
|
7
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Services
|
14
|
|
|
6
|
|
|
19
|
|
|
10
|
|
|
10
|
|
|
20
|
|
|||
Contractors
|
13
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|||
Real Estate & Home Builders
|
8
|
|
|
4
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
4
|
|
|||
Wholesale Trade
|
7
|
|
|
3
|
|
|
19
|
|
|
10
|
|
|
13
|
|
|
25
|
|
|||
Information & Communication
|
5
|
|
|
2
|
|
|
5
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|||
Other (b)
|
37
|
|
|
17
|
|
|
6
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
221
|
|
|
100
|
%
|
|
$
|
197
|
|
|
100
|
%
|
|
$
|
51
|
|
|
100
|
%
|
(a)
|
Based on an analysis of nonaccrual loans with book balances greater than $2 million.
|
(b)
|
Consumer, excluding residential mortgage and certain personal purpose nonaccrual loans and net charge-offs, is included in the Other category.
|
|
2018
|
|
2017
|
||||||||||
(in millions)
|
Loans
Outstanding
|
|
Percent of
Total Loans
|
|
Loans
Outstanding
|
|
Percent of
Total Loans
|
||||||
December 31
|
|
|
|
||||||||||
Production:
|
|
|
|
|
|
|
|
||||||
Domestic
|
$
|
946
|
|
|
|
|
$
|
1,007
|
|
|
|
||
Foreign
|
385
|
|
|
|
|
337
|
|
|
|
||||
Total production
|
1,331
|
|
|
2.7
|
%
|
|
1,344
|
|
|
2.7
|
%
|
||
Dealer:
|
|
|
|
|
|
|
|
||||||
Floor plan
|
4,678
|
|
|
|
|
4,359
|
|
|
|
||||
Other
|
3,419
|
|
|
|
|
3,233
|
|
|
|
||||
Total dealer
|
8,097
|
|
|
16.1
|
%
|
|
7,592
|
|
|
15.5
|
%
|
||
Total automotive
|
$
|
9,428
|
|
|
18.8
|
%
|
|
$
|
8,936
|
|
|
18.2
|
%
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
2018
|
|
2017
|
||||||||||||||||||||||||
(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
|
$
|
406
|
|
|
21
|
%
|
|
$
|
650
|
|
|
37
|
%
|
|
$
|
387
|
|
|
19
|
%
|
|
$
|
705
|
|
|
39
|
%
|
California
|
993
|
|
|
50
|
|
|
710
|
|
|
40
|
|
|
1,023
|
|
|
52
|
|
|
718
|
|
|
40
|
|
||||
Texas
|
310
|
|
|
16
|
|
|
346
|
|
|
20
|
|
|
297
|
|
|
15
|
|
|
335
|
|
|
18
|
|
||||
Other Markets
|
261
|
|
|
13
|
|
|
59
|
|
|
3
|
|
|
281
|
|
|
14
|
|
|
58
|
|
|
3
|
|
||||
Total
|
$
|
1,970
|
|
|
100
|
%
|
|
$
|
1,765
|
|
|
100
|
%
|
|
$
|
1,988
|
|
|
100
|
%
|
|
$
|
1,816
|
|
|
100
|
%
|
(a)
|
Includes nonaccrual loans.
|
|
Estimated Annual Change
|
||||||||||||
(in millions)
|
2018
|
|
2017
|
||||||||||
December 31
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Change in Interest Rates:
|
|
|
|
|
|
|
|
||||||
Rising 200 basis points
|
$
|
142
|
|
|
6
|
%
|
|
$
|
197
|
|
|
9
|
%
|
Declining 200 basis points
|
(313
|
)
|
|
(12
|
)
|
|
(283
|
)
|
|
(13
|
)
|
(in millions)
|
2018
|
|
2017
|
||||||||||
December 31
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Change in Interest Rates:
|
|
|
|
|
|
|
|
||||||
Rising 200 basis points
|
$
|
711
|
|
|
6
|
%
|
|
$
|
1,188
|
|
|
9
|
%
|
Declining 200 basis points
|
(2,769
|
)
|
|
(21
|
)
|
|
(2,635
|
)
|
|
(20
|
)
|
|
Loans Maturing
|
||||||||||||||
(in millions)
December 31, 2018
|
Within One
Year (a)
|
|
After One
But Within
Five Years
|
|
After
Five Years
|
|
Total
|
||||||||
Commercial loans
|
$
|
15,175
|
|
|
$
|
15,706
|
|
|
$
|
1,095
|
|
|
$
|
31,976
|
|
Real estate construction loans
|
1,408
|
|
|
1,589
|
|
|
80
|
|
|
3,077
|
|
||||
Commercial mortgage loans
|
1,653
|
|
|
4,793
|
|
|
2,660
|
|
|
9,106
|
|
||||
International loans
|
456
|
|
|
543
|
|
|
14
|
|
|
1,013
|
|
||||
Total
|
$
|
18,692
|
|
|
$
|
22,631
|
|
|
$
|
3,849
|
|
|
$
|
45,172
|
|
Sensitivity of loans to changes in interest rates:
|
|
|
|
|
|
|
|
||||||||
Predetermined (fixed) interest rates
|
$
|
711
|
|
|
$
|
2,397
|
|
|
$
|
570
|
|
|
$
|
3,678
|
|
Floating interest rates
|
17,981
|
|
|
20,234
|
|
|
3,279
|
|
|
41,494
|
|
||||
Total
|
$
|
18,692
|
|
|
$
|
22,631
|
|
|
$
|
3,849
|
|
|
$
|
45,172
|
|
(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, 2017
|
$
|
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
|
|
Additions
|
850
|
|
|
10,095
|
|
|
10,945
|
|
|||
Maturities/amortizations
|
—
|
|
|
(10,443
|
)
|
|
(10,443
|
)
|
|||
Balance at December 31, 2018
|
$
|
2,625
|
|
|
$
|
302
|
|
|
$
|
2,927
|
|
(in millions)
Customer-Initiated and Other Notional Activity
|
Interest
Rate
Contracts
|
|
Energy
Derivative
Contracts
|
|
Foreign
Exchange
Contracts
|
|
Totals
|
||||||||
Balance at January 1, 2017
|
$
|
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
|
|
Additions
|
4,245
|
|
|
2,287
|
|
|
50,220
|
|
|
56,752
|
|
||||
Maturities/amortizations
|
(2,195
|
)
|
|
(1,481
|
)
|
|
(50,639
|
)
|
|
(54,315
|
)
|
||||
Terminations
|
(1,554
|
)
|
|
(3
|
)
|
|
(370
|
)
|
|
(1,927
|
)
|
||||
Balance at December 31, 2018
|
$
|
14,885
|
|
|
$
|
2,650
|
|
|
$
|
1,095
|
|
|
$
|
18,630
|
|
|
Minimum Payments Due by Period
|
||||||||||||||||||
(in millions)
December 31, 2018
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Deposits without a stated maturity (a)
|
$
|
53,422
|
|
|
$
|
53,422
|
|
|
|
|
|
|
|
|
|
|
|||
Certificates of deposit and other deposits with a stated maturity (a)
|
2,139
|
|
|
1,614
|
|
|
472
|
|
|
28
|
|
|
25
|
|
|||||
Short-term borrowings (a)
|
44
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt (a)
|
6,425
|
|
|
350
|
|
|
675
|
|
|
850
|
|
|
4,550
|
|
|||||
Operating leases
|
377
|
|
|
67
|
|
|
109
|
|
|
74
|
|
|
127
|
|
|||||
Commitments to fund low income housing partnerships
|
165
|
|
|
101
|
|
|
45
|
|
|
5
|
|
|
14
|
|
|||||
Other long-term obligations (b)
|
348
|
|
|
87
|
|
|
83
|
|
|
38
|
|
|
140
|
|
|||||
Total contractual obligations
|
$
|
62,920
|
|
|
$
|
55,685
|
|
|
$
|
1,384
|
|
|
$
|
995
|
|
|
$
|
4,856
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Medium- and long-term debt (parent company only) (a) (c)
|
$
|
1,450
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
850
|
|
|
$
|
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, 2018
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Unused commitments to extend credit
|
$
|
27,267
|
|
|
$
|
7,878
|
|
|
$
|
8,733
|
|
|
$
|
7,860
|
|
|
$
|
2,796
|
|
Standby letters of credit and financial guarantees
|
3,244
|
|
|
2,791
|
|
|
268
|
|
|
119
|
|
|
66
|
|
|||||
Commercial letters of credit
|
39
|
|
|
37
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
30,550
|
|
|
$
|
10,706
|
|
|
$
|
9,001
|
|
|
$
|
7,981
|
|
|
$
|
2,862
|
|
|
Comerica Incorporated
|
|
Comerica Bank
|
||||
December 31, 2018
|
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
|
4.37
|
%
|
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-2018
|
|
Mortality improvement scale (a)
|
MP-2018
|
|
(a)
|
Issued by the Society of Actuaries in October 2018.
|
(dollar amounts in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Tangible Common Equity Ratio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shareholders' equity
|
$
|
7,507
|
|
|
$
|
7,963
|
|
|
$
|
7,796
|
|
|
$
|
7,560
|
|
|
$
|
7,402
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
635
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|||||
Other intangible assets
|
6
|
|
|
8
|
|
|
10
|
|
|
14
|
|
|
15
|
|
|||||
Tangible common equity
|
$
|
6,866
|
|
|
$
|
7,320
|
|
|
$
|
7,151
|
|
|
$
|
6,911
|
|
|
$
|
6,752
|
|
Total assets
|
$
|
70,818
|
|
|
$
|
71,567
|
|
|
$
|
72,978
|
|
|
$
|
71,877
|
|
|
$
|
69,186
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
635
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|
635
|
|
|||||
Other intangible assets
|
6
|
|
|
8
|
|
|
10
|
|
|
14
|
|
|
15
|
|
|||||
Tangible assets
|
$
|
70,177
|
|
|
$
|
70,924
|
|
|
$
|
72,333
|
|
|
$
|
71,228
|
|
|
$
|
68,536
|
|
Common equity ratio
|
10.60
|
%
|
|
11.13
|
%
|
|
10.68
|
%
|
|
10.52
|
%
|
|
10.70
|
%
|
|||||
Tangible common equity ratio
|
9.78
|
|
|
10.32
|
|
|
9.89
|
|
|
9.70
|
|
|
9.85
|
|
|||||
Tangible Common Equity per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shareholders' equity
|
$
|
7,507
|
|
|
$
|
7,963
|
|
|
$
|
7,796
|
|
|
$
|
7,560
|
|
|
$
|
7,402
|
|
Tangible common equity
|
6,866
|
|
|
7,320
|
|
|
7,151
|
|
|
6,911
|
|
|
6,752
|
|
|||||
Shares of common stock outstanding (in millions)
|
160
|
|
|
173
|
|
|
175
|
|
|
176
|
|
|
179
|
|
|||||
Common shareholders' equity per share of common stock
|
$
|
46.89
|
|
|
$
|
46.07
|
|
|
$
|
44.47
|
|
|
$
|
43.03
|
|
|
$
|
41.35
|
|
Tangible common equity per share of common stock
|
42.89
|
|
|
42.34
|
|
|
40.79
|
|
|
39.33
|
|
|
37.72
|
|
•
|
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;
|
•
|
t
he Corporation’s operational or security systems or infrastructure, or those of third parties, could fail or be breached;
|
•
|
the Corporation relies on other companies to provide certain key components of its delivery systems, and certain failures could materially adversely affect operations;
|
•
|
security risks, including denial of service attacks, hacking, social engineering attacks targeting the Corporation’s colleagues and customers, malware intrusion or data corruption attempts, and identity theft, could result in the disclosure of confidential information;
|
•
|
proposed revenue enhancements and efficiency improvements under the GEAR Up initiative may not be achieved;
|
•
|
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 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;
|
•
|
cybersecurity and data privacy are areas of heightened legislative and regulatory focus;
|
•
|
fluctuations in interest rates and their impact on deposit pricing could adversely affect the Corporation's net interest income and balance sheet;
|
•
|
developments impacting LIBOR and other interest rate benchmarks could adversely affect the Corporation;
|
•
|
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 may not be able to utilize technology to develop, market and deliver new products and services to its customers;
|
•
|
competitive product and pricing pressures 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 impacts of future legislative, administrative or judicial changes or interpretations to tax regulations are unknown;
|
•
|
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;
|
•
|
the Corporation may incur losses due to fraud;
|
•
|
terrorist activities or other hostilities could cause adverse effects;
|
•
|
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;
|
•
|
controls and procedures may fail to prevent or detect all errors or acts of fraud; and
|
•
|
the Corporation's stock price can be volatile.
|
(in millions, except share data)
|
|
|
|
||||
December 31
|
2018
|
|
2017
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
1,390
|
|
|
$
|
1,438
|
|
|
|
|
|
||||
Interest-bearing deposits with banks
|
3,171
|
|
|
4,407
|
|
||
Other short-term investments
|
134
|
|
|
96
|
|
||
|
|
|
|
||||
Investment securities available-for-sale
|
12,045
|
|
|
10,938
|
|
||
Investment securities held-to-maturity
|
—
|
|
|
1,266
|
|
||
|
|
|
|
||||
Commercial loans
|
31,976
|
|
|
31,060
|
|
||
Real estate construction loans
|
3,077
|
|
|
2,961
|
|
||
Commercial mortgage loans
|
9,106
|
|
|
9,159
|
|
||
Lease financing
|
507
|
|
|
468
|
|
||
International loans
|
1,013
|
|
|
983
|
|
||
Residential mortgage loans
|
1,970
|
|
|
1,988
|
|
||
Consumer loans
|
2,514
|
|
|
2,554
|
|
||
Total loans
|
50,163
|
|
|
49,173
|
|
||
Less allowance for loan losses
|
(671
|
)
|
|
(712
|
)
|
||
Net loans
|
49,492
|
|
|
48,461
|
|
||
Premises and equipment
|
475
|
|
|
466
|
|
||
Accrued income and other assets
|
4,111
|
|
|
4,495
|
|
||
Total assets
|
$
|
70,818
|
|
|
$
|
71,567
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Noninterest-bearing deposits
|
$
|
28,690
|
|
|
$
|
32,071
|
|
|
|
|
|
||||
Money market and interest-bearing checking deposits
|
22,560
|
|
|
21,500
|
|
||
Savings deposits
|
2,172
|
|
|
2,152
|
|
||
Customer certificates of deposit
|
2,131
|
|
|
2,165
|
|
||
Foreign office time deposits
|
8
|
|
|
15
|
|
||
Total interest-bearing deposits
|
26,871
|
|
|
25,832
|
|
||
Total deposits
|
55,561
|
|
|
57,903
|
|
||
Short-term borrowings
|
44
|
|
|
10
|
|
||
Accrued expenses and other liabilities
|
1,243
|
|
|
1,069
|
|
||
Medium- and long-term debt
|
6,463
|
|
|
4,622
|
|
||
Total liabilities
|
63,311
|
|
|
63,604
|
|
||
|
|
|
|
||||
Common stock - $5 par value:
|
|
|
|
||||
Authorized - 325,000,000 shares
|
|
|
|
||||
Issued - 228,164,824 shares
|
1,141
|
|
|
1,141
|
|
||
Capital surplus
|
2,148
|
|
|
2,122
|
|
||
Accumulated other comprehensive loss
|
(609
|
)
|
|
(451
|
)
|
||
Retained earnings
|
8,781
|
|
|
7,887
|
|
||
Less cost of common stock in treasury - 68,081,176 shares at 12/31/18 and 55,306,483 shares at 12/31/17
|
(3,954
|
)
|
|
(2,736
|
)
|
||
Total shareholders’ equity
|
7,507
|
|
|
7,963
|
|
||
Total liabilities and shareholders’ equity
|
$
|
70,818
|
|
|
$
|
71,567
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
INTEREST INCOME
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
2,262
|
|
|
$
|
1,872
|
|
|
$
|
1,635
|
|
Interest on investment securities
|
265
|
|
|
250
|
|
|
247
|
|
|||
Interest on short-term investments
|
92
|
|
|
60
|
|
|
27
|
|
|||
Total interest income
|
2,619
|
|
|
2,182
|
|
|
1,909
|
|
|||
INTEREST EXPENSE
|
|
|
|
|
|
||||||
Interest on deposits
|
122
|
|
|
42
|
|
|
40
|
|
|||
Interest on short-term borrowings
|
1
|
|
|
3
|
|
|
—
|
|
|||
Interest on medium- and long-term debt
|
144
|
|
|
76
|
|
|
72
|
|
|||
Total interest expense
|
267
|
|
|
121
|
|
|
112
|
|
|||
Net interest income
|
2,352
|
|
|
2,061
|
|
|
1,797
|
|
|||
Provision for credit losses
|
(1
|
)
|
|
74
|
|
|
248
|
|
|||
Net interest income after provision for credit losses
|
2,353
|
|
|
1,987
|
|
|
1,549
|
|
|||
NONINTEREST INCOME
|
|
|
|
|
|
||||||
Card fees
|
244
|
|
|
333
|
|
|
303
|
|
|||
Service charges on deposit accounts
|
211
|
|
|
227
|
|
|
219
|
|
|||
Fiduciary income
|
206
|
|
|
198
|
|
|
190
|
|
|||
Commercial lending fees
|
85
|
|
|
85
|
|
|
89
|
|
|||
Foreign exchange income
|
47
|
|
|
45
|
|
|
42
|
|
|||
Letter of credit fees
|
40
|
|
|
45
|
|
|
50
|
|
|||
Bank-owned life insurance
|
39
|
|
|
43
|
|
|
42
|
|
|||
Brokerage fees
|
27
|
|
|
23
|
|
|
19
|
|
|||
Net securities losses
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||
Other noninterest income
|
96
|
|
|
108
|
|
|
97
|
|
|||
Total noninterest income
|
976
|
|
|
1,107
|
|
|
1,051
|
|
|||
NONINTEREST EXPENSES
|
|
|
|
|
|
||||||
Salaries and benefits expense
|
1,009
|
|
|
961
|
|
|
989
|
|
|||
Outside processing fee expense
|
255
|
|
|
366
|
|
|
336
|
|
|||
Net occupancy expense
|
152
|
|
|
154
|
|
|
157
|
|
|||
Software expense
|
125
|
|
|
126
|
|
|
119
|
|
|||
Restructuring charges
|
53
|
|
|
45
|
|
|
93
|
|
|||
Equipment expense
|
48
|
|
|
45
|
|
|
53
|
|
|||
FDIC insurance expense
|
42
|
|
|
51
|
|
|
54
|
|
|||
Advertising expense
|
30
|
|
|
28
|
|
|
21
|
|
|||
Other noninterest expenses
|
80
|
|
|
84
|
|
|
108
|
|
|||
Total noninterest expenses
|
1,794
|
|
|
1,860
|
|
|
1,930
|
|
|||
Income before income taxes
|
1,535
|
|
|
1,234
|
|
|
670
|
|
|||
Provision for income taxes
|
300
|
|
|
491
|
|
|
193
|
|
|||
NET INCOME
|
1,235
|
|
|
743
|
|
|
477
|
|
|||
Less income allocated to participating securities
|
8
|
|
|
5
|
|
|
4
|
|
|||
Net income attributable to common shares
|
$
|
1,227
|
|
|
$
|
738
|
|
|
$
|
473
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
7.31
|
|
|
$
|
4.23
|
|
|
$
|
2.74
|
|
Diluted
|
7.20
|
|
|
4.14
|
|
|
2.68
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared on common stock
|
309
|
|
|
193
|
|
|
154
|
|
|||
Cash dividends declared per common share
|
1.84
|
|
|
1.09
|
|
|
0.89
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
NET INCOME
|
$
|
1,235
|
|
|
$
|
743
|
|
|
$
|
477
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE (LOSS) INCOME
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Unrealized losses on investment securities:
|
|
|
|
|
|
||||||
Net unrealized holding losses arising during the period
|
(69
|
)
|
|
(81
|
)
|
|
(70
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Reclassification adjustment for net securities losses included in net income
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||
Net losses realized as a yield adjustment in interest on investment securities
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Change in net unrealized losses before income taxes
|
(49
|
)
|
|
(78
|
)
|
|
(67
|
)
|
|||
|
|
|
|
|
|
||||||
Defined benefit pension and other postretirement plans adjustment:
|
|
|
|
|
|
||||||
Actuarial (loss) gain arising during the period
|
(191
|
)
|
|
72
|
|
|
(134
|
)
|
|||
Prior service credit arising during the period
|
—
|
|
|
—
|
|
|
234
|
|
|||
Adjustments for amounts recognized as components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Amortization of actuarial net loss
|
61
|
|
|
51
|
|
|
46
|
|
|||
Amortization of prior service credit
|
(27
|
)
|
|
(27
|
)
|
|
(7
|
)
|
|||
Change in defined benefit pension and other postretirement plans adjustment before income taxes
|
(157
|
)
|
|
96
|
|
|
139
|
|
|||
|
|
|
|
|
|
||||||
Total other comprehensive (loss) income before income taxes
|
(206
|
)
|
|
18
|
|
|
72
|
|
|||
(Benefit) provision for income taxes
|
(47
|
)
|
|
(1
|
)
|
|
26
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(159
|
)
|
|
19
|
|
|
46
|
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
$
|
1,076
|
|
|
$
|
762
|
|
|
$
|
523
|
|
|
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, 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
|
|
||||||
Cumulative effect of change in accounting principles
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
14
|
|
|
—
|
|
|
15
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,235
|
|
|
—
|
|
|
1,235
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
(159
|
)
|
||||||
Cash dividends declared on common stock ($1.84 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|
—
|
|
|
(309
|
)
|
||||||
Purchase of common stock
|
(14.9
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(1,326
|
)
|
|
(1,329
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
1.5
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(23
|
)
|
|
75
|
|
|
43
|
|
||||||
Net issuance of common stock for warrants
|
0.6
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(23
|
)
|
|
33
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
||||||
BALANCE AT DECEMBER 31, 2018
|
160.1
|
|
|
$
|
1,141
|
|
|
$
|
2,148
|
|
|
$
|
(609
|
)
|
|
$
|
8,781
|
|
|
$
|
(3,954
|
)
|
|
$
|
7,507
|
|
|
|
|
|
||||||||
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
1,235
|
|
|
$
|
743
|
|
|
$
|
477
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
(1
|
)
|
|
74
|
|
|
248
|
|
|||
Provision (benefit) for deferred income taxes
|
24
|
|
|
79
|
|
|
(51
|
)
|
|||
Depreciation and amortization
|
120
|
|
|
121
|
|
|
121
|
|
|||
Net periodic defined benefit (credit) cost
|
(18
|
)
|
|
(18
|
)
|
|
6
|
|
|||
Share-based compensation expense
|
48
|
|
|
39
|
|
|
34
|
|
|||
Net amortization of securities
|
3
|
|
|
6
|
|
|
8
|
|
|||
Accretion of loan purchase discount
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Net securities losses
|
19
|
|
|
—
|
|
|
—
|
|
|||
Net gains on sales of foreclosed property
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Net change in:
|
|
|
|
|
|
||||||
Accrued income receivable
|
(45
|
)
|
|
(33
|
)
|
|
(20
|
)
|
|||
Accrued expenses payable
|
49
|
|
|
41
|
|
|
37
|
|
|||
Other, net
|
184
|
|
|
39
|
|
|
(366
|
)
|
|||
Net cash provided by operating activities
|
1,616
|
|
|
1,085
|
|
|
486
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Investment securities available-for-sale:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
1,781
|
|
|
1,615
|
|
|
1,699
|
|
|||
Sales
|
1,256
|
|
|
1,259
|
|
|
—
|
|
|||
Purchases
|
(3,032
|
)
|
|
(3,112
|
)
|
|
(2,045
|
)
|
|||
Investment securities held-to-maturity:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
—
|
|
|
319
|
|
|
402
|
|
|||
Net change in loans
|
(1,045
|
)
|
|
(175
|
)
|
|
(136
|
)
|
|||
Proceeds from sales of foreclosed property
|
8
|
|
|
22
|
|
|
20
|
|
|||
Net increase in premises and equipment
|
(90
|
)
|
|
(69
|
)
|
|
(95
|
)
|
|||
Federal Home Loan Bank stock:
|
|
|
|
|
|
||||||
Purchases
|
(41
|
)
|
|
(42
|
)
|
|
(115
|
)
|
|||
Redemptions
|
—
|
|
|
42
|
|
|
—
|
|
|||
Proceeds from bank-owned life insurance settlements
|
9
|
|
|
18
|
|
|
16
|
|
|||
Other, net
|
(2
|
)
|
|
3
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,156
|
)
|
|
(120
|
)
|
|
(254
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net change in:
|
|
|
|
|
|
||||||
Deposits
|
(2,082
|
)
|
|
(1,180
|
)
|
|
(998
|
)
|
|||
Short-term borrowings
|
34
|
|
|
(15
|
)
|
|
2
|
|
|||
Medium- and long-term debt:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
—
|
|
|
(500
|
)
|
|
(650
|
)
|
|||
Issuances and advances
|
1,850
|
|
|
—
|
|
|
2,800
|
|
|||
Terminations
|
—
|
|
|
(16
|
)
|
|
—
|
|
|||
Common stock:
|
|
|
|
|
|
||||||
Repurchases
|
(1,338
|
)
|
|
(560
|
)
|
|
(320
|
)
|
|||
Cash dividends paid
|
(263
|
)
|
|
(180
|
)
|
|
(152
|
)
|
|||
Issuances under employee stock plans
|
52
|
|
|
118
|
|
|
157
|
|
|||
Other, net
|
3
|
|
|
(5
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(1,744
|
)
|
|
(2,338
|
)
|
|
839
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(1,284
|
)
|
|
(1,373
|
)
|
|
1,071
|
|
|||
Cash and cash equivalents at beginning of period
|
5,845
|
|
|
7,218
|
|
|
6,147
|
|
|||
Cash and cash equivalents at end of period
|
$
|
4,561
|
|
|
$
|
5,845
|
|
|
$
|
7,218
|
|
Interest paid
|
$
|
261
|
|
|
$
|
122
|
|
|
$
|
111
|
|
Income taxes paid
|
200
|
|
|
336
|
|
|
151
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Loans transferred to other real estate
|
3
|
|
|
8
|
|
|
21
|
|
|||
Loans transferred from held-to-sale to portfolio
|
—
|
|
|
—
|
|
|
17
|
|
|||
Securities transferred from held-to-maturity to available-for-sale
|
1,266
|
|
|
—
|
|
|
—
|
|
|||
Securities transferred from available-for-sale to equity securities
|
81
|
|
|
—
|
|
|
—
|
|
|
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, 2018
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
$
|
88
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity securities
|
43
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
2,727
|
|
|
2,727
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
9,318
|
|
|
—
|
|
|
9,318
|
|
|
—
|
|
|
||||
Total investment securities available-for-sale
|
12,045
|
|
|
2,727
|
|
|
9,318
|
|
|
—
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
67
|
|
|
—
|
|
|
58
|
|
|
9
|
|
|
||||
Energy derivative contracts
|
189
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
||||
Total derivative assets
|
275
|
|
|
—
|
|
|
266
|
|
|
9
|
|
|
||||
Total assets at fair value
|
$
|
12,451
|
|
|
$
|
2,858
|
|
|
$
|
9,584
|
|
|
$
|
9
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
Energy derivative contracts
|
186
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
||||
Total derivative liabilities
|
269
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
||||
Deferred compensation plan liabilities
|
88
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
||||
Total liabilities at fair value
|
$
|
357
|
|
|
$
|
88
|
|
|
$
|
269
|
|
|
$
|
—
|
|
|
(a)
|
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(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
|
|
|
—
|
|
|
||||
Total derivative assets
|
192
|
|
|
—
|
|
|
178
|
|
|
14
|
|
|
||||
Total assets at fair value
|
$
|
11,222
|
|
|
$
|
2,857
|
|
|
$
|
8,302
|
|
|
$
|
63
|
|
|
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.
|
|
|
|
|
|
Net Realized/Unrealized Gains (Losses) (Pretax)
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Balance
at
Beginning
of Period
|
|
|
|
Recorded in Earnings (b)
|
Recorded in Other Comprehensive Income (c)
|
|
|
|
Balance
at
End of
Period
|
||||||||||||||||||
|
|
Change in Classification (a)
|
|
|
|
|
|
|
Sales & Redemptions
|
|
||||||||||||||||||
(in millions)
|
|
|
Realized
|
Unrealized
|
|
|
||||||||||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Equity securities
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
State and municipal securities (d)
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||||||
Equity and other non-debt securities (d)
|
44
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total investment securities
available-for-sale |
49
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest rate contracts
|
14
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
State and municipal securities (d)
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
5
|
|
|
Equity and other non-debt securities (d)
|
47
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
44
|
|
||||||||
Total investment securities
available-for-sale |
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
|
49
|
|
||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest rate contracts
|
11
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
14
|
|
(a)
|
Reflects the reclassification of equity securities resulting from the adoption of ASU 2016-01.
|
(b)
|
Realized and unrealized gains and losses due to changes in fair value recorded in other noninterest income on the Consolidated Statements of Income.
|
(c)
|
Recorded in net unrealized holding losses arising during the period in the Consolidated Statements of Comprehensive Income.
|
(d)
|
Auction-rate securities.
|
(in millions)
|
Level 3
|
||
December 31, 2018
|
|
||
Loans:
|
|
||
Commercial
|
$
|
33
|
|
Commercial mortgage
|
2
|
|
|
Total assets at fair value
|
$
|
35
|
|
December 31, 2017
|
|
||
Loans:
|
|
||
Commercial
|
$
|
111
|
|
Commercial mortgage
|
5
|
|
|
Total assets at fair value
|
$
|
116
|
|
|
Carrying
Amount
|
|
Estimated Fair Value
|
||||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,390
|
|
|
$
|
1,390
|
|
|
$
|
1,390
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
3,171
|
|
|
3,171
|
|
|
3,171
|
|
|
—
|
|
|
—
|
|
|||||
Loans held-for-sale
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Total loans, net of allowance for loan losses (a)
|
49,492
|
|
|
48,889
|
|
|
—
|
|
|
—
|
|
|
48,889
|
|
|||||
Customers’ liability on acceptances outstanding
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Restricted equity investments
|
248
|
|
|
248
|
|
|
248
|
|
|
—
|
|
|
—
|
|
|||||
Nonmarketable equity securities (b)
|
6
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits (noninterest-bearing)
|
28,690
|
|
|
28,690
|
|
|
—
|
|
|
28,690
|
|
|
—
|
|
|||||
Interest-bearing deposits
|
24,740
|
|
|
24,740
|
|
|
—
|
|
|
24,740
|
|
|
—
|
|
|||||
Customer certificates of deposit
|
2,131
|
|
|
2,100
|
|
|
—
|
|
|
2,100
|
|
|
—
|
|
|||||
Total deposits
|
55,561
|
|
|
55,530
|
|
|
—
|
|
|
55,530
|
|
|
—
|
|
|||||
Short-term borrowings
|
44
|
|
|
44
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|||||
Acceptances outstanding
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt
|
6,463
|
|
|
6,436
|
|
|
—
|
|
|
6,436
|
|
|
—
|
|
|||||
Credit-related financial instruments
|
(57
|
)
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|||||
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
|
)
|
(a)
|
Included
$35 million
and
$116 million
of impaired loans recorded at fair value on a nonrecurring basis at
December 31, 2018
and
2017
, 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, 2018
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
2,732
|
|
|
$
|
14
|
|
|
$
|
19
|
|
|
$
|
2,727
|
|
Residential mortgage-backed securities (a)
|
9,493
|
|
|
22
|
|
|
197
|
|
|
9,318
|
|
||||
Total investment securities available-for-sale
|
$
|
12,225
|
|
|
$
|
36
|
|
|
$
|
216
|
|
|
$
|
12,045
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(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
.
|
(c)
|
The amortized cost of investment securities held-to-maturity included the net unrealized losses of
$9 million
at
December 31, 2017
related to securities transferred from available-for-sale in 2014, which are included in accumulated other comprehensive loss.
|
|
Temporarily Impaired
|
||||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or more
|
|
Total
|
||||||||||||||||||||
(in millions)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,457
|
|
|
$
|
19
|
|
|
|
$
|
1,457
|
|
|
$
|
19
|
|
|
Residential mortgage-backed securities (a)
|
1,008
|
|
|
9
|
|
|
6,412
|
|
|
188
|
|
|
|
7,420
|
|
|
197
|
|
|
||||||
Total temporarily impaired securities
|
$
|
1,008
|
|
|
$
|
9
|
|
|
$
|
7,869
|
|
|
$
|
207
|
|
|
|
$
|
8,877
|
|
|
$
|
216
|
|
|
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 temporarily impaired securities
|
$
|
6,572
|
|
|
$
|
48
|
|
|
$
|
4,052
|
|
|
$
|
127
|
|
|
|
$
|
10,624
|
|
|
$
|
175
|
|
|
(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.
|
|
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, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
34
|
|
|
$
|
26
|
|
|
$
|
8
|
|
|
$
|
68
|
|
|
$
|
141
|
|
|
$
|
31,767
|
|
|
$
|
31,976
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
2,681
|
|
|
2,687
|
|
|||||||
Other business lines (b)
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
384
|
|
|
390
|
|
|||||||
Total real estate construction
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
3,065
|
|
|
3,077
|
|
|||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
1,737
|
|
|
1,743
|
|
|||||||
Other business lines (b)
|
32
|
|
|
5
|
|
|
8
|
|
|
45
|
|
|
18
|
|
|
7,300
|
|
|
7,363
|
|
|||||||
Total commercial mortgage
|
36
|
|
|
5
|
|
|
8
|
|
|
49
|
|
|
20
|
|
|
9,037
|
|
|
9,106
|
|
|||||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
505
|
|
|
507
|
|
|||||||
International
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1,010
|
|
|
1,013
|
|
|||||||
Total business loans
|
82
|
|
|
31
|
|
|
16
|
|
|
129
|
|
|
166
|
|
|
45,384
|
|
|
45,679
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage
|
11
|
|
|
3
|
|
|
—
|
|
|
14
|
|
|
36
|
|
|
1,920
|
|
|
1,970
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
4
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
19
|
|
|
1,741
|
|
|
1,765
|
|
|||||||
Other consumer
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
748
|
|
|
749
|
|
|||||||
Total consumer
|
5
|
|
|
1
|
|
|
—
|
|
|
6
|
|
|
19
|
|
|
2,489
|
|
|
2,514
|
|
|||||||
Total retail loans
|
16
|
|
|
4
|
|
|
—
|
|
|
20
|
|
|
55
|
|
|
4,409
|
|
|
4,484
|
|
|||||||
Total loans
|
$
|
98
|
|
|
$
|
35
|
|
|
$
|
16
|
|
|
$
|
149
|
|
|
$
|
221
|
|
|
$
|
49,793
|
|
|
$
|
50,163
|
|
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
|
|
(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, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
30,817
|
|
|
$
|
464
|
|
|
$
|
554
|
|
|
$
|
141
|
|
|
$
|
31,976
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
2,664
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
2,687
|
|
|||||
Other business lines (f)
|
382
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|||||
Total real estate construction
|
3,046
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
3,077
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,682
|
|
|
14
|
|
|
45
|
|
|
2
|
|
|
1,743
|
|
|||||
Other business lines (f)
|
7,157
|
|
|
118
|
|
|
70
|
|
|
18
|
|
|
7,363
|
|
|||||
Total commercial mortgage
|
8,839
|
|
|
132
|
|
|
115
|
|
|
20
|
|
|
9,106
|
|
|||||
Lease financing
|
500
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
507
|
|
|||||
International
|
996
|
|
|
4
|
|
|
10
|
|
|
3
|
|
|
1,013
|
|
|||||
Total business loans
|
44,198
|
|
|
634
|
|
|
681
|
|
|
166
|
|
|
45,679
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
1,931
|
|
|
3
|
|
|
—
|
|
|
36
|
|
|
1,970
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,738
|
|
|
—
|
|
|
8
|
|
|
19
|
|
|
1,765
|
|
|||||
Other consumer
|
748
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
749
|
|
|||||
Total consumer
|
2,486
|
|
|
1
|
|
|
8
|
|
|
19
|
|
|
2,514
|
|
|||||
Total retail loans
|
4,417
|
|
|
4
|
|
|
8
|
|
|
55
|
|
|
4,484
|
|
|||||
Total loans
|
$
|
48,615
|
|
|
$
|
638
|
|
|
$
|
689
|
|
|
$
|
221
|
|
|
$
|
50,163
|
|
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
|
|
(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, 2018
|
|
December 31, 2017
|
||||
Nonaccrual loans
|
$
|
221
|
|
|
$
|
402
|
|
Reduced-rate loans (a)
|
8
|
|
|
8
|
|
||
Total nonperforming loans
|
229
|
|
|
410
|
|
||
Foreclosed property (b)
|
1
|
|
|
5
|
|
||
Total nonperforming assets
|
$
|
230
|
|
|
$
|
415
|
|
(a)
|
There were
no
reduced-rate business loans at both
December 31, 2018
and
2017
. Reduced-rate retail loans were
$8 million
at both
December 31, 2018
and
2017
.
|
(b)
|
There were
no
foreclosed residential real estate properties at
December 31, 2018
and
$4 million
at
December 31, 2017
.
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
(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
|
$
|
661
|
|
$
|
51
|
|
|
$
|
712
|
|
|
$
|
682
|
|
$
|
48
|
|
|
$
|
730
|
|
|
$
|
579
|
|
$
|
55
|
|
|
$
|
634
|
|
Loan charge-offs
|
(99
|
)
|
(4
|
)
|
|
(103
|
)
|
|
(143
|
)
|
(6
|
)
|
|
(149
|
)
|
|
(207
|
)
|
(7
|
)
|
|
(214
|
)
|
|||||||||
Recoveries on loans previously charged-off
|
47
|
|
5
|
|
|
52
|
|
|
50
|
|
7
|
|
|
57
|
|
|
63
|
|
5
|
|
|
68
|
|
|||||||||
Net loan (charge-offs) recoveries
|
(52
|
)
|
1
|
|
|
(51
|
)
|
|
(93
|
)
|
1
|
|
|
(92
|
)
|
|
(144
|
)
|
(2
|
)
|
|
(146
|
)
|
|||||||||
Provision for loan losses
|
19
|
|
(8
|
)
|
|
11
|
|
|
71
|
|
2
|
|
|
73
|
|
|
246
|
|
(5
|
)
|
|
241
|
|
|||||||||
Foreign currency translation adjustment
|
(1
|
)
|
—
|
|
|
(1
|
)
|
|
1
|
|
—
|
|
|
1
|
|
|
1
|
|
—
|
|
|
1
|
|
|||||||||
Balance at end of period
|
$
|
627
|
|
$
|
44
|
|
|
$
|
671
|
|
|
$
|
661
|
|
$
|
51
|
|
|
$
|
712
|
|
|
$
|
682
|
|
$
|
48
|
|
|
$
|
730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
As a percentage of total loans
|
1.37
|
%
|
0.97
|
%
|
|
1.34
|
%
|
|
1.48
|
%
|
1.12
|
%
|
|
1.45
|
%
|
|
1.53
|
%
|
1.08
|
%
|
|
1.49
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
27
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
67
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
86
|
|
$
|
3
|
|
|
$
|
89
|
|
Collectively evaluated for impairment
|
600
|
|
44
|
|
|
644
|
|
|
594
|
|
51
|
|
|
645
|
|
|
596
|
|
45
|
|
|
641
|
|
|||||||||
Total allowance for loan losses
|
$
|
627
|
|
$
|
44
|
|
|
$
|
671
|
|
|
$
|
661
|
|
$
|
51
|
|
|
$
|
712
|
|
|
$
|
682
|
|
$
|
48
|
|
|
$
|
730
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
240
|
|
$
|
36
|
|
|
$
|
276
|
|
|
$
|
443
|
|
$
|
34
|
|
|
$
|
477
|
|
|
$
|
566
|
|
$
|
48
|
|
|
$
|
614
|
|
Collectively evaluated for impairment
|
45,439
|
|
4,448
|
|
|
49,887
|
|
|
44,188
|
|
4,508
|
|
|
48,696
|
|
|
44,058
|
|
4,416
|
|
|
48,474
|
|
|||||||||
Total loans evaluated for impairment
|
$
|
45,679
|
|
$
|
4,484
|
|
|
$
|
50,163
|
|
|
$
|
44,631
|
|
$
|
4,542
|
|
|
$
|
49,173
|
|
|
$
|
44,624
|
|
$
|
4,464
|
|
|
$
|
49,088
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
$
|
42
|
|
|
$
|
41
|
|
|
$
|
45
|
|
Charge-offs on lending-related commitments (a)
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
Provision for credit losses on lending-related commitments
|
(12
|
)
|
|
1
|
|
|
7
|
|
|||
Balance at end of period
|
$
|
30
|
|
|
$
|
42
|
|
|
$
|
41
|
|
|
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, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
50
|
|
|
$
|
130
|
|
|
$
|
180
|
|
|
$
|
227
|
|
|
$
|
24
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
39
|
|
|
—
|
|
|
39
|
|
|
49
|
|
|
—
|
|
|||||
Other business lines (b)
|
2
|
|
|
16
|
|
|
18
|
|
|
23
|
|
|
3
|
|
|||||
Total commercial mortgage
|
41
|
|
|
16
|
|
|
57
|
|
|
72
|
|
|
3
|
|
|||||
International
|
2
|
|
|
1
|
|
|
3
|
|
|
8
|
|
|
—
|
|
|||||
Total business loans
|
93
|
|
|
147
|
|
|
240
|
|
|
307
|
|
|
27
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
16
|
|
|
8
|
|
|
24
|
|
|
25
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
11
|
|
|
—
|
|
|
11
|
|
|
13
|
|
|
—
|
|
|||||
Other consumer
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
Total consumer
|
12
|
|
|
—
|
|
|
12
|
|
|
14
|
|
|
—
|
|
|||||
Total retail loans (c)
|
28
|
|
|
8
|
|
|
36
|
|
|
39
|
|
|
—
|
|
|||||
Total individually evaluated impaired loans
|
$
|
121
|
|
|
$
|
155
|
|
|
$
|
276
|
|
|
$
|
346
|
|
|
$
|
27
|
|
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
|
|
(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
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
(in millions)
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
||||||||||||
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
262
|
|
|
$
|
5
|
|
|
$
|
451
|
|
|
$
|
8
|
|
|
$
|
550
|
|
|
$
|
10
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial Real Estate business line (a)
|
40
|
|
|
4
|
|
|
21
|
|
|
2
|
|
|
9
|
|
|
—
|
|
||||||
Other business lines (b)
|
23
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
1
|
|
||||||
Total commercial mortgage
|
63
|
|
|
4
|
|
|
52
|
|
|
2
|
|
|
40
|
|
|
1
|
|
||||||
International
|
4
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||||
Total business loans
|
329
|
|
|
9
|
|
|
511
|
|
|
10
|
|
|
608
|
|
|
11
|
|
||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
21
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity
|
11
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||||
Other consumer
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||
Total consumer
|
12
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||||
Total retail loans
|
33
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||||
Total individually evaluated impaired loans
|
$
|
362
|
|
|
$
|
9
|
|
|
$
|
551
|
|
|
$
|
10
|
|
|
$
|
640
|
|
|
$
|
11
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
2018
|
|
2017
|
|||||||||||||||||||||
|
Type of Modification
|
|
|
Type of Modification
|
|
|||||||||||||||||||
(in millions)
|
Principal Deferrals (a)
|
Interest Rate Reductions
|
Total Modifications
|
|
Principal Deferrals (a)
|
Interest Rate Reductions
|
AB Note Restructures (b)
|
Total Modifications
|
||||||||||||||||
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
27
|
|
|
$
|
—
|
|
$
|
27
|
|
|
$
|
77
|
|
|
$
|
18
|
|
$
|
21
|
|
$
|
116
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (c)
|
—
|
|
|
—
|
|
—
|
|
|
37
|
|
|
—
|
|
—
|
|
37
|
|
|||||||
Other business lines (d)
|
2
|
|
|
—
|
|
2
|
|
|
3
|
|
|
—
|
|
—
|
|
3
|
|
|||||||
Total commercial mortgage
|
2
|
|
|
—
|
|
2
|
|
|
40
|
|
|
—
|
|
—
|
|
40
|
|
|||||||
International
|
1
|
|
|
—
|
|
1
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|||||||
Total business loans
|
30
|
|
|
—
|
|
30
|
|
|
117
|
|
|
18
|
|
21
|
|
156
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity (e)
|
—
|
|
|
3
|
|
3
|
|
|
1
|
|
|
2
|
|
—
|
|
3
|
|
|||||||
Total loans
|
$
|
30
|
|
|
$
|
3
|
|
$
|
33
|
|
|
$
|
118
|
|
|
$
|
20
|
|
$
|
21
|
|
$
|
159
|
|
(a)
|
Primarily represents loan balances where terms were extended
90
days or more at or above contractual interest rates.
|
(b)
|
Loan restructurings whereby the original loan is restructured into two notes: an "A" note, which generally reflects the portion of the modified loan which is expected to be collected; and a "B" note, which is fully charged off.
|
(c)
|
Primarily loans to real estate developers.
|
(d)
|
Primarily loans secured by owner-occupied real estate.
|
(e)
|
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(in millions)
|
|
|
|
||||
December 31
|
2018
|
|
2017
|
||||
Land
|
$
|
85
|
|
|
$
|
85
|
|
Buildings and improvements
|
842
|
|
|
813
|
|
||
Furniture and equipment
|
492
|
|
|
484
|
|
||
Total cost
|
1,419
|
|
|
1,382
|
|
||
Less: Accumulated depreciation and amortization
|
(944
|
)
|
|
(916
|
)
|
||
Net book value
|
$
|
475
|
|
|
$
|
466
|
|
(in millions)
|
|
|
|
||||
December 31
|
2018
|
|
2017
|
||||
Business Bank
|
$
|
473
|
|
|
$
|
380
|
|
Retail Bank
|
101
|
|
|
194
|
|
||
Wealth Management
|
61
|
|
|
61
|
|
||
Total
|
$
|
635
|
|
|
$
|
635
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||
(in millions)
|
Notional/
Contract
Amount (a)
|
|
Gross Derivative Assets
|
|
Gross Derivative Liabilities
|
|
Notional/
Contract
Amount (a)
|
|
Gross Derivative Assets
|
|
Gross Derivative Liabilities
|
||||||||||||
Risk management purposes
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Swaps - fair value - receive fixed/pay floating
|
$
|
2,625
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
1,775
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Derivatives used as economic hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards and swaps
|
302
|
|
|
1
|
|
|
1
|
|
|
650
|
|
|
—
|
|
|
2
|
|
||||||
Total risk management purposes
|
2,927
|
|
|
1
|
|
|
3
|
|
|
2,425
|
|
|
—
|
|
|
4
|
|
||||||
Customer-initiated and other activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
885
|
|
|
—
|
|
|
1
|
|
|
635
|
|
|
—
|
|
|
—
|
|
||||||
Caps and floors purchased
|
885
|
|
|
1
|
|
|
—
|
|
|
635
|
|
|
—
|
|
|
—
|
|
||||||
Swaps
|
13,115
|
|
|
66
|
|
|
67
|
|
|
13,119
|
|
|
57
|
|
|
57
|
|
||||||
Total interest rate contracts
|
14,885
|
|
|
67
|
|
|
68
|
|
|
14,389
|
|
|
57
|
|
|
57
|
|
||||||
Energy contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
278
|
|
|
—
|
|
|
26
|
|
|
164
|
|
|
—
|
|
|
11
|
|
||||||
Caps and floors purchased
|
278
|
|
|
26
|
|
|
—
|
|
|
164
|
|
|
11
|
|
|
—
|
|
||||||
Swaps
|
2,094
|
|
|
163
|
|
|
160
|
|
|
1,519
|
|
|
82
|
|
|
80
|
|
||||||
Total energy contracts
|
2,650
|
|
|
189
|
|
|
186
|
|
|
1,847
|
|
|
93
|
|
|
91
|
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards, options and swaps
|
1,095
|
|
|
18
|
|
|
12
|
|
|
1,884
|
|
|
42
|
|
|
38
|
|
||||||
Total customer-initiated and other activities
|
18,630
|
|
|
274
|
|
|
266
|
|
|
18,120
|
|
|
192
|
|
|
186
|
|
||||||
Total gross derivatives
|
$
|
21,557
|
|
|
275
|
|
|
269
|
|
|
$
|
20,545
|
|
|
192
|
|
|
190
|
|
||||
Amounts offset in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Netting adjustment - Offsetting derivative assets/liabilities
|
|
|
(45
|
)
|
|
(45
|
)
|
|
|
|
(49
|
)
|
|
(49
|
)
|
||||||||
Netting adjustment - Cash collateral received/posted
|
|
|
(174
|
)
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
(39
|
)
|
||||||||
Net derivatives included in the Consolidated Balance Sheets (b)
|
|
|
56
|
|
|
223
|
|
|
|
|
|
142
|
|
|
102
|
|
|||||||
Amounts not offset in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketable securities pledged under bilateral collateral agreements
|
|
|
(1
|
)
|
|
—
|
|
|
|
|
(3
|
)
|
|
(24
|
)
|
||||||||
Net derivatives after deducting amounts not offset in the Consolidated Balance Sheets
|
|
|
|
$
|
55
|
|
|
$
|
223
|
|
|
|
|
|
$
|
139
|
|
|
$
|
78
|
|
(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.
|
(in millions)
|
Interest on Medium- and Long-Term Debt
|
||||||
Years Ended December 31
|
2018
|
|
2017
|
||||
Total interest on medium-and long-term debt (a)
|
$
|
144
|
|
|
$
|
76
|
|
|
|
|
|
||||
Fair value hedging relationships:
|
|
|
|
||||
Interest rate contracts:
|
|
|
|
||||
Hedged items
|
74
|
|
|
79
|
|
||
Derivatives designated as hedging instruments
|
(7
|
)
|
|
(32
|
)
|
(a)
|
Includes the effects of hedging.
|
|
|
|
|
|
Weighted Average
|
||||||||||
(dollar amounts in millions)
|
Derivative Notional
Amount
|
|
Carrying Value of Hedged Items (a)
|
|
Remaining
Maturity
(in years)
|
|
Receive Rate
|
|
Pay Rate (b)
|
||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
|
|
||||||
Medium- and long-term debt designation
|
$
|
2,625
|
|
|
$
|
2,663
|
|
|
3.9
|
|
3.40
|
%
|
|
3.45
|
%
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
|
|
||||||
Medium- and long-term debt designation
|
1,775
|
|
|
1,822
|
|
|
4.6
|
|
3.26
|
|
|
2.35
|
|
(a)
|
Included
$49 million
and
$56 million
of cumulative hedging adjustments at
December 31, 2018
and
2017
, respectively, which
|
(b)
|
Variable rates paid on receive fixed swaps are based on one- and six-month LIBOR rates in effect at
December 31, 2018
and six-month LIBOR rates in effect at December 31,
2017
.
|
(in millions)
|
|
|
|
||||
December 31
|
2018
|
|
2017
|
||||
Unused commitments to extend credit:
|
|
|
|
||||
Commercial and other
|
$
|
24,266
|
|
|
$
|
22,636
|
|
Bankcard, revolving check credit and home equity loan commitments
|
3,001
|
|
|
2,833
|
|
||
Total unused commitments to extend credit
|
$
|
27,267
|
|
|
$
|
25,469
|
|
Standby letters of credit
|
$
|
3,244
|
|
|
$
|
3,228
|
|
Commercial letters of credit
|
39
|
|
|
39
|
|
(dollar amounts in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Total criticized standby and commercial letters of credit
|
$
|
49
|
|
|
$
|
88
|
|
As a percentage of total outstanding standby and commercial letters of credit
|
1.5
|
%
|
|
2.7
|
%
|
(in millions)
|
|
||
Years Ending December 31
|
|
||
2019
|
$
|
1,614
|
|
2020
|
434
|
|
|
2021
|
38
|
|
|
2022
|
17
|
|
|
2023
|
11
|
|
|
Thereafter
|
25
|
|
|
Total
|
$
|
2,139
|
|
(dollar amounts in millions)
|
Federal Funds Purchased
and Securities Sold Under
Agreements to Repurchase
|
|
Other
Short-term
Borrowings
|
||||
December 31, 2018
|
|
|
|
||||
Amount outstanding at year-end
|
$
|
44
|
|
|
$
|
—
|
|
Weighted average interest rate at year-end
|
2.39
|
%
|
|
—
|
%
|
||
Maximum month-end balance during the year
|
$
|
182
|
|
|
$
|
250
|
|
Average balance outstanding during the year
|
59
|
|
|
3
|
|
||
Weighted average interest rate during the year
|
1.91
|
%
|
|
1.75
|
%
|
||
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
|
%
|
(in millions)
|
|
|
|
||||
December 31
|
2018
|
|
2017
|
||||
Parent company
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
3.80% subordinated notes due 2026 (a)
|
$
|
250
|
|
|
$
|
255
|
|
Medium-term notes:
|
|
|
|
||||
2.125% notes due 2019 (a)
|
348
|
|
|
347
|
|
||
3.70% notes due 2023 (a)
|
861
|
|
|
—
|
|
||
Total medium-term notes
|
1,209
|
|
|
347
|
|
||
Total parent company
|
1,459
|
|
|
602
|
|
||
Subsidiaries
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
4.00% subordinated notes due 2025 (a)
|
343
|
|
|
347
|
|
||
7.875% subordinated notes due 2026 (a)
|
198
|
|
|
208
|
|
||
Total subordinated notes
|
541
|
|
|
555
|
|
||
Medium-term notes:
|
|
|
|
||||
2.50% notes due 2020 (a)
|
663
|
|
|
665
|
|
||
FHLB advances:
|
|
|
|
||||
Floating-rate based on FHLB auction rate due 2026
|
2,800
|
|
|
2,800
|
|
||
Floating-rate based on FHLB auction rate due 2028
|
1,000
|
|
|
—
|
|
||
Total FHLB advances
|
3,800
|
|
|
2,800
|
|
||
Total subsidiaries
|
5,004
|
|
|
4,020
|
|
||
Total medium- and long-term debt
|
$
|
6,463
|
|
|
$
|
4,622
|
|
(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
|
2018
|
|
2017
|
|
2016
|
||||||
Accumulated net unrealized (losses) gains on investment securities:
|
|
|
|
|
|
||||||
Balance at beginning of period, net of tax
|
$
|
(101
|
)
|
|
$
|
(33
|
)
|
|
$
|
9
|
|
|
|
|
|
|
|
||||||
Cumulative effect of change in accounting principle
|
1
|
|
|
—
|
|
|
—
|
|
|||
Net unrealized holding losses arising during the period
|
(69
|
)
|
|
(81
|
)
|
|
(70
|
)
|
|||
Less: Benefit for income taxes
|
(16
|
)
|
|
(27
|
)
|
|
(26
|
)
|
|||
Net unrealized holding losses arising during the period, net of tax
|
(53
|
)
|
|
(54
|
)
|
|
(44
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Net realized losses included in net securities losses
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Benefit for income taxes
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for net securities losses included in net income, net of tax
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Less:
|
|
|
|
|
|
||||||
Net losses realized as a yield adjustment in interest on investment securities
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Less: Benefit for income taxes
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Reclassification adjustment for net losses realized as a yield adjustment included in net income, net of tax
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Change in net unrealized losses on investment securities, net of tax
|
(38
|
)
|
|
(52
|
)
|
|
(42
|
)
|
|||
Reclassification of certain deferred tax effects (a)
|
—
|
|
|
(16
|
)
|
|
—
|
|
|||
Balance at end of period, net of tax
|
$
|
(138
|
)
|
|
$
|
(101
|
)
|
|
$
|
(33
|
)
|
|
|
|
|
|
|
||||||
Accumulated defined benefit pension and other postretirement plans adjustment:
|
|
|
|
|
|
||||||
Balance at beginning of period, net of tax
|
$
|
(350
|
)
|
|
$
|
(350
|
)
|
|
$
|
(438
|
)
|
|
|
|
|
|
|
||||||
Actuarial (loss) gain arising during the period
|
(191
|
)
|
|
72
|
|
|
(134
|
)
|
|||
Prior service credit arising during the period
|
—
|
|
|
—
|
|
|
234
|
|
|||
Net defined benefit pension and other postretirement adjustment arising during the period
|
(191
|
)
|
|
72
|
|
|
100
|
|
|||
Less: (Benefit) provision for income taxes
|
(44
|
)
|
|
17
|
|
|
37
|
|
|||
Net defined benefit pension and other postretirement adjustment arising during the period, net of tax
|
(147
|
)
|
|
55
|
|
|
63
|
|
|||
Amounts recognized in other noninterest expense:
|
|
|
|
|
|
||||||
Amortization of actuarial net loss
|
61
|
|
|
51
|
|
|
46
|
|
|||
Amortization of prior service credit
|
(27
|
)
|
|
(27
|
)
|
|
(7
|
)
|
|||
Total amounts recognized in other noninterest expense
|
34
|
|
|
24
|
|
|
39
|
|
|||
Less: Provision for income taxes
|
8
|
|
|
8
|
|
|
14
|
|
|||
Adjustment for amounts recognized as other components of net benefit cost during the period, net of tax
|
26
|
|
|
16
|
|
|
25
|
|
|||
Change in defined benefit pension and other postretirement plans adjustment, net of tax
|
(121
|
)
|
|
71
|
|
|
88
|
|
|||
Reclassification of certain deferred tax effects (a)
|
—
|
|
|
(71
|
)
|
|
—
|
|
|||
Balance at end of period, net of tax
|
$
|
(471
|
)
|
|
$
|
(350
|
)
|
|
$
|
(350
|
)
|
Total accumulated other comprehensive loss at end of period, net of tax
|
$
|
(609
|
)
|
|
$
|
(451
|
)
|
|
$
|
(383
|
)
|
(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
|
2018
|
|
2017
|
|
2016
|
||||||
Basic and diluted
|
|
|
|
|
|
||||||
Net income
|
$
|
1,235
|
|
|
$
|
743
|
|
|
$
|
477
|
|
Less: Income allocated to participating securities
|
8
|
|
|
5
|
|
|
4
|
|
|||
Net income attributable to common shares
|
$
|
1,227
|
|
|
$
|
738
|
|
|
$
|
473
|
|
|
|
|
|
|
|
||||||
Basic average common shares
|
168
|
|
|
174
|
|
|
172
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
7.31
|
|
|
$
|
4.23
|
|
|
$
|
2.74
|
|
|
|
|
|
|
|
||||||
Basic average common shares
|
168
|
|
|
174
|
|
|
172
|
|
|||
Dilutive common stock equivalents:
|
|
|
|
|
|
||||||
Net effect of the assumed exercise of stock options
|
2
|
|
|
3
|
|
|
2
|
|
|||
Net effect of the assumed exercise of warrants
|
1
|
|
|
1
|
|
|
3
|
|
|||
Diluted average common shares
|
171
|
|
|
178
|
|
|
177
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per common share
|
$
|
7.20
|
|
|
$
|
4.14
|
|
|
$
|
2.68
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Total share-based compensation expense
|
$
|
48
|
|
|
$
|
39
|
|
|
$
|
34
|
|
Related tax benefits recognized in net income
|
$
|
11
|
|
|
$
|
14
|
|
|
$
|
13
|
|
(dollar amounts in millions)
|
December 31, 2018
|
||
Total unrecognized share-based compensation expense
|
$
|
40
|
|
Weighted-average expected recognition period (in years)
|
2.5
|
|
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted-average grant-date fair value per option
|
$
|
30.32
|
|
|
$
|
19.61
|
|
|
$
|
9.94
|
|
Weighted-average assumptions:
|
|
|
|
|
|
||||||
Risk-free interest rates
|
2.63
|
%
|
|
2.47
|
%
|
|
2.01
|
%
|
|||
Expected dividend yield
|
3.00
|
|
|
3.00
|
|
|
3.00
|
|
|||
Expected volatility factors of the market price of
Comerica common stock
|
36
|
|
|
34
|
|
|
38
|
|
|||
Expected option life (in years)
|
7.4
|
|
|
7.0
|
|
|
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, 2018
|
4,173
|
|
|
$
|
40.06
|
|
|
|
|
|
|||
Granted
|
196
|
|
|
95.25
|
|
|
|
|
|
||||
Forfeited or expired
|
(24
|
)
|
|
49.75
|
|
|
|
|
|
||||
Exercised
|
(1,402
|
)
|
|
37.86
|
|
|
|
|
|
||||
Outstanding-December 31, 2018
|
2,943
|
|
|
44.70
|
|
|
5.6
|
|
|
$
|
76
|
|
|
Exercisable-December 31, 2018
|
1,707
|
|
|
$
|
38.62
|
|
|
4.3
|
|
|
$
|
51
|
|
|
Number of
Shares
(in thousands)
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|||
Outstanding-January 1, 2018
|
1,243
|
|
|
$
|
43.59
|
|
Forfeited
|
(44
|
)
|
|
44.05
|
|
|
Vested
|
(330
|
)
|
|
41.55
|
|
|
Outstanding-December 31, 2018
|
869
|
|
|
$
|
44.34
|
|
|
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, 2018
|
199
|
|
|
$
|
43.00
|
|
|
718
|
|
|
$
|
42.39
|
|
Granted
|
194
|
|
|
96.55
|
|
|
184
|
|
|
92.80
|
|
||
Forfeited
|
(26
|
)
|
|
86.54
|
|
|
(1
|
)
|
|
93.26
|
|
||
Vested
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
41.59
|
|
||
Outstanding-December 31, 2018
|
367
|
|
|
68.14
|
|
|
662
|
|
|
56.64
|
|
|
Defined Benefit Pension Plans
|
|
|
|
|
||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Postretirement Benefit Plan
|
||||||||||||||||||
(dollar amounts in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at January 1
|
$
|
2,747
|
|
|
$
|
2,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
62
|
|
Actual return on plan assets
|
(167
|
)
|
|
396
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
||||||
Employer contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Benefits paid
|
(122
|
)
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
||||||
Fair value of plan assets at December 31
|
$
|
2,458
|
|
|
$
|
2,747
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
60
|
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at January 1
|
$
|
2,061
|
|
|
$
|
1,902
|
|
|
$
|
212
|
|
|
$
|
201
|
|
|
$
|
51
|
|
|
$
|
55
|
|
Service cost
|
29
|
|
|
29
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
75
|
|
|
78
|
|
|
8
|
|
|
8
|
|
|
2
|
|
|
2
|
|
||||||
Actuarial (gain) loss
|
(142
|
)
|
|
154
|
|
|
—
|
|
|
12
|
|
|
(3
|
)
|
|
(1
|
)
|
||||||
Benefits paid
|
(122
|
)
|
|
(102
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
(4
|
)
|
|
(5
|
)
|
||||||
Projected benefit obligation at December 31
|
$
|
1,901
|
|
|
$
|
2,061
|
|
|
$
|
211
|
|
|
$
|
212
|
|
|
$
|
46
|
|
|
$
|
51
|
|
Accumulated benefit obligation
|
$
|
1,893
|
|
|
$
|
2,052
|
|
|
$
|
209
|
|
|
$
|
209
|
|
|
$
|
46
|
|
|
$
|
51
|
|
Funded status at December 31 (a) (b)
|
$
|
557
|
|
|
$
|
686
|
|
|
$
|
(211
|
)
|
|
$
|
(212
|
)
|
|
$
|
10
|
|
|
$
|
9
|
|
Weighted-average assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.37
|
%
|
|
3.74
|
%
|
|
4.37
|
%
|
|
3.74
|
%
|
|
4.26
|
%
|
|
3.55
|
%
|
||||||
Rate of compensation increase
|
4.00
|
|
|
3.75
|
|
|
4.00
|
|
|
3.75
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Healthcare cost trend rate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost trend rate assumed for next year
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
6.50
|
|
|
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
|
|
|
4.50
|
|
||||||
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
|
$
|
(687
|
)
|
|
$
|
(548
|
)
|
|
$
|
(76
|
)
|
|
$
|
(85
|
)
|
|
$
|
(19
|
)
|
|
$
|
(19
|
)
|
Prior service credit
|
140
|
|
|
159
|
|
|
34
|
|
|
42
|
|
|
1
|
|
|
1
|
|
||||||
Balance at December 31
|
$
|
(547
|
)
|
|
$
|
(389
|
)
|
|
$
|
(42
|
)
|
|
$
|
(43
|
)
|
|
$
|
(18
|
)
|
|
$
|
(18
|
)
|
(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 (loss) gain arising during the period
|
$
|
(190
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(191
|
)
|
Amortization of net actuarial loss
|
51
|
|
|
9
|
|
|
1
|
|
|
61
|
|
||||
Amortization of prior service credit
|
(19
|
)
|
|
(8
|
)
|
|
—
|
|
|
(27
|
)
|
||||
Total recognized in other comprehensive income (loss)
|
$
|
(158
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(157
|
)
|
|
Defined Benefit Pension Plans
|
||||||||||||||||||||||
(dollar amounts in millions)
|
Qualified
|
|
Non-Qualified
|
||||||||||||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost (a)
|
$
|
29
|
|
|
$
|
29
|
|
|
$
|
31
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other components of net benefit (credit) cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest cost
|
75
|
|
|
78
|
|
|
87
|
|
|
8
|
|
|
8
|
|
|
10
|
|
||||||
Expected return on plan assets
|
(165
|
)
|
|
(159
|
)
|
|
(163
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(19
|
)
|
|
(19
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(5
|
)
|
||||||
Amortization of net loss
|
51
|
|
|
43
|
|
|
38
|
|
|
9
|
|
|
8
|
|
|
7
|
|
||||||
Total other components of net benefit (credit) cost (b)
|
(58
|
)
|
|
(57
|
)
|
|
(40
|
)
|
|
9
|
|
|
8
|
|
|
12
|
|
||||||
Net periodic defined benefit (credit) cost
|
$
|
(29
|
)
|
|
$
|
(28
|
)
|
|
$
|
(9
|
)
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
15
|
|
Actual return on plan assets
|
$
|
(167
|
)
|
|
$
|
396
|
|
|
$
|
200
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||
Actual rate of return on plan assets
|
(6.21
|
)%
|
|
16.48
|
%
|
|
8.66
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Weighted-average assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
3.74
|
%
|
|
4.23
|
%
|
|
4.53
|
%
|
|
3.74
|
%
|
|
4.23
|
%
|
|
4.53
|
%
|
||||||
Expected long-term return on plan assets
|
6.50
|
|
|
6.50
|
|
|
6.75
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Rate of compensation increase
|
3.75
|
|
|
3.50
|
|
|
3.75
|
|
|
3.75
|
|
|
3.50
|
|
|
3.75
|
|
(a)
|
Included in salaries and benefits expense on the Consolidated Statements of Income.
|
(b)
|
Included in other noninterest expenses on the Consolidated Statements of Income.
|
(dollar amounts in millions)
|
Postretirement Benefit Plan
|
||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Other components of net benefit cost:
|
|
|
|
|
|
||||||
Interest cost
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Expected return on plan assets
|
(3
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Amortization of net loss
|
1
|
|
|
1
|
|
|
1
|
|
|||
Net periodic postretirement benefit cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
$
|
2
|
|
Actual rate of return on plan assets
|
(2.05
|
)%
|
|
3.52
|
%
|
|
2.83
|
%
|
|||
Weighted-average assumptions used:
|
|
|
|
|
|
||||||
Discount rate
|
3.55
|
%
|
|
3.92
|
%
|
|
4.53
|
%
|
|||
Expected long-term return on plan assets
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Healthcare cost trend rate:
|
|
|
|
|
|
||||||
Cost trend rate assumed
|
6.50
|
|
|
6.50
|
|
|
7.00
|
|
|||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.50
|
|
|
4.50
|
|
|
5.00
|
|
|||
Year that the rate reaches the ultimate trend rate
|
2027
|
|
|
2027
|
|
|
2027
|
|
|
Defined Benefit Pension Plans
|
|
|
|
|
||||||||||
(in millions)
|
Qualified
|
|
Non-Qualified
|
|
Postretirement
Benefit Plan
|
|
Total
|
||||||||
Net loss
|
$
|
34
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
43
|
|
Prior service credit
|
(19
|
)
|
|
(8
|
)
|
|
—
|
|
|
(27
|
)
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock
|
803
|
|
|
803
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
496
|
|
|
482
|
|
|
14
|
|
|
—
|
|
||||
Corporate and municipal bonds and notes
|
679
|
|
|
—
|
|
|
679
|
|
|
—
|
|
||||
Mortgage-backed securities
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Private placements
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||
Total investments in the fair value hierarchy
|
2,070
|
|
|
$
|
1,288
|
|
|
$
|
722
|
|
|
$
|
60
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments measured at net asset value:
|
|
|
|
|
|
|
|
||||||||
Collective investment funds
|
392
|
|
|
|
|
|
|
|
|
|
|
||||
Total investments at fair value
|
$
|
2,462
|
|
|
|
|
|
|
|
|
|
|
|||
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
|
|
|
|
|
|
|
|
|
Balance at
Beginning
of Period
|
|
|
|
|
|
|
|
|
|
Balance at
End of Period
|
||||||||||||
|
|
Net Gains (Losses)
|
|
|
|
|
|
||||||||||||||||
(in millions)
|
|
Realized
|
|
Unrealized
|
|
Purchases
|
|
Sales
|
|
||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private placements
|
$
|
80
|
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
$
|
70
|
|
|
$
|
(82
|
)
|
|
$
|
60
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private placements
|
$
|
71
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
77
|
|
|
$
|
(73
|
)
|
|
$
|
80
|
|
|
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)
|
||||||
2019
|
$
|
125
|
|
|
$
|
12
|
|
|
$
|
5
|
|
2020
|
125
|
|
|
14
|
|
|
5
|
|
|||
2021
|
128
|
|
|
14
|
|
|
5
|
|
|||
2022
|
131
|
|
|
14
|
|
|
5
|
|
|||
2023
|
133
|
|
|
14
|
|
|
4
|
|
|||
2024 - 2028
|
672
|
|
|
73
|
|
|
18
|
|
(a)
|
Estimated benefit payments in the postretirement benefit plan are net of estimated Medicare subsidies.
|
(in millions)
|
|
|
|
|
|
||||||
December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
227
|
|
|
$
|
371
|
|
|
$
|
224
|
|
Foreign
|
10
|
|
|
5
|
|
|
5
|
|
|||
State and local
|
39
|
|
|
36
|
|
|
15
|
|
|||
Total current
|
276
|
|
|
412
|
|
|
244
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
29
|
|
|
(26
|
)
|
|
(49
|
)
|
|||
State and local
|
3
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Remeasurement of deferred taxes
|
(8
|
)
|
|
107
|
|
|
—
|
|
|||
Total deferred
|
24
|
|
|
79
|
|
|
(51
|
)
|
|||
Total
|
$
|
300
|
|
|
$
|
491
|
|
|
$
|
193
|
|
(dollar amounts in millions)
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Years Ended December 31
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Tax based on federal statutory rate
|
$
|
323
|
|
|
21.0
|
%
|
|
$
|
432
|
|
|
35.0
|
%
|
|
$
|
235
|
|
|
35.0
|
%
|
State income taxes
|
35
|
|
|
2.3
|
|
|
22
|
|
|
1.8
|
|
|
8
|
|
|
1.2
|
|
|||
Employee stock transactions
|
(23
|
)
|
|
(1.5
|
)
|
|
(35
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|||
Capitalization and recovery positions (a)
|
(17
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Affordable housing and historic credits
|
(12
|
)
|
|
(0.8
|
)
|
|
(21
|
)
|
|
(1.7
|
)
|
|
(22
|
)
|
|
(3.3
|
)
|
|||
Bank-owned life insurance
|
(9
|
)
|
|
(0.6
|
)
|
|
(16
|
)
|
|
(1.3
|
)
|
|
(15
|
)
|
|
(2.3
|
)
|
|||
Remeasurement of deferred taxes
|
(8
|
)
|
|
(0.5
|
)
|
|
107
|
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|||
FDIC fees (b)
|
8
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other changes in unrecognized tax benefits
|
4
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax-related interest and penalties
|
(3
|
)
|
|
(0.2
|
)
|
|
4
|
|
|
0.3
|
|
|
3
|
|
|
0.5
|
|
|||
Lease termination transactions
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(0.2
|
)
|
|
(15
|
)
|
|
(2.2
|
)
|
|||
Other
|
2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(0.1
|
)
|
|||
Provision for income taxes
|
$
|
300
|
|
|
19.5
|
%
|
|
$
|
491
|
|
|
39.8
|
%
|
|
$
|
193
|
|
|
28.8
|
%
|
(a)
|
Tax benefits from the review of tax capitalization and recovery positions related to software and fixed assets included in the 2017 tax return.
|
(b)
|
Beginning January 1, 2018, FDIC fees are no longer deductible as a result of the enactment of the Tax Cuts and Jobs Act.
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1
|
$
|
10
|
|
|
$
|
15
|
|
|
$
|
22
|
|
Increase as a result of tax positions taken during a prior period
|
9
|
|
|
4
|
|
|
—
|
|
|||
Decrease related to settlements with tax authorities
|
(4
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|||
Other
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Balance at December 31
|
$
|
14
|
|
|
$
|
10
|
|
|
$
|
15
|
|
Jurisdiction
|
Tax Years
|
Federal
|
2014-2017
|
California
|
2006-2017
|
(dollar amounts in millions)
|
Comerica
Incorporated
(Consolidated)
|
|
Comerica
Bank
|
||||
December 31, 2018
|
|
|
|
||||
CET1 capital (minimum $3.0 billion (Consolidated))
|
$
|
7,470
|
|
|
$
|
7,229
|
|
Tier 1 capital (minimum $4.0 billion (Consolidated))
|
7,470
|
|
|
7,229
|
|
||
Total capital (minimum $5.4 billion (Consolidated))
|
8,855
|
|
|
8,433
|
|
||
Risk-weighted assets
|
67,047
|
|
|
66,857
|
|
||
Average assets (fourth quarter)
|
71,070
|
|
|
70,905
|
|
||
CET1 capital to risk-weighted assets (minimum-4.5%)
|
11.14
|
%
|
|
10.81
|
%
|
||
Tier 1 capital to risk-weighted assets (minimum-6.0%)
|
11.14
|
|
|
10.81
|
|
||
Total capital to risk-weighted assets (minimum-8.0%)
|
13.21
|
|
|
12.61
|
|
||
Tier 1 capital to average assets (minimum-4.0%)
|
10.51
|
|
|
10.20
|
|
||
Capital conservation buffer
|
5.14
|
|
|
4.61
|
|
||
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
|
|
•
|
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, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
15
|
|
Restructuring charges
|
10
|
|
|
4
|
|
|
37
|
|
|
2
|
|
|
53
|
|
|||||
Payments
|
(13
|
)
|
|
(3
|
)
|
|
(39
|
)
|
|
(3
|
)
|
|
(58
|
)
|
|||||
Balance at end of period
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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 (b)
|
$
|
72
|
|
|
$
|
21
|
|
|
$
|
63
|
|
|
$
|
35
|
|
|
$
|
191
|
|
(a)
|
Adjustments for non-cash charges primarily relate to impairments of previously capitalized software costs in Technology Costs.
|
(b)
|
Restructuring activities were completed as of
12/31/2018
.
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2018
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
1,613
|
|
|
$
|
548
|
|
|
$
|
181
|
|
|
$
|
(46
|
)
|
|
$
|
56
|
|
|
$
|
2,352
|
|
Provision for credit losses
|
6
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
||||||
Noninterest income
|
547
|
|
|
136
|
|
|
266
|
|
|
27
|
|
|
—
|
|
|
976
|
|
||||||
Noninterest expenses
|
847
|
|
|
602
|
|
|
293
|
|
|
(4
|
)
|
|
56
|
|
|
1,794
|
|
||||||
Provision (benefit) for income taxes
|
283
|
|
|
18
|
|
|
36
|
|
|
(14
|
)
|
|
(23
|
)
|
(a)
|
300
|
|
||||||
Net income (loss)
|
$
|
1,024
|
|
|
$
|
65
|
|
|
$
|
121
|
|
|
$
|
(1
|
)
|
|
$
|
26
|
|
|
$
|
1,235
|
|
Net credit-related charge-offs (recoveries)
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
43,207
|
|
|
$
|
2,633
|
|
|
$
|
5,214
|
|
|
$
|
13,705
|
|
|
$
|
5,965
|
|
|
$
|
70,724
|
|
Loans
|
41,618
|
|
|
2,067
|
|
|
5,081
|
|
|
—
|
|
|
—
|
|
|
48,766
|
|
||||||
Deposits
|
30,116
|
|
|
20,812
|
|
|
3,941
|
|
|
941
|
|
|
125
|
|
|
55,935
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
2.37
|
%
|
|
0.31
|
%
|
|
2.32
|
%
|
|
N/M
|
|
|
N/M
|
|
|
1.75
|
%
|
||||||
Efficiency ratio (c)
|
39.22
|
|
|
87.47
|
|
|
65.60
|
|
|
N/M
|
|
|
N/M
|
|
|
53.56
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2017
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
1,513
|
|
|
$
|
453
|
|
|
$
|
169
|
|
|
$
|
(111
|
)
|
|
$
|
37
|
|
|
$
|
2,061
|
|
Provision for credit losses
|
69
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
74
|
|
||||||
Noninterest income
|
639
|
|
|
154
|
|
|
255
|
|
|
49
|
|
|
10
|
|
|
1,107
|
|
||||||
Noninterest expenses
|
918
|
|
|
615
|
|
|
285
|
|
|
(4
|
)
|
|
46
|
|
|
1,860
|
|
||||||
Provision (benefit) for income taxes
|
410
|
|
|
(4
|
)
|
|
51
|
|
|
(35
|
)
|
|
69
|
|
(a)
|
491
|
|
||||||
Net income (loss)
|
$
|
755
|
|
|
$
|
(6
|
)
|
|
$
|
87
|
|
|
$
|
(23
|
)
|
|
$
|
(70
|
)
|
|
$
|
743
|
|
Net credit-related (recoveries) charge-offs
|
$
|
96
|
|
|
$
|
1
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
42,653
|
|
|
$
|
2,626
|
|
|
$
|
5,401
|
|
|
$
|
13,954
|
|
|
$
|
6,818
|
|
|
$
|
71,452
|
|
Loans
|
41,241
|
|
|
2,061
|
|
|
5,256
|
|
|
—
|
|
|
—
|
|
|
48,558
|
|
||||||
Deposits
|
31,999
|
|
|
20,775
|
|
|
4,081
|
|
|
241
|
|
|
162
|
|
|
57,258
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.77
|
%
|
|
(0.03
|
)%
|
|
1.61
|
%
|
|
N/M
|
|
|
N/M
|
|
|
1.04
|
%
|
||||||
Efficiency ratio (c)
|
42.67
|
|
|
100.72
|
|
|
67.06
|
|
|
N/M
|
|
|
N/M
|
|
|
58.64
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2016
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
1,506
|
|
|
$
|
393
|
|
|
$
|
158
|
|
|
$
|
(283
|
)
|
|
$
|
23
|
|
|
$
|
1,797
|
|
Provision for credit losses
|
254
|
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
248
|
|
||||||
Noninterest income
|
608
|
|
|
153
|
|
|
243
|
|
|
43
|
|
|
4
|
|
|
1,051
|
|
||||||
Noninterest expenses
|
963
|
|
|
643
|
|
|
301
|
|
|
(4
|
)
|
|
27
|
|
|
1,930
|
|
||||||
Provision (benefit) for income taxes
|
284
|
|
|
(34
|
)
|
|
36
|
|
|
(90
|
)
|
|
(3
|
)
|
|
193
|
|
||||||
Net income (loss)
|
$
|
613
|
|
|
$
|
(61
|
)
|
|
$
|
68
|
|
|
$
|
(146
|
)
|
|
$
|
3
|
|
|
$
|
477
|
|
Net credit-related charge-offs
|
$
|
155
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
43,373
|
|
|
$
|
2,675
|
|
|
$
|
5,232
|
|
|
$
|
13,993
|
|
|
$
|
6,470
|
|
|
$
|
71,743
|
|
Loans
|
41,954
|
|
|
1,994
|
|
|
5,048
|
|
|
—
|
|
|
—
|
|
|
48,996
|
|
||||||
Deposits
|
32,930
|
|
|
20,332
|
|
|
4,126
|
|
|
88
|
|
|
265
|
|
|
57,741
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.41
|
%
|
|
(0.29
|
)%
|
|
1.32
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.67
|
%
|
||||||
Efficiency ratio (c)
|
45.52
|
|
|
116.63
|
|
|
75.03
|
|
|
N/M
|
|
|
N/M
|
|
|
67.62
|
|
(a)
|
Primarily reflected discrete tax items, including a benefit of
$48 million
in 2018 and a net charge of
$72 million
in
2017
.
|
(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 and noninterest income excluding gains (losses) from securities and a derivative contract tied to the conversion rate of Visa Class B shares.
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2018
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
$
|
727
|
|
|
$
|
788
|
|
|
$
|
475
|
|
|
$
|
352
|
|
|
$
|
10
|
|
|
$
|
2,352
|
|
Provision for credit losses
|
30
|
|
|
31
|
|
|
(53
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|
(1
|
)
|
||||||
Noninterest income
|
296
|
|
|
164
|
|
|
130
|
|
|
359
|
|
|
27
|
|
|
976
|
|
||||||
Noninterest expenses
|
577
|
|
|
424
|
|
|
365
|
|
|
376
|
|
|
52
|
|
|
1,794
|
|
||||||
Provision (benefit) for income taxes
|
90
|
|
|
122
|
|
|
64
|
|
|
61
|
|
|
(37
|
)
|
(a)
|
300
|
|
||||||
Net income
|
$
|
326
|
|
|
$
|
375
|
|
|
$
|
229
|
|
|
$
|
280
|
|
|
$
|
25
|
|
|
$
|
1,235
|
|
Net credit-related charge-offs
|
$
|
7
|
|
|
$
|
27
|
|
|
$
|
12
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,207
|
|
|
$
|
18,532
|
|
|
$
|
10,389
|
|
|
$
|
8,925
|
|
|
$
|
19,671
|
|
|
$
|
70,724
|
|
Loans
|
12,531
|
|
|
18,283
|
|
|
9,821
|
|
|
8,131
|
|
|
—
|
|
|
48,766
|
|
||||||
Deposits
|
20,772
|
|
|
16,964
|
|
|
8,993
|
|
|
8,141
|
|
|
1,065
|
|
|
55,935
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
1.52
|
%
|
|
2.02
|
%
|
|
2.20
|
%
|
|
3.14
|
%
|
|
N/M
|
|
|
1.75
|
%
|
||||||
Efficiency ratio (c)
|
56.16
|
|
|
44.58
|
|
|
60.28
|
|
|
52.95
|
|
|
N/M
|
|
|
53.56
|
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2017
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
657
|
|
|
$
|
711
|
|
|
$
|
451
|
|
|
$
|
316
|
|
|
$
|
(74
|
)
|
|
$
|
2,061
|
|
Provision for credit losses
|
8
|
|
|
104
|
|
|
(72
|
)
|
|
33
|
|
|
1
|
|
|
74
|
|
||||||
Noninterest income
|
324
|
|
|
171
|
|
|
131
|
|
|
423
|
|
|
58
|
|
|
1,107
|
|
||||||
Noninterest expenses
|
589
|
|
|
404
|
|
|
375
|
|
|
450
|
|
|
42
|
|
|
1,860
|
|
||||||
Provision for income taxes
|
137
|
|
|
145
|
|
|
104
|
|
|
71
|
|
|
34
|
|
(a)
|
491
|
|
||||||
Net income (loss)
|
$
|
247
|
|
|
$
|
229
|
|
|
$
|
175
|
|
|
$
|
185
|
|
|
$
|
(93
|
)
|
|
$
|
743
|
|
Net credit-related (recoveries) charge-offs
|
$
|
(1
|
)
|
|
$
|
33
|
|
|
$
|
46
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,395
|
|
|
$
|
18,264
|
|
|
$
|
10,443
|
|
|
$
|
8,578
|
|
|
$
|
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)
|
1.09
|
%
|
|
1.24
|
%
|
|
1.61
|
%
|
|
2.14
|
%
|
|
N/M
|
|
|
1.04
|
%
|
||||||
Efficiency ratio (c)
|
59.84
|
|
|
45.82
|
|
|
64.30
|
|
|
60.99
|
|
|
N/M
|
|
|
58.64
|
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2016
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
616
|
|
|
$
|
678
|
|
|
$
|
444
|
|
|
$
|
319
|
|
|
$
|
(260
|
)
|
|
$
|
1,797
|
|
Provision for credit losses
|
9
|
|
|
21
|
|
|
225
|
|
|
(7
|
)
|
|
—
|
|
|
248
|
|
||||||
Noninterest income
|
320
|
|
|
162
|
|
|
129
|
|
|
393
|
|
|
47
|
|
|
1,051
|
|
||||||
Noninterest expenses
|
618
|
|
|
435
|
|
|
408
|
|
|
446
|
|
|
23
|
|
|
1,930
|
|
||||||
Provision (benefit) for income taxes
|
99
|
|
|
138
|
|
|
(21
|
)
|
|
70
|
|
|
(93
|
)
|
|
193
|
|
||||||
Net income (loss)
|
$
|
210
|
|
|
$
|
246
|
|
|
$
|
(39
|
)
|
|
$
|
203
|
|
|
$
|
(143
|
)
|
|
$
|
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)
|
0.93
|
%
|
|
1.33
|
%
|
|
(0.32
|
)%
|
|
2.24
|
%
|
|
N/M
|
|
|
0.67
|
%
|
||||||
Efficiency ratio (c)
|
65.65
|
|
|
51.84
|
|
|
70.93
|
|
|
62.67
|
|
|
N/M
|
|
|
67.62
|
|
(a)
|
Primarily reflected discrete tax items, including a benefit of
$48 million
in 2018 and a net charge of
$72 million
in
2017
.
|
(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 and noninterest income excluding gains (losses) from securities and a derivative contract tied to the conversion rate of Visa Class B shares.
|
(in millions, except share data)
|
|
|
|
||||
December 31
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and due from subsidiary bank
|
$
|
1,524
|
|
|
$
|
1,059
|
|
Other short-term investments
|
88
|
|
|
92
|
|
||
Investment in subsidiaries, principally banks
|
7,429
|
|
|
7,467
|
|
||
Premises and equipment
|
1
|
|
|
2
|
|
||
Other assets
|
169
|
|
|
127
|
|
||
Total assets
|
$
|
9,211
|
|
|
$
|
8,747
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Medium- and long-term debt
|
$
|
1,459
|
|
|
$
|
602
|
|
Other liabilities
|
245
|
|
|
182
|
|
||
Total liabilities
|
1,704
|
|
|
784
|
|
||
Common stock - $5 par value:
|
|
|
|
||||
Authorized - 325,000,000 shares
|
|
|
|
||||
Issued - 228,164,824 shares
|
1,141
|
|
|
1,141
|
|
||
Capital surplus
|
2,148
|
|
|
2,122
|
|
||
Accumulated other comprehensive loss
|
(609
|
)
|
|
(451
|
)
|
||
Retained earnings
|
8,781
|
|
|
7,887
|
|
||
Less cost of common stock in treasury - 68,081,176 shares at 12/31/18 and 55,306,483 shares at 12/31/17
|
(3,954
|
)
|
|
(2,736
|
)
|
||
Total shareholders’ equity
|
7,507
|
|
|
7,963
|
|
||
Total liabilities and shareholders’ equity
|
$
|
9,211
|
|
|
$
|
8,747
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Income
|
|
|
|
|
|
||||||
Income from subsidiaries:
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
1,135
|
|
|
$
|
915
|
|
|
$
|
549
|
|
Other interest income
|
13
|
|
|
3
|
|
|
1
|
|
|||
Intercompany management fees
|
228
|
|
|
136
|
|
|
138
|
|
|||
Other noninterest income
|
—
|
|
|
8
|
|
|
3
|
|
|||
Total income
|
1,376
|
|
|
1,062
|
|
|
691
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest on medium- and long-term debt
|
29
|
|
|
13
|
|
|
10
|
|
|||
Salaries and benefits expense
|
140
|
|
|
127
|
|
|
114
|
|
|||
Net occupancy expense
|
5
|
|
|
5
|
|
|
5
|
|
|||
Equipment expense
|
1
|
|
|
1
|
|
|
1
|
|
|||
Restructuring charges
|
2
|
|
|
6
|
|
|
33
|
|
|||
Other noninterest expenses
|
75
|
|
|
80
|
|
|
72
|
|
|||
Total expenses
|
252
|
|
|
232
|
|
|
235
|
|
|||
Income before benefit for income taxes and equity in undistributed earnings of subsidiaries
|
1,124
|
|
|
830
|
|
|
456
|
|
|||
Benefit for income taxes
|
(5
|
)
|
|
(26
|
)
|
|
(28
|
)
|
|||
Income before equity in undistributed earnings of subsidiaries
|
1,129
|
|
|
856
|
|
|
484
|
|
|||
Equity in undistributed earnings of subsidiaries, principally banks
|
106
|
|
|
(113
|
)
|
|
(7
|
)
|
|||
Net income
|
1,235
|
|
|
743
|
|
|
477
|
|
|||
Less income allocated to participating securities
|
8
|
|
|
5
|
|
|
4
|
|
|||
Net income attributable to common shares
|
$
|
1,227
|
|
|
$
|
738
|
|
|
$
|
473
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1,235
|
|
|
$
|
743
|
|
|
$
|
477
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Undistributed earnings of subsidiaries, principally banks
|
(106
|
)
|
|
113
|
|
|
7
|
|
|||
Depreciation and amortization
|
1
|
|
|
1
|
|
|
1
|
|
|||
Net periodic defined benefit cost (credit)
|
4
|
|
|
(2
|
)
|
|
1
|
|
|||
Share-based compensation expense
|
21
|
|
|
16
|
|
|
14
|
|
|||
Benefit for deferred income taxes
|
(1
|
)
|
|
(10
|
)
|
|
(3
|
)
|
|||
Other, net
|
10
|
|
|
59
|
|
|
6
|
|
|||
Net cash provided by operating activities
|
1,164
|
|
|
920
|
|
|
503
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Medium- and long-term debt:
|
|
|
|
|
|
||||||
Issuances
|
850
|
|
|
—
|
|
|
—
|
|
|||
Common Stock:
|
|
|
|
|
|
||||||
Repurchases
|
(1,338
|
)
|
|
(560
|
)
|
|
(320
|
)
|
|||
Cash dividends paid
|
(263
|
)
|
|
(180
|
)
|
|
(152
|
)
|
|||
Issuances of common stock under employee stock plans
|
52
|
|
|
118
|
|
|
157
|
|
|||
Net cash used in financing activities
|
(699
|
)
|
|
(622
|
)
|
|
(315
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
465
|
|
|
298
|
|
|
188
|
|
|||
Cash and cash equivalents at beginning of period
|
1,059
|
|
|
761
|
|
|
573
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,524
|
|
|
$
|
1,059
|
|
|
$
|
761
|
|
Interest paid
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
9
|
|
Income taxes recovered
|
$
|
(155
|
)
|
|
$
|
(331
|
)
|
|
$
|
(139
|
)
|
|
2018
|
||||||||||||||
(in millions, except per share data)
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Interest income
|
$
|
704
|
|
|
$
|
675
|
|
|
$
|
650
|
|
|
$
|
590
|
|
Interest expense
|
90
|
|
|
76
|
|
|
60
|
|
|
41
|
|
||||
Net interest income
|
614
|
|
|
599
|
|
|
590
|
|
|
549
|
|
||||
Provision for credit losses
|
16
|
|
|
—
|
|
|
(29
|
)
|
|
12
|
|
||||
Net securities (losses) gains
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
1
|
|
||||
Noninterest income excluding net securities losses
|
250
|
|
|
254
|
|
|
248
|
|
|
243
|
|
||||
Noninterest expenses
|
448
|
|
|
452
|
|
|
448
|
|
|
446
|
|
||||
Provision for income taxes
|
90
|
|
|
63
|
|
|
93
|
|
|
54
|
|
||||
Net income
|
310
|
|
|
318
|
|
|
326
|
|
|
281
|
|
||||
Less income allocated to participating securities
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Net income attributable to common shares
|
$
|
308
|
|
|
$
|
316
|
|
|
$
|
324
|
|
|
$
|
279
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.91
|
|
|
$
|
1.89
|
|
|
$
|
1.90
|
|
|
$
|
1.62
|
|
Diluted
|
1.88
|
|
|
1.86
|
|
|
1.87
|
|
|
1.59
|
|
||||
Comprehensive income
|
312
|
|
|
296
|
|
|
290
|
|
|
178
|
|
|
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
|
|
||||
Noninterest income
|
285
|
|
|
275
|
|
|
276
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance & Other
|
|
Total
|
||||||||||
(in millions)
|
|||||||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
||||||||||
Card fees (a)
|
$
|
201
|
|
|
$
|
39
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
244
|
|
Service charges on deposit accounts (a)
|
134
|
|
|
72
|
|
|
5
|
|
|
—
|
|
|
211
|
|
|||||
Fiduciary income
|
—
|
|
|
—
|
|
|
206
|
|
|
—
|
|
|
206
|
|
|||||
Commercial loan servicing fees (b)
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Brokerage fees
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||
Other noninterest income (c)
|
12
|
|
|
19
|
|
|
17
|
|
|
1
|
|
|
49
|
|
|||||
Total revenue from contracts with customers
|
365
|
|
|
130
|
|
|
259
|
|
|
1
|
|
|
755
|
|
|||||
Other sources of noninterest income
|
182
|
|
|
6
|
|
|
7
|
|
|
26
|
|
|
221
|
|
|||||
Total noninterest income
|
$
|
547
|
|
|
$
|
136
|
|
|
$
|
266
|
|
|
$
|
27
|
|
|
$
|
976
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Card fees
|
$
|
285
|
|
|
$
|
43
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
333
|
|
Service charges on deposit accounts
|
143
|
|
|
79
|
|
|
5
|
|
|
—
|
|
|
227
|
|
|||||
Fiduciary income
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|||||
Commercial lending fees
|
84
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
85
|
|
|||||
Letter of credit fees
|
44
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
45
|
|
|||||
Bank-owned life insurance
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
43
|
|
|||||
Foreign exchange income
|
43
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
45
|
|
|||||
Brokerage fees
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|||||
Other noninterest income
|
40
|
|
|
32
|
|
|
20
|
|
|
16
|
|
|
108
|
|
|||||
Total noninterest income
|
$
|
639
|
|
|
$
|
154
|
|
|
$
|
255
|
|
|
$
|
59
|
|
|
$
|
1,107
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Card fees
|
$
|
257
|
|
|
$
|
42
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
303
|
|
Services charges on deposit accounts
|
136
|
|
|
79
|
|
|
4
|
|
|
—
|
|
|
219
|
|
|||||
Fiduciary income
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
190
|
|
|||||
Commercial lending fees
|
90
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
89
|
|
|||||
Letter of credit fees
|
49
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
50
|
|
|||||
Bank-owned life insurance
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
|||||
Foreign exchange income
|
39
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
42
|
|
|||||
Brokerage fees
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||
Other noninterest income
|
37
|
|
|
31
|
|
|
23
|
|
|
6
|
|
|
97
|
|
|||||
Total noninterest income
|
$
|
608
|
|
|
$
|
153
|
|
|
$
|
243
|
|
|
$
|
47
|
|
|
$
|
1,051
|
|
(a)
|
Adoption of Topic 606 resulted in a change in presentation which records certain costs in the same category as the associated revenues. The effect of this change was to reduce card fees by
$140 million
and service charges on deposit accounts by
$5 million
for the twelve months ended December 31, 2018. Refer to Note 1 for further information.
|
(b)
|
Included in commercial lending fees on the Consolidated Statements of Income.
|
(c)
|
Excludes derivative, warrant and other miscellaneous income.
|
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
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,135
|
|
|
$
|
1,209
|
|
|
$
|
1,146
|
|
|
$
|
1,059
|
|
|
$
|
934
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
4,700
|
|
|
5,443
|
|
|
5,099
|
|
|
6,158
|
|
|
5,513
|
|
|||||
Other short-term investments
|
134
|
|
|
92
|
|
|
102
|
|
|
106
|
|
|
109
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
11,810
|
|
|
12,207
|
|
|
12,348
|
|
|
10,237
|
|
|
9,350
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
30,534
|
|
|
30,415
|
|
|
31,062
|
|
|
31,501
|
|
|
29,715
|
|
|||||
Real estate construction loans
|
3,155
|
|
|
2,958
|
|
|
2,508
|
|
|
1,884
|
|
|
1,909
|
|
|||||
Commercial mortgage loans
|
9,131
|
|
|
9,005
|
|
|
8,981
|
|
|
8,697
|
|
|
8,706
|
|
|||||
Lease financing
|
470
|
|
|
509
|
|
|
684
|
|
|
783
|
|
|
834
|
|
|||||
International loans
|
1,021
|
|
|
1,157
|
|
|
1,367
|
|
|
1,441
|
|
|
1,376
|
|
|||||
Residential mortgage loans
|
1,983
|
|
|
1,989
|
|
|
1,894
|
|
|
1,878
|
|
|
1,778
|
|
|||||
Consumer loans
|
2,472
|
|
|
2,525
|
|
|
2,500
|
|
|
2,444
|
|
|
2,270
|
|
|||||
Total loans
|
48,766
|
|
|
48,558
|
|
|
48,996
|
|
|
48,628
|
|
|
46,588
|
|
|||||
Less allowance for loan losses
|
(695
|
)
|
|
(728
|
)
|
|
(730
|
)
|
|
(621
|
)
|
|
(601
|
)
|
|||||
Net loans
|
48,071
|
|
|
47,830
|
|
|
48,266
|
|
|
48,007
|
|
|
45,987
|
|
|||||
Accrued income and other assets
|
4,874
|
|
|
4,671
|
|
|
4,782
|
|
|
4,680
|
|
|
4,443
|
|
|||||
Total assets
|
$
|
70,724
|
|
|
$
|
71,452
|
|
|
$
|
71,743
|
|
|
$
|
70,247
|
|
|
$
|
66,336
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing deposits
|
$
|
29,241
|
|
|
$
|
31,013
|
|
|
$
|
29,751
|
|
|
$
|
28,087
|
|
|
$
|
25,019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market and interest-bearing checking deposits
|
22,378
|
|
|
21,585
|
|
|
22,744
|
|
|
24,073
|
|
|
22,891
|
|
|||||
Savings deposits
|
2,199
|
|
|
2,133
|
|
|
2,013
|
|
|
1,841
|
|
|
1,744
|
|
|||||
Customer certificates of deposit
|
2,092
|
|
|
2,471
|
|
|
3,200
|
|
|
4,209
|
|
|
4,869
|
|
|||||
Foreign office time deposits
|
25
|
|
|
56
|
|
|
33
|
|
|
116
|
|
|
261
|
|
|||||
Total interest-bearing deposits
|
26,694
|
|
|
26,245
|
|
|
27,990
|
|
|
30,239
|
|
|
29,765
|
|
|||||
Total deposits
|
55,935
|
|
|
57,258
|
|
|
57,741
|
|
|
58,326
|
|
|
54,784
|
|
|||||
Short-term borrowings
|
62
|
|
|
277
|
|
|
138
|
|
|
93
|
|
|
200
|
|
|||||
Accrued expenses and other liabilities
|
1,076
|
|
|
996
|
|
|
1,273
|
|
|
1,389
|
|
|
1,016
|
|
|||||
Medium- and long-term debt
|
5,842
|
|
|
4,969
|
|
|
4,917
|
|
|
2,905
|
|
|
2,963
|
|
|||||
Total liabilities
|
62,915
|
|
|
63,500
|
|
|
64,069
|
|
|
62,713
|
|
|
58,963
|
|
|||||
Total shareholders’ equity
|
7,809
|
|
|
7,952
|
|
|
7,674
|
|
|
7,534
|
|
|
7,373
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
70,724
|
|
|
$
|
71,452
|
|
|
$
|
71,743
|
|
|
$
|
70,247
|
|
|
$
|
66,336
|
|
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and fees on loans
|
$
|
2,262
|
|
|
$
|
1,872
|
|
|
$
|
1,635
|
|
|
$
|
1,551
|
|
|
$
|
1,525
|
|
Interest on investment securities
|
265
|
|
|
250
|
|
|
247
|
|
|
216
|
|
|
211
|
|
|||||
Interest on short-term investments
|
92
|
|
|
60
|
|
|
27
|
|
|
17
|
|
|
14
|
|
|||||
Total interest income
|
2,619
|
|
|
2,182
|
|
|
1,909
|
|
|
1,784
|
|
|
1,750
|
|
|||||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
122
|
|
|
42
|
|
|
40
|
|
|
43
|
|
|
45
|
|
|||||
Interest on short-term borrowings
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on medium- and long-term debt
|
144
|
|
|
76
|
|
|
72
|
|
|
52
|
|
|
50
|
|
|||||
Total interest expense
|
267
|
|
|
121
|
|
|
112
|
|
|
95
|
|
|
95
|
|
|||||
Net interest income
|
2,352
|
|
|
2,061
|
|
|
1,797
|
|
|
1,689
|
|
|
1,655
|
|
|||||
Provision for credit losses
|
(1
|
)
|
|
74
|
|
|
248
|
|
|
147
|
|
|
27
|
|
|||||
Net interest income after provision for loan losses
|
2,353
|
|
|
1,987
|
|
|
1,549
|
|
|
1,542
|
|
|
1,628
|
|
|||||
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Card fees
|
244
|
|
|
333
|
|
|
303
|
|
|
276
|
|
|
81
|
|
|||||
Service charges on deposit accounts
|
211
|
|
|
227
|
|
|
219
|
|
|
223
|
|
|
215
|
|
|||||
Fiduciary income
|
206
|
|
|
198
|
|
|
190
|
|
|
187
|
|
|
180
|
|
|||||
Commercial lending fees
|
85
|
|
|
85
|
|
|
89
|
|
|
99
|
|
|
98
|
|
|||||
Letter of credit fees
|
40
|
|
|
45
|
|
|
50
|
|
|
53
|
|
|
57
|
|
|||||
Bank-owned life insurance
|
39
|
|
|
43
|
|
|
42
|
|
|
40
|
|
|
39
|
|
|||||
Foreign exchange income
|
47
|
|
|
45
|
|
|
42
|
|
|
40
|
|
|
40
|
|
|||||
Brokerage fees
|
27
|
|
|
23
|
|
|
19
|
|
|
17
|
|
|
17
|
|
|||||
Net securities losses
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
1
|
|
|||||
Other noninterest income
|
96
|
|
|
108
|
|
|
97
|
|
|
102
|
|
|
129
|
|
|||||
Total noninterest income
|
976
|
|
|
1,107
|
|
|
1,051
|
|
|
1,035
|
|
|
857
|
|
|||||
NONINTEREST EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries and benefits expense
|
1,009
|
|
|
961
|
|
|
989
|
|
|
1,000
|
|
|
972
|
|
|||||
Outside processing fee expense
|
255
|
|
|
366
|
|
|
336
|
|
|
318
|
|
|
111
|
|
|||||
Net occupancy expense
|
152
|
|
|
154
|
|
|
157
|
|
|
159
|
|
|
171
|
|
|||||
Equipment expense
|
48
|
|
|
45
|
|
|
53
|
|
|
53
|
|
|
57
|
|
|||||
Restructuring charges
|
53
|
|
|
45
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|||||
Software expense
|
125
|
|
|
126
|
|
|
119
|
|
|
99
|
|
|
95
|
|
|||||
FDIC insurance expense
|
42
|
|
|
51
|
|
|
54
|
|
|
37
|
|
|
33
|
|
|||||
Advertising expense
|
30
|
|
|
28
|
|
|
21
|
|
|
24
|
|
|
23
|
|
|||||
Litigation-related expenses
|
—
|
|
|
|
|
|
|
|
|
(32
|
)
|
|
4
|
|
|||||
Gain on debt redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Other noninterest expenses
|
80
|
|
|
84
|
|
|
108
|
|
|
169
|
|
|
181
|
|
|||||
Total noninterest expenses
|
1,794
|
|
|
1,860
|
|
|
1,930
|
|
|
1,827
|
|
|
1,615
|
|
|||||
Income before income taxes
|
1,535
|
|
|
1,234
|
|
|
670
|
|
|
750
|
|
|
870
|
|
|||||
Provision for income taxes
|
300
|
|
|
491
|
|
|
193
|
|
|
229
|
|
|
277
|
|
|||||
NET INCOME
|
$
|
1,235
|
|
|
$
|
743
|
|
|
$
|
477
|
|
|
$
|
521
|
|
|
$
|
593
|
|
Less income allocated to participating securities
|
8
|
|
|
5
|
|
|
4
|
|
|
6
|
|
|
7
|
|
|||||
Net income attributable to common shares
|
$
|
1,227
|
|
|
$
|
738
|
|
|
$
|
473
|
|
|
$
|
515
|
|
|
$
|
586
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
7.31
|
|
|
$
|
4.23
|
|
|
$
|
2.74
|
|
|
$
|
2.93
|
|
|
$
|
3.28
|
|
Diluted
|
7.20
|
|
|
4.14
|
|
|
2.68
|
|
|
2.84
|
|
|
3.16
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income
|
1,076
|
|
|
762
|
|
|
523
|
|
|
504
|
|
|
572
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared on common stock
|
309
|
|
|
193
|
|
|
154
|
|
|
148
|
|
|
143
|
|
|||||
Cash dividends declared per common share
|
1.84
|
|
|
1.09
|
|
|
0.89
|
|
|
0.83
|
|
|
0.79
|
|
Years Ended December 31
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Average Rates
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
1.94
|
%
|
|
1.09
|
%
|
|
0.51
|
%
|
|
0.26
|
%
|
|
0.26
|
%
|
|||||
Other short-term investments
|
0.96
|
|
|
0.64
|
|
|
0.61
|
|
|
0.81
|
|
|
0.54
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities
|
2.19
|
|
|
2.05
|
|
|
2.02
|
|
|
2.13
|
|
|
2.25
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
4.64
|
|
|
3.82
|
|
|
3.25
|
|
|
3.06
|
|
|
3.11
|
|
|||||
Real estate construction loans
|
5.21
|
|
|
4.18
|
|
|
3.63
|
|
|
3.48
|
|
|
3.41
|
|
|||||
Commercial mortgage loans
|
4.69
|
|
|
3.97
|
|
|
3.49
|
|
|
3.41
|
|
|
3.75
|
|
|||||
Lease financing
|
3.82
|
|
|
2.63
|
|
|
2.64
|
|
|
3.15
|
|
|
2.30
|
|
|||||
International loans
|
4.97
|
|
|
4.07
|
|
|
3.63
|
|
|
3.58
|
|
|
3.65
|
|
|||||
Residential mortgage loans
|
3.77
|
|
|
3.70
|
|
|
3.76
|
|
|
3.77
|
|
|
3.82
|
|
|||||
Consumer loans
|
4.41
|
|
|
3.70
|
|
|
3.32
|
|
|
3.26
|
|
|
3.20
|
|
|||||
Total loans
|
4.64
|
|
|
3.85
|
|
|
3.34
|
|
|
3.19
|
|
|
3.27
|
|
|||||
Interest income as a percentage of earning assets
|
3.99
|
|
|
3.29
|
|
|
2.88
|
|
|
2.75
|
|
|
2.85
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic deposits
|
0.45
|
|
|
0.16
|
|
|
0.14
|
|
|
0.14
|
|
|
0.14
|
|
|||||
Deposits in foreign offices
|
1.19
|
|
|
0.64
|
|
|
0.35
|
|
|
1.02
|
|
|
0.82
|
|
|||||
Total interest-bearing deposits
|
0.46
|
|
|
0.16
|
|
|
0.14
|
|
|
0.14
|
|
|
0.15
|
|
|||||
Short-term borrowings
|
1.90
|
|
|
1.14
|
|
|
0.45
|
|
|
0.05
|
|
|
0.03
|
|
|||||
Medium- and long-term debt
|
2.42
|
|
|
1.51
|
|
|
1.45
|
|
|
1.80
|
|
|
1.68
|
|
|||||
Interest expense as a percentage of interest-bearing sources
|
0.82
|
|
|
0.38
|
|
|
0.34
|
|
|
0.29
|
|
|
0.29
|
|
|||||
Interest rate spread
|
3.17
|
|
|
2.91
|
|
|
2.54
|
|
|
2.46
|
|
|
2.56
|
|
|||||
Impact of net noninterest-bearing sources of funds
|
0.41
|
|
|
0.20
|
|
|
0.17
|
|
|
0.14
|
|
|
0.13
|
|
|||||
Net interest margin as a percentage of earning assets
|
3.58
|
%
|
|
3.11
|
%
|
|
2.71
|
%
|
|
2.60
|
%
|
|
2.69
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average common shareholders’ equity
|
15.82
|
%
|
|
9.34
|
%
|
|
6.22
|
%
|
|
6.91
|
%
|
|
8.05
|
%
|
|||||
Return on average assets
|
1.75
|
|
|
1.04
|
|
|
0.67
|
|
|
0.74
|
|
|
0.89
|
|
|||||
Efficiency ratio (a)
|
53.56
|
|
|
58.64
|
|
|
67.62
|
|
|
67.03
|
|
|
64.26
|
|
|||||
Common equity tier 1 capital as a percentage of risk weighted assets (b)
|
11.14
|
|
|
11.68
|
|
|
11.09
|
|
|
10.54
|
|
|
n/a
|
|
|||||
Tier 1 capital as a percentage of risk-weighted assets (b)
|
11.14
|
|
|
11.68
|
|
|
11.09
|
|
|
10.54
|
|
|
10.50
|
|
|||||
Total capital as a percentage of risk-weighted assets
|
13.21
|
|
|
13.84
|
|
|
13.27
|
|
|
12.69
|
|
|
12.51
|
|
|||||
Common equity ratio
|
10.60
|
|
|
11.13
|
|
|
10.68
|
|
|
10.52
|
|
|
10.70
|
|
|||||
Tangible common equity as a percentage of tangible assets (c)
|
9.78
|
|
|
10.32
|
|
|
9.89
|
|
|
9.70
|
|
|
9.85
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value at year-end
|
$
|
46.89
|
|
|
$
|
46.07
|
|
|
$
|
44.47
|
|
|
$
|
43.03
|
|
|
$
|
41.35
|
|
Market value at year-end
|
68.69
|
|
|
86.81
|
|
|
68.11
|
|
|
41.83
|
|
|
46.84
|
|
|||||
Market value for the year
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
102.66
|
|
|
88.22
|
|
|
70.44
|
|
|
53.45
|
|
|
53.50
|
|
|||||
Low
|
63.69
|
|
|
64.04
|
|
|
30.48
|
|
|
39.52
|
|
|
42.73
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data (share data in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Average common shares outstanding - basic
|
168
|
|
|
174
|
|
|
172
|
|
|
176
|
|
|
179
|
|
|||||
Average common shares outstanding - diluted
|
171
|
|
|
178
|
|
|
177
|
|
|
181
|
|
|
185
|
|
|||||
Number of banking centers
|
436
|
|
|
438
|
|
|
458
|
|
|
477
|
|
|
481
|
|
|||||
Number of employees (full-time equivalent)
|
7,865
|
|
|
7,999
|
|
|
7,960
|
|
|
8,880
|
|
|
8,876
|
|
(a)
|
Noninterest expenses as a percentage of the sum of net interest income and noninterest income excluding net securities gains (losses) from securities and a derivative contract tied to the conversion rate of Visa Class B shares.
|
(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/ Curtis C. Farmer
|
|
|
Curtis C. Farmer
|
|
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 Participant, 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 “
Target SELTPP Award
”) equal to
XXXXXX
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 Goal and the TSR Modifier as provided in Schedule A attached hereto (the “
Performance Requirements
”). The number of SELTPP Units that the Participant shall receive under this Agreement, after giving effect to such adjustment and rounded down to a whole number, is referred to as the “
Final Award Number
.” Each SELTPP Unit shall represent an unfunded, unsecured right for the Participant to receive one (1) Share, as described in this Agreement. The “
Performance Period
” over which the Final Award Number shall be determined shall be the period beginning January 1,
20XX
and ending December 31,
20XX
. The Committee shall, following the end of the Performance Period (and in no event later than March 10,
20XX
), determine whether and the extent to 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 Participant shall have no voting or other ownership rights in the Company arising from the Award of SELTPP Units under this Agreement prior to the delivery of Shares upon the vesting and settlement of SELTPP Units underlying the Award.
|
3.
|
Dividend Equivalents
. If cash dividends are declared by the Board on the Common Stock on or after the Effective Date and prior to the Settlement Date (as defined below), cash dividend equivalents (the “
Dividend Equivalents
”) shall accrue on the Shares underlying SELTPP Units, whether such SELTPP Units are vested or unvested, which Dividend Equivalents shall be subject to vesting and forfeiture on the same terms and conditions as the underlying SELTPP Units. Such Dividend Equivalents shall be in an amount of cash per SELTPP Unit equal to the cash dividend paid with respect to each outstanding Share and shall be credited on the declaration date applicable to Shares. The Dividend Equivalents accrued prior to the Settlement Date shall be paid to the Participant with respect to all vested SELTPP Units on or as soon as reasonably practicable following the Settlement Date (and in no event later than March 15,
20XX
). The Dividend Equivalents accrued on Shares underlying SELTPP Units that do not vest and are forfeited shall be forfeited for no consideration on the date such SELTPP Units are forfeited.
|
4.
|
Vesting and Settlement of Award
.
|
a.
|
General.
Except as otherwise provided in the Plan and this Agreement, the number of SELTPP Units equal to the Final Award Number shall vest on the Determination Date, as determined in accordance with
Schedule A
, subject to the Participant’s continued employment by the Company or one of its Affiliates through the Determination Date.
|
b.
|
Disability or Death Prior to a Change in Control
. In the event of (i) the Participant’s Termination of Service due to Disability or death or (ii) death following Retirement, in each case, prior to both the Determination Date and a Change in Control, a number of SELTPP Units equal to the Target SELTPP Award shall immediately and fully vest effective as of the date of the Participant’s Termination of Service due to Disability or the date of the Participant’s death, as applicable. The Settlement Date shall occur as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant’s death or date of Termination of Service due to Disability;
provided
,
however
, that, notwithstanding the foregoing, if the Award constitutes non-qualified deferred compensation subject to Section 409A of the Code, in the event of the Participant’s Termination of Service due to Disability, the Settlement Date shall be the first day of
20XX
on which the Applicable Exchange is open for trading (or, if earlier, as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant’s death). If a Participant is eligible for Retirement as of the date of Termination from Service due to Disability, the provisions of this Agreement relating to Retirement as set forth below shall apply, regardless of whether he or she otherwise meets the requirements for Disability.
|
c.
|
Retirement Prior to a Change in Control
. In the event of the Participant’s Termination of Service due to Retirement prior to both the Determination Date and a Change in Control, then, except as provided in Section 4(b)(ii), the Award shall continue to vest and settle in accordance with Section 4(a),
provided
that the continued employment requirement shall cease to apply.
|
d.
|
Change in Control
.
|
i.
|
General
. A Change in Control shall have the effect provided in Section 10 of the Plan. In accordance with Section 10 of the Plan, effective as of immediately prior to the Change in Control, the Performance Requirements shall be deemed to be achieved at the greater of (x) 100% and (y) the Payout Percentage based on the level of achievement determined by the Committee prior to the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period).
|
ii.
|
Replacement Award Granted
. If a Replacement Award is provided pursuant to Section 10(c) of the Plan, the Determination Date shall be deemed to be December 31,
20XX
.
|
1.
|
Without Cause or for Good Reason
. In the event of a Termination of Service of the Participant by the Company other than for Cause or by the Participant for Good Reason, in each case, both prior to the Determination Date and within twenty-four (24) months following a Change in Control, the Award shall immediately and fully vest effective as of the date of the Participant’s Termination of Service. For purposes of the vested SELTPP Units, the Settlement Date shall occur as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Termination of Service;
provided
,
however
, that, notwithstanding the foregoing, if the Award constitutes non-qualified deferred compensation subject to Section 409A of the Code and such Change in Control is not a Section 409A CIC, the Settlement Date shall be the first day of
20XX
on which the Applicable Exchange is open for trading (or, if earlier, as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant’s death).
|
2.
|
Disability
. In the event of a Termination of Service of the Participant due to Disability both prior to the Determination Date and following a Change in Control, the Award shall immediately and fully vest effective as of the date of the Participant’s
|
3.
|
Retirement
. In the event of a Termination of Service of the Participant due to Retirement both prior to the Determination Date and following a Change in Control, the Award shall immediately and fully vest effective as of the date of the Participant’s Termination of Service. For purposes of the vested SELTPP Units, the Settlement Date shall occur (A) if such Change in Control is a Section 409A CIC and Participant’s Termination of Service occurs within twenty-four (24) months following such Change in Control, as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Termination of Service or (B) if such Change in Control is not a Section 409A CIC or such Termination of Service occurs more than twenty-four (24) months following such Change in Control, the Settlement Date shall be the first day of
20XX
on which the Applicable Exchange is open for trading (or, if earlier, as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant’s death). For the avoidance of doubt, if the Participant’s Termination of Service due to Retirement occurred prior to the Change in Control, the Settlement Date shall be the first day of
20XX
on which the Applicable Exchange is open for trading (or, if earlier, as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant’s death).
|
4.
|
Death
. In the event of the Participant’s death both prior to the Determination Date and following a Change in Control, the Award shall immediately and fully vest effective as of the date of the Participant’s death. For purposes of the vested SELTPP Units, the Settlement Date shall occur as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant’s death.
|
iii.
|
No Replacement Award Granted
. If a Replacement Award is not provided pursuant to Section 10(c) of the Plan, the Award shall fully vest as of the Change in Control in accordance with Section 10(b) of the Plan and the Settlement Date shall occur on the first day of
20XX
on which the Applicable Exchange is open for trading (or upon any earlier date or event following the Change in Control permitted by Section 409A of the Code). Nothing herein shall preclude the Company from settling the Award upon a Section 409A CIC, if it is not replaced by a Replacement Award, to the extent such settlement is effectuated in accordance with Treas. Reg. § 1.409A-3(j)(4)(ix)(B).
|
e.
|
All Other Terminations
. Except as provided in this Section 4, if the Participant’s Termination of Service occurs prior to the Determination Date, the Award shall be forfeited for no consideration effective immediately as of the date of Termination of Service, unless the Committee determines otherwise.
|
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 Termination of Service) that the Participant 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
|
b.
|
Forfeiture of Award for Acts Occurring in Years Other Than the Grant Year
. Notwithstanding any other provisions of this Agreement, if the Participant 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 Section 5(a) above, and it shall be determined that Participant, 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.
|
Withholding
. The Participant authorizes the Company to withhold from his or her compensation, including the SELTPP Units subject to the Award and the Settlement Shares issuable hereunder, to satisfy any income and employment tax withholding obligations in connection with the Award. No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to any Settlement Shares subject to the Award, the Participant 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 Participant agrees that the Company may delay delivery of the Settlement Shares until proper payment of such taxes has been made by the Participant. If required pursuant to the Company’s policy as applied to the Participant or elected by the Participant, to the extent permitted by law, tax withholding obligations in respect of the Award shall be satisfied by authorizing the Company to withhold (provided the amount withheld does not exceed the maximum statutory tax rate in the Participant’s applicable tax jurisdiction or such lesser amount as is necessary to avoid adverse accounting treatment for the Company) 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 date the obligation to withhold such taxes arises, which will satisfy the amount of the withholding tax obligation. Further, unless determined otherwise by the Committee, the Participant may satisfy such obligations under this Section 6 by any other method authorized under Section 13(d) of the Plan.
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7.
|
Section 409A of the Code
.
|
a.
|
To the extent that the Award is construed to be nonqualified deferred compensation subject to Section 409A of the Code, the Company shall use its reasonable efforts to operate, administer, construe and interpret this Agreement in a manner that minimizes adverse tax consequences to the Participant and is consistent with the requirements of Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A of the Code shall be paid under the applicable exception. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation. In no event may the Participant, directly or indirectly, designate the calendar year of any payment or distribution under this Agreement. Notwithstanding any other provision of the Plan or this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the
|
b.
|
This Agreement shall be subject to amendment, with or without advance notice to the Participant, and on a prospective or retroactive basis, including, but not limited to, amendment in a manner that adversely affects the rights of the Participant, to the extent necessary to effect compliance with Section 409A of the Code. Notwithstanding anything contained in this Agreement or the Plan, the Company shall have no liability whatsoever for or in respect of any decision to take action to attempt to 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.
|
8.
|
Cancellation of Award
. The Committee has the right to cancel for no consideration all or any portion of the Award in accordance with Section 2(d) of the Plan if the Committee determines in good faith that the Participant has done any of the following: (i) been convicted of, or plead guilty or
nolo contendere
to, a charge of commission of a felony under federal law or the law of the state in which such action occurred; (ii) committed fraud; (iii) embezzled; (iv) disclosed confidential information or trade secrets; (v) was terminated for Cause; (vi) engaged in any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company; or (vii) engaged in conduct that adversely affected the Company.
|
9.
|
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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10.
|
Binding Nature of Plan
. The Award is subject to the Plan. The Participant 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. If 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.
|
11.
|
Notices
. Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Total Rewards, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company shall address any notice to the Participant to his or her current address according to the Company’s personnel files. All written notices provided in accordance with this Section 11 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.
|
12.
|
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.
|
13.
|
Successors
. This Agreement shall be binding upon and inure to the benefit of the successors of the respective parties.
|
14.
|
No Right to Continued Employment
. Nothing in the Plan or this Agreement shall confer on the Participant 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 Participant’s employment without prior notice at any time for any reason or for no reason.
|
15.
|
Voluntary Participation
. Participation in the Plan is voluntary. The value of the Award is an extraordinary item of compensation outside the scope of the Participant’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.
|
16.
|
Recoupment
. In addition to the cancellation provisions of Sections 5 and 8, 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;
provided, however
, unless prohibited by applicable law, the Company’s recoupment (clawback) policy shall have no application to the Award following a Change in Control.
|
By: _______________________
|
Name:
|
Title:
|
Year 1 performance + Year 2 performance + Year 3 performance
|
|
|
Three - year Average
|
3
|
|
|
|
|
Name
|
State or Jurisdiction of
Incorporation or Organization
|
Cass & Co.
|
Cayman Islands
|
Comerica Assurance Ltd.
|
Bermuda
|
Comerica Bank (d.b.a. Comerica - Technology & Life Sciences Co.; Sterling Bank, a division of Comerica Bank; Comerica Bank Inc.; Comerica Bank Incorporated; Comerica Bank (Inc.))
|
Texas
|
Comerica Bank & Trust, National Association
|
United States
|
Comerica Capital Advisors Incorporated
|
Delaware
|
Comerica do Brasil Participacoes e Servicos Ltda.
|
Brazil
|
Comerica Community Development Investment Fund II, LLC
|
Delaware
|
Comerica Financial Incorporated (f/k/a/ Comerica AutoLease, Inc.)
|
Michigan
|
Comerica Holdings Incorporated
|
Delaware
|
Comerica Insurance Group, Inc. (d.b.a. Comerica Insurance Agency, The Comerica Insurance Group)
|
Michigan
|
Comerica Insurance Services, Inc. (d.b.a. Comerica Insurance Agency)
|
Michigan
|
Comerica Insurance Services of Texas Incorporated (f/k/a CMA Insurance Services, Inc.)
|
Texas
|
Comerica Investment Services, Inc. (d.b.a. Comerica Investment Services)
|
Michigan
|
Comerica Leasing Corporation (f/k/a CMCA Lease, Inc.)
|
Michigan
|
Comerica Management Company
|
Michigan
|
Comerica Properties Corporation
|
Michigan
|
Comerica Securities, Inc. (d.b.a. Comerica Securities)
|
Michigan
|
Comerica Ventures Incorporated (f/k/a Imperial Ventures, Inc.)
|
California
|
Interstate Select Insurance Services, Inc. (d.b.a. Comerica of California Insurance Services)
|
California
|
Munder UK, L.L.C.
|
Delaware
|
SCFS Reverse Exchange, LLC (f/k/a NBF Reverse Exchange, LLC)
|
Delaware
|
Silver Funding Corp.
|
Delaware
|
VRB Corp. (d.b.a. VRB Properties Corp.)
|
Michigan
|
VRB Catron Ranch Owner, LLC
|
Delaware
|
VRB Comfort, LLC
|
Delaware
|
VRB Marketplace of Rochester Hills, LLC
|
Delaware
|
VRB Red Oak, LLC
|
Delaware
|
VRB Spanish Oaks, LLC
|
Delaware
|
WAM Holdings, Inc.
|
Delaware
|
Wilson, Kemp & Associates, Inc.
|
Michigan
|
World Asset Management, Inc.
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2018
of Comerica Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
February 12, 2019
|
/s/ Ralph W. Babb, Jr.
|
|
|
Ralph W. Babb, Jr.
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2018
of Comerica Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
February 12, 2019
|
/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, 2018
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
February 12, 2019
|
/s/ Ralph W. Babb, Jr.
|
|
|
Ralph W. Babb, Jr.
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Muneera S. Carr
|
|
|
Muneera S. Carr
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|