x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
38-1998421
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
59
|
|
|
|
59
|
|
|
|
59
|
|
|
|
59
|
|
|
|
60
|
(in millions, except share data)
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
1,063
|
|
|
$
|
1,390
|
|
|
|
|
|
||||
Interest-bearing deposits with banks
|
2,418
|
|
|
3,171
|
|
||
Other short-term investments
|
136
|
|
|
134
|
|
||
|
|
|
|
||||
Investment securities available-for-sale
|
12,212
|
|
|
12,045
|
|
||
|
|
|
|
||||
Commercial loans
|
32,007
|
|
|
31,976
|
|
||
Real estate construction loans
|
3,291
|
|
|
3,077
|
|
||
Commercial mortgage loans
|
8,989
|
|
|
9,106
|
|
||
Lease financing
|
535
|
|
|
507
|
|
||
International loans
|
1,040
|
|
|
1,013
|
|
||
Residential mortgage loans
|
1,949
|
|
|
1,970
|
|
||
Consumer loans
|
2,491
|
|
|
2,514
|
|
||
Total loans
|
50,302
|
|
|
50,163
|
|
||
Less allowance for loan losses
|
(647
|
)
|
|
(671
|
)
|
||
Net loans
|
49,655
|
|
|
49,492
|
|
||
|
|
|
|
||||
Premises and equipment
|
474
|
|
|
475
|
|
||
Accrued income and other assets
|
4,732
|
|
|
4,111
|
|
||
Total assets
|
$
|
70,690
|
|
|
$
|
70,818
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Noninterest-bearing deposits
|
$
|
26,242
|
|
|
$
|
28,690
|
|
|
|
|
|
||||
Money market and interest-bearing checking deposits
|
22,889
|
|
|
22,560
|
|
||
Savings deposits
|
2,175
|
|
|
2,172
|
|
||
Certificates of deposit
|
2,776
|
|
|
2,131
|
|
||
Foreign office time deposits
|
9
|
|
|
8
|
|
||
Total interest-bearing deposits
|
27,849
|
|
|
26,871
|
|
||
Total deposits
|
54,091
|
|
|
55,561
|
|
||
|
|
|
|
||||
Short-term borrowings
|
935
|
|
|
44
|
|
||
Accrued expenses and other liabilities
|
1,407
|
|
|
1,243
|
|
||
Medium- and long-term debt
|
6,848
|
|
|
6,463
|
|
||
Total liabilities
|
63,281
|
|
|
63,311
|
|
||
|
|
|
|
||||
Common stock - $5 par value:
|
|
|
|
||||
Authorized - 325,000,000 shares
|
|
|
|
||||
Issued - 228,164,824 shares
|
1,141
|
|
|
1,141
|
|
||
Capital surplus
|
2,159
|
|
|
2,148
|
|
||
Accumulated other comprehensive loss
|
(513
|
)
|
|
(609
|
)
|
||
Retained earnings
|
8,979
|
|
|
8,781
|
|
||
Less cost of common stock in treasury - 72,747,011 shares at 3/31/19 and 68,081,176 shares at 12/31/18
|
(4,357
|
)
|
|
(3,954
|
)
|
||
Total shareholders’ equity
|
7,409
|
|
|
7,507
|
|
||
Total liabilities and shareholders’ equity
|
$
|
70,690
|
|
|
$
|
70,818
|
|
|
Three Months Ended March 31,
|
||||||
(in millions, except per share data)
|
2019
|
|
2018
|
||||
INTEREST INCOME
|
|
|
|
||||
Interest and fees on loans
|
$
|
621
|
|
|
$
|
509
|
|
Interest on investment securities
|
72
|
|
|
64
|
|
||
Interest on short-term investments
|
17
|
|
|
17
|
|
||
Total interest income
|
710
|
|
|
590
|
|
||
INTEREST EXPENSE
|
|
|
|
||||
Interest on deposits
|
52
|
|
|
16
|
|
||
Interest on short-term borrowings
|
1
|
|
|
—
|
|
||
Interest on medium- and long-term debt
|
51
|
|
|
25
|
|
||
Total interest expense
|
104
|
|
|
41
|
|
||
Net interest income
|
606
|
|
|
549
|
|
||
Provision for credit losses
|
(13
|
)
|
|
12
|
|
||
Net interest income after provision for credit losses
|
619
|
|
|
537
|
|
||
NONINTEREST INCOME
|
|
|
|
||||
Card fees
|
63
|
|
|
59
|
|
||
Service charges on deposit accounts
|
51
|
|
|
54
|
|
||
Fiduciary income
|
49
|
|
|
52
|
|
||
Commercial lending fees
|
22
|
|
|
18
|
|
||
Foreign exchange income
|
11
|
|
|
12
|
|
||
Letter of credit fees
|
9
|
|
|
10
|
|
||
Bank-owned life insurance
|
9
|
|
|
9
|
|
||
Brokerage fees
|
7
|
|
|
7
|
|
||
Net securities (losses) gains
|
(8
|
)
|
|
1
|
|
||
Other noninterest income
|
25
|
|
|
22
|
|
||
Total noninterest income
|
238
|
|
|
244
|
|
||
NONINTEREST EXPENSES
|
|
|
|
||||
Salaries and benefits expense
|
265
|
|
|
255
|
|
||
Outside processing fee expense
|
63
|
|
|
61
|
|
||
Net occupancy expense
|
37
|
|
|
38
|
|
||
Software expense
|
29
|
|
|
31
|
|
||
Equipment expense
|
12
|
|
|
11
|
|
||
FDIC insurance expense
|
5
|
|
|
13
|
|
||
Advertising expense
|
5
|
|
|
6
|
|
||
Restructuring charges
|
—
|
|
|
16
|
|
||
Other noninterest expenses
|
17
|
|
|
15
|
|
||
Total noninterest expenses
|
433
|
|
|
446
|
|
||
Income before income taxes
|
424
|
|
|
335
|
|
||
Provision for income taxes
|
85
|
|
|
54
|
|
||
NET INCOME
|
339
|
|
|
281
|
|
||
Less income allocated to participating securities
|
2
|
|
|
2
|
|
||
Net income attributable to common shares
|
$
|
337
|
|
|
$
|
279
|
|
Earnings per common share:
|
|
|
|
||||
Basic
|
$
|
2.14
|
|
|
$
|
1.62
|
|
Diluted
|
2.11
|
|
|
1.59
|
|
||
|
|
|
|
||||
Comprehensive income
|
435
|
|
|
178
|
|
||
|
|
|
|
||||
Cash dividends declared on common stock
|
105
|
|
|
52
|
|
||
Cash dividends declared per common share
|
0.67
|
|
|
0.30
|
|
|
|
|
Accumulated
|
|
|
|
||||||||||||||
|
Common Stock
|
|
Other
|
|
|
Total
|
||||||||||||||
|
Shares
|
|
Capital
|
Comprehensive
|
Retained
|
Treasury
|
Shareholders'
|
|||||||||||||
(in millions, except per share data)
|
Outstanding
|
Amount
|
Surplus
|
Loss
|
Earnings
|
Stock
|
Equity
|
|||||||||||||
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
|
—
|
|
—
|
|
—
|
|
—
|
|
281
|
|
—
|
|
281
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
—
|
|
—
|
|
(103
|
)
|
—
|
|
—
|
|
(103
|
)
|
||||||
Cash dividends declared on common stock ($0.30 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(52
|
)
|
—
|
|
(52
|
)
|
||||||
Purchase of common stock
|
(1.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(159
|
)
|
(159
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
1.2
|
|
—
|
|
(11
|
)
|
—
|
|
(17
|
)
|
59
|
|
31
|
|
||||||
Net issuance of common stock for warrants
|
0.1
|
|
—
|
|
(1
|
)
|
—
|
|
(3
|
)
|
4
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
—
|
|
24
|
|
—
|
|
—
|
|
—
|
|
24
|
|
||||||
BALANCE AT MARCH 31, 2018
|
172.5
|
|
$
|
1,141
|
|
$
|
2,134
|
|
$
|
(553
|
)
|
$
|
8,110
|
|
$
|
(2,832
|
)
|
$
|
8,000
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE AT DECEMBER 31, 2018
|
160.1
|
|
$
|
1,141
|
|
$
|
2,148
|
|
$
|
(609
|
)
|
$
|
8,781
|
|
$
|
(3,954
|
)
|
$
|
7,507
|
|
Cumulative effect of change in accounting principle
|
—
|
|
—
|
|
—
|
|
—
|
|
(14
|
)
|
—
|
|
(14
|
)
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
339
|
|
—
|
|
339
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
96
|
|
—
|
|
—
|
|
96
|
|
||||||
Cash dividends declared on common stock ($0.67 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
(105
|
)
|
—
|
|
(105
|
)
|
||||||
Purchase of common stock
|
(5.2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(434
|
)
|
(434
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
0.5
|
|
—
|
|
(13
|
)
|
—
|
|
(22
|
)
|
31
|
|
(4
|
)
|
||||||
Share-based compensation
|
—
|
|
—
|
|
24
|
|
—
|
|
—
|
|
—
|
|
24
|
|
||||||
BALANCE AT MARCH 31, 2019
|
155.4
|
|
$
|
1,141
|
|
$
|
2,159
|
|
$
|
(513
|
)
|
$
|
8,979
|
|
$
|
(4,357
|
)
|
$
|
7,409
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
339
|
|
|
$
|
281
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for credit losses
|
(13
|
)
|
|
12
|
|
||
(Benefit) provision for deferred income taxes
|
(4
|
)
|
|
7
|
|
||
Depreciation and amortization
|
29
|
|
|
31
|
|
||
Net periodic defined benefit credit
|
(7
|
)
|
|
(5
|
)
|
||
Share-based compensation expense
|
24
|
|
|
24
|
|
||
Net amortization of securities
|
—
|
|
|
1
|
|
||
Net securities losses (gains)
|
8
|
|
|
(1
|
)
|
||
Net change in:
|
|
|
|
||||
Accrued income receivable
|
(20
|
)
|
|
(26
|
)
|
||
Accrued expenses payable
|
(27
|
)
|
|
(22
|
)
|
||
Other, net
|
(289
|
)
|
|
56
|
|
||
Net cash provided by operating activities
|
40
|
|
|
358
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Investment securities available-for-sale:
|
|
|
|
||||
Maturities and redemptions
|
487
|
|
|
444
|
|
||
Sales
|
987
|
|
|
5
|
|
||
Purchases
|
(1,532
|
)
|
|
(441
|
)
|
||
Net change in loans
|
(151
|
)
|
|
(98
|
)
|
||
Proceeds from sales of foreclosed property
|
—
|
|
|
1
|
|
||
Net increase in premises and equipment
|
(16
|
)
|
|
(20
|
)
|
||
Purchases of Federal Home Loan Bank stock
|
(16
|
)
|
|
(41
|
)
|
||
Proceeds from bank-owned life insurance settlements
|
2
|
|
|
3
|
|
||
Net cash used in investing activities
|
(239
|
)
|
|
(147
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Net change in:
|
|
|
|
||||
Deposits
|
(1,586
|
)
|
|
(77
|
)
|
||
Short-term borrowings
|
891
|
|
|
38
|
|
||
Issuances and advances of medium- and long-term debt
|
350
|
|
|
1,000
|
|
||
Common stock:
|
|
|
|
||||
Repurchases
|
(443
|
)
|
|
(168
|
)
|
||
Cash dividends paid
|
(99
|
)
|
|
(53
|
)
|
||
Issuances under employee stock plans
|
6
|
|
|
40
|
|
||
Net cash (used in) provided by financing activities
|
(881
|
)
|
|
780
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(1,080
|
)
|
|
991
|
|
||
Cash and cash equivalents at beginning of period
|
4,561
|
|
|
5,845
|
|
||
Cash and cash equivalents at end of period
|
$
|
3,481
|
|
|
$
|
6,836
|
|
Interest paid
|
$
|
98
|
|
|
$
|
40
|
|
Income tax paid
|
12
|
|
|
2
|
|
||
Noncash investing and financing activities:
|
|
|
|
||||
Loans transferred to other real estate
|
—
|
|
|
1
|
|
||
Securities transferred from held-to-maturity to available-for-sale
|
—
|
|
|
1,266
|
|
||
Securities transferred from available-for-sale to equity securities
|
—
|
|
|
81
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
$
|
91
|
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity securities
|
43
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
2,756
|
|
|
2,756
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
9,456
|
|
|
—
|
|
|
9,456
|
|
|
—
|
|
|
||||
Total investment securities available-for-sale
|
12,212
|
|
|
2,756
|
|
|
9,456
|
|
|
—
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
112
|
|
|
—
|
|
|
98
|
|
|
14
|
|
|
||||
Energy derivative contracts
|
96
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
||||
Total derivative assets
|
223
|
|
|
—
|
|
|
209
|
|
|
14
|
|
|
||||
Total assets at fair value
|
$
|
12,569
|
|
|
$
|
2,890
|
|
|
$
|
9,665
|
|
|
$
|
14
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
—
|
|
|
Energy derivative contracts
|
93
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
||||
Total derivative liabilities
|
149
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
||||
Deferred compensation plan liabilities
|
91
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
||||
Total liabilities at fair value
|
$
|
240
|
|
|
$
|
91
|
|
|
$
|
149
|
|
|
$
|
—
|
|
|
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.
|
|
|
|
|
|
Net Realized/Unrealized Gains (Losses) (Pretax) Recorded in Earnings (b)
|
|
|
|
|
|||||||||||||||
|
Balance
at
Beginning
of Period
|
|
Change in Classification (a)
|
|
|
|
|
Balance at End of Period
|
||||||||||||||||
|
|
|
|
Sales and Redemptions
|
|
|||||||||||||||||||
(in millions)
|
|
|
Realized
|
Unrealized
|
|
|
||||||||||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and municipal securities (c)
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(5
|
)
|
|
—
|
|
||||||
Equity and other non-debt securities (c)
|
44
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Total investment securities available-for-sale
|
49
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
|
(5
|
)
|
|
—
|
|
||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
14
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
|
—
|
|
|
7
|
|
(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 are recorded in other noninterest income on the Consolidated Statements of Comprehensive Income.
|
(c)
|
Auction-rate securities.
|
(in millions)
|
Level 3
|
||
March 31, 2019
|
|
||
Loans:
|
|
||
Commercial
|
$
|
40
|
|
Commercial mortgage
|
2
|
|
|
Total assets at fair value
|
$
|
42
|
|
December 31, 2018
|
|
||
Loans:
|
|
||
Commercial
|
$
|
33
|
|
Commercial mortgage
|
2
|
|
|
Total assets at fair value
|
$
|
35
|
|
|
Carrying
Amount
|
|
Estimated Fair Value
|
||||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,063
|
|
|
$
|
1,063
|
|
|
$
|
1,063
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
2,418
|
|
|
2,418
|
|
|
2,418
|
|
|
—
|
|
|
—
|
|
|||||
Loans held-for-sale
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Total loans, net of allowance for loan losses (a)
|
49,655
|
|
|
50,154
|
|
|
—
|
|
|
—
|
|
|
50,154
|
|
|||||
Customers’ liability on acceptances outstanding
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Restricted equity investments
|
264
|
|
|
264
|
|
|
264
|
|
|
—
|
|
|
—
|
|
|||||
Nonmarketable equity securities (b)
|
6
|
|
|
10
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits (noninterest-bearing)
|
26,242
|
|
|
26,242
|
|
|
—
|
|
|
26,242
|
|
|
—
|
|
|||||
Interest-bearing deposits
|
25,073
|
|
|
25,073
|
|
|
—
|
|
|
25,073
|
|
|
—
|
|
|||||
Certificates of deposit
|
2,776
|
|
|
2,751
|
|
|
—
|
|
|
2,751
|
|
|
—
|
|
|||||
Total deposits
|
54,091
|
|
|
54,066
|
|
|
—
|
|
|
54,066
|
|
|
—
|
|
|||||
Short-term borrowings
|
935
|
|
|
935
|
|
|
935
|
|
|
—
|
|
|
—
|
|
|||||
Acceptances outstanding
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt
|
6,848
|
|
|
6,862
|
|
|
—
|
|
|
6,862
|
|
|
—
|
|
|||||
Credit-related financial instruments
|
(55
|
)
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|||||
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
|
|
|
—
|
|
|||||
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
|
)
|
(a)
|
Included
$42 million
and
$35 million
of impaired loans recorded at fair value on a nonrecurring basis at
March 31, 2019
and
December 31, 2018
, respectively.
|
(b)
|
Certain investments that are measured at fair value using the net asset value have not been classified in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheets.
|
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
2,742
|
|
|
$
|
19
|
|
|
$
|
5
|
|
|
$
|
2,756
|
|
Residential mortgage-backed securities (a)
|
9,533
|
|
|
36
|
|
|
113
|
|
|
9,456
|
|
||||
Total investment securities available-for-sale
|
$
|
12,275
|
|
|
$
|
55
|
|
|
$
|
118
|
|
|
$
|
12,212
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(a)
|
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
|
Temporarily Impaired
|
|||||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or more
|
|
Total
|
|||||||||||||||||||||
(in millions)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
1,100
|
|
|
$
|
3
|
|
|
|
$
|
378
|
|
|
$
|
2
|
|
|
|
$
|
1,478
|
|
|
$
|
5
|
|
|
Residential mortgage-backed securities (a)
|
368
|
|
|
—
|
|
|
|
6,379
|
|
|
113
|
|
|
|
6,747
|
|
|
113
|
|
|
||||||
Total temporarily impaired securities
|
$
|
1,468
|
|
|
$
|
3
|
|
|
|
$
|
6,757
|
|
|
$
|
115
|
|
|
|
$
|
8,225
|
|
|
$
|
118
|
|
|
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
|
|
|
(a)
|
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Securities gains
|
$
|
—
|
|
|
$
|
1
|
|
Securities losses
|
(8
|
)
|
|
—
|
|
||
Net securities (losses) gains
|
$
|
(8
|
)
|
|
$
|
1
|
|
(in millions)
|
|
||||||
March 31, 2019
|
Amortized Cost
|
|
Fair Value
|
||||
Contractual maturity
|
|
|
|
||||
After one year through five years
|
$
|
2,784
|
|
|
$
|
2,797
|
|
After five years through ten years
|
1,396
|
|
|
1,390
|
|
||
After ten years
|
8,095
|
|
|
8,025
|
|
||
Total investment securities
|
$
|
12,275
|
|
|
$
|
12,212
|
|
|
Loans Past Due and Still Accruing
|
|
|
|
|
|
|
||||||||||||||||||||
(in millions)
|
30-59
Days
|
|
60-89
Days
|
|
90 Days
or More
|
|
Total
|
|
Nonaccrual
Loans
|
|
Current
Loans
|
|
Total
Loans
|
||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
58
|
|
|
$
|
16
|
|
|
$
|
19
|
|
|
$
|
93
|
|
|
$
|
114
|
|
|
$
|
31,800
|
|
|
$
|
32,007
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,888
|
|
|
2,888
|
|
|||||||
Other business lines (b)
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
397
|
|
|
403
|
|
|||||||
Total real estate construction
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
3,285
|
|
|
3,291
|
|
|||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
1,733
|
|
|
1,739
|
|
|||||||
Other business lines (b)
|
14
|
|
|
8
|
|
|
5
|
|
|
27
|
|
|
14
|
|
|
7,209
|
|
|
7,250
|
|
|||||||
Total commercial mortgage
|
18
|
|
|
8
|
|
|
5
|
|
|
31
|
|
|
16
|
|
|
8,942
|
|
|
8,989
|
|
|||||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
533
|
|
|
535
|
|
|||||||
International
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
3
|
|
|
1,022
|
|
|
1,040
|
|
|||||||
Total business loans
|
97
|
|
|
24
|
|
|
24
|
|
|
145
|
|
|
135
|
|
|
45,582
|
|
|
45,862
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage
|
19
|
|
|
2
|
|
|
—
|
|
|
21
|
|
|
37
|
|
|
1,891
|
|
|
1,949
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
3
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
19
|
|
|
1,740
|
|
|
1,763
|
|
|||||||
Other consumer
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
727
|
|
|
728
|
|
|||||||
Total consumer
|
4
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
19
|
|
|
2,467
|
|
|
2,491
|
|
|||||||
Total retail loans
|
23
|
|
|
3
|
|
|
—
|
|
|
26
|
|
|
56
|
|
|
4,358
|
|
|
4,440
|
|
|||||||
Total loans
|
$
|
120
|
|
|
$
|
27
|
|
|
$
|
24
|
|
|
$
|
171
|
|
|
$
|
191
|
|
|
$
|
49,940
|
|
|
$
|
50,302
|
|
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
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
Internally Assigned Rating
|
|
|
||||||||||||||||
(in millions)
|
Pass (a)
|
|
Special
Mention (b)
|
|
Substandard (c)
|
|
Nonaccrual (d)
|
|
Total
|
||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
30,669
|
|
|
$
|
590
|
|
|
$
|
634
|
|
|
$
|
114
|
|
|
$
|
32,007
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
2,865
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
2,888
|
|
|||||
Other business lines (f)
|
399
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
403
|
|
|||||
Total real estate construction
|
3,264
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
3,291
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,678
|
|
|
14
|
|
|
45
|
|
|
2
|
|
|
1,739
|
|
|||||
Other business lines (f)
|
7,003
|
|
|
157
|
|
|
76
|
|
|
14
|
|
|
7,250
|
|
|||||
Total commercial mortgage
|
8,681
|
|
|
171
|
|
|
121
|
|
|
16
|
|
|
8,989
|
|
|||||
Lease financing
|
522
|
|
|
9
|
|
|
2
|
|
|
2
|
|
|
535
|
|
|||||
International
|
986
|
|
|
38
|
|
|
13
|
|
|
3
|
|
|
1,040
|
|
|||||
Total business loans
|
44,122
|
|
|
835
|
|
|
770
|
|
|
135
|
|
|
45,862
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
1,911
|
|
|
1
|
|
|
—
|
|
|
37
|
|
|
1,949
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,736
|
|
|
—
|
|
|
8
|
|
|
19
|
|
|
1,763
|
|
|||||
Other consumer
|
727
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
728
|
|
|||||
Total consumer
|
2,463
|
|
|
1
|
|
|
8
|
|
|
19
|
|
|
2,491
|
|
|||||
Total retail loans
|
4,374
|
|
|
2
|
|
|
8
|
|
|
56
|
|
|
4,440
|
|
|||||
Total loans
|
$
|
48,496
|
|
|
$
|
837
|
|
|
$
|
778
|
|
|
$
|
191
|
|
|
$
|
50,302
|
|
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
|
|
(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 - on pages F-52 and F-53 in the Corporation's 2018 Annual Report. A significant majority of nonaccrual loans are generally consistent with the "substandard" category and the remainder are generally consistent with the "doubtful" category as defined by regulatory authorities.
|
(e)
|
Primarily loans to real estate developers.
|
(f)
|
Primarily loans secured by owner-occupied real estate.
|
(in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Nonaccrual loans
|
$
|
191
|
|
|
$
|
221
|
|
Reduced-rate loans (a)
|
7
|
|
|
8
|
|
||
Total nonperforming loans
|
198
|
|
|
229
|
|
||
Foreclosed property (b)
|
1
|
|
|
1
|
|
||
Total nonperforming assets
|
$
|
199
|
|
|
$
|
230
|
|
(a)
|
There were
no
reduced-rate business loans at both
March 31, 2019
and
December 31, 2018
. Reduced-rate retail loans were
$7 million
and
$8 million
at
March 31, 2019
and
December 31, 2018
, respectively.
|
(b)
|
There were
no
foreclosed residential real estate properties at both
March 31, 2019
and
December 31, 2018
.
|
|
2019
|
|
2018
|
||||||||||||||||||||
(in millions)
|
Business Loans
|
|
Retail Loans
|
|
Total
|
|
Business Loans
|
|
Retail Loans
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
627
|
|
|
$
|
44
|
|
|
$
|
671
|
|
|
$
|
661
|
|
|
$
|
51
|
|
|
$
|
712
|
|
Loan charge-offs
|
(19
|
)
|
|
(1
|
)
|
|
(20
|
)
|
|
(36
|
)
|
|
(1
|
)
|
|
(37
|
)
|
||||||
Recoveries on loans previously charged-off
|
8
|
|
|
1
|
|
|
9
|
|
|
8
|
|
|
1
|
|
|
9
|
|
||||||
Net loan charge-offs
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
||||||
Provision for loan losses
|
(8
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
20
|
|
|
(6
|
)
|
|
14
|
|
||||||
Balance at end of period
|
$
|
608
|
|
|
$
|
39
|
|
|
$
|
647
|
|
|
$
|
653
|
|
|
$
|
45
|
|
|
$
|
698
|
|
As a percentage of total loans
|
1.33
|
%
|
|
0.88
|
%
|
|
1.29
|
%
|
|
1.46
|
%
|
|
0.99
|
%
|
|
1.42
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
March 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
42
|
|
Collectively evaluated for impairment
|
573
|
|
|
39
|
|
|
612
|
|
|
611
|
|
|
45
|
|
|
656
|
|
||||||
Total allowance for loan losses
|
$
|
608
|
|
|
$
|
39
|
|
|
$
|
647
|
|
|
$
|
653
|
|
|
$
|
45
|
|
|
$
|
698
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated for impairment
|
$
|
202
|
|
|
$
|
34
|
|
|
$
|
236
|
|
|
$
|
384
|
|
|
$
|
31
|
|
|
$
|
415
|
|
Collectively evaluated for impairment
|
45,660
|
|
|
4,406
|
|
|
50,066
|
|
|
44,339
|
|
|
4,486
|
|
|
48,825
|
|
||||||
Total loans evaluated for impairment
|
$
|
45,862
|
|
|
$
|
4,440
|
|
|
$
|
50,302
|
|
|
$
|
44,723
|
|
|
$
|
4,517
|
|
|
$
|
49,240
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
$
|
30
|
|
|
$
|
42
|
|
Provision for credit losses on lending-related commitments
|
—
|
|
|
(2
|
)
|
||
Balance at end of period
|
$
|
30
|
|
|
$
|
40
|
|
|
Recorded Investment In:
|
|
|
|
|
||||||||||||||
(in millions)
|
Impaired
Loans with
No Related
Allowance
|
|
Impaired
Loans with
Related
Allowance
|
|
Total
Impaired
Loans
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
for Loan
Losses
|
||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
30
|
|
|
$
|
114
|
|
|
$
|
144
|
|
|
$
|
194
|
|
|
$
|
33
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
39
|
|
|
—
|
|
|
39
|
|
|
49
|
|
|
—
|
|
|||||
Other business lines (b)
|
2
|
|
|
13
|
|
|
15
|
|
|
20
|
|
|
2
|
|
|||||
Total commercial mortgage
|
41
|
|
|
13
|
|
|
54
|
|
|
69
|
|
|
2
|
|
|||||
Lease financing
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
International
|
2
|
|
|
1
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|||||
Total business loans
|
73
|
|
|
129
|
|
|
202
|
|
|
273
|
|
|
35
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
16
|
|
|
8
|
|
|
24
|
|
|
25
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
9
|
|
|
—
|
|
|
9
|
|
|
11
|
|
|
—
|
|
|||||
Other consumer
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
Total consumer
|
10
|
|
|
—
|
|
|
10
|
|
|
12
|
|
|
—
|
|
|||||
Total retail loans (c)
|
26
|
|
|
8
|
|
|
34
|
|
|
37
|
|
|
—
|
|
|||||
Total individually evaluated impaired loans
|
$
|
99
|
|
|
$
|
137
|
|
|
$
|
236
|
|
|
$
|
310
|
|
|
$
|
35
|
|
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
|
|
(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
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
(in millions)
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
||||||||
Three Months Ended March 31
|
|
|
|
|
|
|
|
||||||||
Business loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
162
|
|
|
$
|
1
|
|
|
$
|
344
|
|
|
$
|
1
|
|
Commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
39
|
|
|
1
|
|
|
40
|
|
|
1
|
|
||||
Other business lines (b)
|
16
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Total commercial mortgage
|
55
|
|
|
1
|
|
|
65
|
|
|
1
|
|
||||
Lease financing
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
International
|
3
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Total business loans
|
221
|
|
|
2
|
|
|
414
|
|
|
2
|
|
||||
Retail loans:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage
|
24
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
||||||||
Home equity
|
10
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Other consumer
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total consumer
|
11
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Total retail loans
|
35
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
Total individually evaluated impaired loans
|
$
|
256
|
|
|
$
|
2
|
|
|
$
|
446
|
|
|
$
|
2
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
Principal Deferrals (a)
|
||||||
(in millions)
|
2019
|
2018
|
|||||
Three Months Ended March 31,
|
|
|
|
||||
Business loans:
|
|
|
|
||||
Commercial
|
$
|
12
|
|
|
$
|
28
|
|
Commercial mortgage:
|
|
|
|
||||
Other business lines (b)
|
1
|
|
|
1
|
|
||
Total business loans
|
13
|
|
|
29
|
|
||
Retail loans:
|
|
|
|
||||
Consumer:
|
|
|
|
||||
Home equity (c)
|
—
|
|
|
1
|
|
||
Total loans
|
$
|
13
|
|
|
$
|
30
|
|
(a)
|
Primarily represents loan balances where terms were extended
90
days or more at or above contractual interest rates.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(c)
|
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
|
|
Principal Deferrals
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
March 31
|
|
|
|
||||
Business loans:
|
|
|
|
||||
Commercial
|
$
|
26
|
|
|
$
|
90
|
|
Commercial mortgage:
|
|
|
|
||||
Commercial Real Estate business line (a)
|
—
|
|
|
37
|
|
||
Other business lines (b)
|
2
|
|
|
2
|
|
||
Total commercial mortgage
|
2
|
|
|
39
|
|
||
Total business loans
|
28
|
|
|
129
|
|
||
Retail loans:
|
|
|
|
||||
Consumer:
|
|
|
|
||||
Home equity (c)
|
1
|
|
|
2
|
|
||
Total loans
|
$
|
29
|
|
|
$
|
131
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(c)
|
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
|
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
|
$
|
2,975
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2,625
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Swaps - cash flow - receive fixed/pay floating
|
800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Derivatives used as economic hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards and swaps
|
382
|
|
|
2
|
|
|
—
|
|
|
302
|
|
|
1
|
|
|
1
|
|
||||||
Total risk management purposes
|
4,157
|
|
|
2
|
|
|
2
|
|
|
2,927
|
|
|
1
|
|
|
3
|
|
||||||
Customer-initiated and other activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
908
|
|
|
—
|
|
|
1
|
|
|
885
|
|
|
—
|
|
|
1
|
|
||||||
Caps and floors purchased
|
908
|
|
|
1
|
|
|
—
|
|
|
885
|
|
|
1
|
|
|
—
|
|
||||||
Swaps
|
13,613
|
|
|
111
|
|
|
44
|
|
|
13,115
|
|
|
66
|
|
|
67
|
|
||||||
Total interest rate contracts
|
15,429
|
|
|
112
|
|
|
45
|
|
|
14,885
|
|
|
67
|
|
|
68
|
|
||||||
Energy contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
414
|
|
|
—
|
|
|
21
|
|
|
278
|
|
|
—
|
|
|
26
|
|
||||||
Caps and floors purchased
|
414
|
|
|
21
|
|
|
—
|
|
|
278
|
|
|
26
|
|
|
—
|
|
||||||
Swaps
|
1,957
|
|
|
75
|
|
|
72
|
|
|
2,094
|
|
|
163
|
|
|
160
|
|
||||||
Total energy contracts
|
2,785
|
|
|
96
|
|
|
93
|
|
|
2,650
|
|
|
189
|
|
|
186
|
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards, options and swaps
|
1,289
|
|
|
13
|
|
|
9
|
|
|
1,095
|
|
|
18
|
|
|
12
|
|
||||||
Total customer-initiated and other activities
|
19,503
|
|
|
221
|
|
|
147
|
|
|
18,630
|
|
|
274
|
|
|
266
|
|
||||||
Total gross derivatives
|
$
|
23,660
|
|
|
$
|
223
|
|
|
$
|
149
|
|
|
$
|
21,557
|
|
|
$
|
275
|
|
|
$
|
269
|
|
Amounts offset in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Netting adjustment - Offsetting derivative assets/liabilities
|
|
|
(65
|
)
|
|
(65
|
)
|
|
|
|
(45
|
)
|
|
(45
|
)
|
||||||||
Netting adjustment - Cash collateral received/posted
|
|
|
(18
|
)
|
|
(18
|
)
|
|
|
|
(174
|
)
|
|
(1
|
)
|
||||||||
Net derivatives included in the Consolidated Balance Sheets (b)
|
|
|
140
|
|
|
66
|
|
|
|
|
|
56
|
|
|
223
|
|
|||||||
Amounts not offset in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketable securities pledged under bilateral collateral agreements
|
|
|
—
|
|
|
(10
|
)
|
|
|
|
(1
|
)
|
|
—
|
|
||||||||
Net derivatives after deducting amounts not offset in the Consolidated Balance Sheets
|
|
|
|
$
|
140
|
|
|
$
|
56
|
|
|
|
|
|
$
|
55
|
|
|
$
|
223
|
|
(a)
|
Notional or contractual amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the Consolidated Balance Sheets.
|
(b)
|
Net derivative assets are included in accrued income and other assets and net derivative liabilities are included in accrued expenses and other liabilities on the Consolidated Balance Sheets. Included in the fair value of net derivative assets and net derivative liabilities are credit valuation adjustments reflecting counterparty credit risk and credit risk of the Corporation. The fair value of net derivative assets included credit valuation adjustments for counterparty credit risk of
$3 million
and
$2 million
at
March 31, 2019
and
December 31, 2018
, respectively.
|
|
Interest on Medium- and Long-Term Debt
|
||||||
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Total interest on medium-and long-term debt (a)
|
$
|
51
|
|
|
$
|
25
|
|
|
|
|
|
||||
Fair value hedging relationships:
|
|
|
|
||||
Interest rate contracts:
|
|
|
|
||||
Hedged items
|
26
|
|
|
15
|
|
||
Derivatives designated as hedging instruments
|
1
|
|
|
(3
|
)
|
|
|
|
|
|
Weighted Average
|
||||||||||
(dollar amounts in millions)
|
Derivative Notional
Amount
|
|
Carrying Value of Hedged Items (a)
|
|
Remaining
Maturity
(in years)
|
|
Receive Rate
|
|
Pay Rate (b)
|
||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||
Swaps - cash flow - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
|
|
||||||
Variable rate loans
|
$
|
800
|
|
|
$
|
800
|
|
|
3.0
|
|
2.34
|
%
|
|
2.49
|
%
|
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
|
|
||||||
Medium- and long-term debt
|
2,975
|
|
|
3,048
|
|
|
4.4
|
|
3.47
|
|
|
3.56
|
|
||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
|
|
||||||
Medium- and long-term debt
|
2,625
|
|
|
2,663
|
|
|
3.9
|
|
3.40
|
|
|
3.45
|
|
(a)
|
Included $
88 million
and $
49 million
of cumulative hedging adjustments to fair value hedges at
March 31, 2019
and
December 31, 2018
, respectively, which included $
7 million
and $
8 million
, respectively, of hedging adjustment on a discontinued hedging relationship.
|
(b)
|
Variable rates paid on receive fixed swaps designated as fair value and cash flow hedges are based on one- and six-month LIBOR rates in effect at
March 31, 2019
and
December 31, 2018
.
|
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
|
Location of Gain
|
2019
|
|
2018
|
||||
Interest rate contracts
|
|
Other noninterest income
|
$
|
6
|
|
|
$
|
4
|
|
Energy contracts
|
|
Other noninterest income
|
1
|
|
|
—
|
|
||
Foreign exchange contracts
|
|
Foreign exchange income
|
11
|
|
|
12
|
|
||
Total
|
|
|
$
|
18
|
|
|
$
|
16
|
|
(in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Unused commitments to extend credit:
|
|
|
|
||||
Commercial and other
|
$
|
23,629
|
|
|
$
|
24,266
|
|
Bankcard, revolving check credit and home equity loan commitments
|
3,054
|
|
|
3,001
|
|
||
Total unused commitments to extend credit
|
$
|
26,683
|
|
|
$
|
27,267
|
|
Standby letters of credit
|
$
|
3,211
|
|
|
$
|
3,244
|
|
Commercial letters of credit
|
29
|
|
|
39
|
|
(dollar amounts in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Total criticized standby and commercial letters of credit
|
$
|
50
|
|
|
$
|
49
|
|
As a percentage of total outstanding standby and commercial letters of credit
|
1.5
|
%
|
|
1.5
|
%
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Other noninterest income:
|
|
|
|
||||
Amortization of other tax credit investments
|
$
|
1
|
|
|
$
|
1
|
|
Provision for income taxes:
|
|
|
|
||||
Amortization of LIHTC investments
|
15
|
|
|
15
|
|
||
Low income housing tax credits
|
(15
|
)
|
|
(15
|
)
|
||
Other tax benefits related to tax credit entities
|
(3
|
)
|
|
(3
|
)
|
||
Total provision for income taxes
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
(in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Parent company
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
3.80% subordinated notes due 2026 (a)
|
$
|
256
|
|
|
$
|
250
|
|
Medium- and long-term notes:
|
|
|
|
||||
2.125% notes due 2019 (a)
|
349
|
|
|
348
|
|
||
3.70% notes due 2023 (a)
|
869
|
|
|
861
|
|
||
4.00% notes due 2029 (a)
|
358
|
|
|
—
|
|
||
Total medium-term notes
|
1,576
|
|
|
1,209
|
|
||
Total parent company
|
1,832
|
|
|
1,459
|
|
||
Subsidiaries
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
4.00% subordinated notes due 2025 (a)
|
349
|
|
|
343
|
|
||
7.875% subordinated notes due 2026 (a)
|
200
|
|
|
198
|
|
||
Total subordinated notes
|
549
|
|
|
541
|
|
||
Medium-term notes:
|
|
|
|
||||
2.50% notes due 2020 (a)
|
667
|
|
|
663
|
|
||
Federal Home Loan Bank (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
|
|
|
1,000
|
|
||
Total FHLB advances
|
3,800
|
|
|
3,800
|
|
||
Total subsidiaries
|
5,016
|
|
|
5,004
|
|
||
Total medium- and long-term debt
|
$
|
6,848
|
|
|
$
|
6,463
|
|
(a)
|
The fixed interest rates on these notes have been swapped to a variable rate and designated in a hedging relationship. Accordingly, carrying value has been adjusted to reflect the change in the fair value of the debt as a result of changes in the benchmark rate.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Accumulated net unrealized losses on investment securities:
|
|
|
|
||||
Balance at beginning of period, net of tax
|
$
|
(138
|
)
|
|
$
|
(101
|
)
|
|
|
|
|
||||
Cumulative effect of change in accounting principle
|
—
|
|
|
1
|
|
||
|
|
|
|
||||
Net unrealized holding gains (losses) arising during the period
|
109
|
|
|
(142
|
)
|
||
Less: Provision (benefit) for income taxes
|
25
|
|
|
(33
|
)
|
||
Net unrealized holding gains (losses) arising during the period, net of tax
|
84
|
|
|
(109
|
)
|
||
Less:
|
|
|
|
||||
Net realized losses included in net securities losses
|
(8
|
)
|
|
—
|
|
||
Less: Benefit for income taxes
|
(2
|
)
|
|
—
|
|
||
Reclassification adjustment for net securities losses included in net income, net of tax
|
(6
|
)
|
|
—
|
|
||
Change in net unrealized gains (losses) on investment securities, net of tax
|
90
|
|
|
(109
|
)
|
||
Balance at end of period, net of tax
|
$
|
(48
|
)
|
|
$
|
(209
|
)
|
|
|
|
|
||||
Accumulated net gains on cash flow hedges:
|
|
|
|
||||
Balance at beginning of period, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Net cash flow hedge gains arising during the period
|
4
|
|
|
—
|
|
||
Less: Provision for income taxes
|
1
|
|
|
—
|
|
||
Change in net cash flow hedge gains, net of tax
|
3
|
|
|
—
|
|
||
Balance at end of period, net of tax
|
$
|
3
|
|
|
$
|
—
|
|
|
|
|
|
||||
Accumulated defined benefit pension and other postretirement plans adjustment:
|
|
|
|
||||
Balance at beginning of period, net of tax
|
$
|
(471
|
)
|
|
$
|
(350
|
)
|
|
|
|
|
||||
Amortization of actuarial net loss
|
11
|
|
|
15
|
|
||
Amortization of prior service credit
|
(7
|
)
|
|
(7
|
)
|
||
Amounts recognized in other noninterest expense
|
4
|
|
|
8
|
|
||
Less: Provision for income taxes
|
1
|
|
|
2
|
|
||
Change in defined benefit pension and other postretirement plans adjustment, net of tax
|
3
|
|
|
6
|
|
||
Balance at end of period, net of tax
|
$
|
(468
|
)
|
|
$
|
(344
|
)
|
Total accumulated other comprehensive loss at end of period, net of tax
|
$
|
(513
|
)
|
|
$
|
(553
|
)
|
|
Three Months Ended March 31, 2019
|
||||||
(in millions, except per share data)
|
2019
|
|
2018
|
||||
Basic and diluted
|
|
|
|
||||
Net income
|
$
|
339
|
|
|
$
|
281
|
|
Less: Income allocated to participating securities
|
2
|
|
|
2
|
|
||
Net income attributable to common shares
|
$
|
337
|
|
|
$
|
279
|
|
|
|
|
|
||||
Basic average common shares
|
158
|
|
|
172
|
|
||
|
|
|
|
||||
Basic net income per common share
|
$
|
2.14
|
|
|
$
|
1.62
|
|
|
|
|
|
||||
Basic average common shares
|
158
|
|
|
172
|
|
||
Dilutive common stock equivalents:
|
|
|
|
||||
Net effect of the assumed exercise of stock options
|
2
|
|
|
2
|
|
||
Net effect of the assumed exercise of warrants
|
—
|
|
|
1
|
|
||
Diluted average common shares
|
160
|
|
|
175
|
|
||
|
|
|
|
||||
Diluted net income per common share
|
$
|
2.11
|
|
|
$
|
1.59
|
|
|
Three Months Ended March 31, 2019
|
|||
(shares in millions)
|
2019
|
|
2018
|
|
Average outstanding options
|
0.42
|
|
|
—
|
Range of exercise prices
|
$80.17 - $95.25
|
|
—
|
Qualified Defined Benefit Pension Plan
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Service cost
|
$
|
8
|
|
|
$
|
7
|
|
|
|
|
|
||||
Other components of net benefit credit:
|
|
|
|
||||
Interest cost
|
20
|
|
|
19
|
|
||
Expected return on plan assets
|
(42
|
)
|
|
(41
|
)
|
||
Amortization of prior service credit
|
(5
|
)
|
|
(5
|
)
|
||
Amortization of net loss
|
9
|
|
|
13
|
|
||
Total other components of net benefit credit
|
(18
|
)
|
|
(14
|
)
|
||
Net periodic defined benefit credit
|
$
|
(10
|
)
|
|
$
|
(7
|
)
|
Non-Qualified Defined Benefit Pension Plan
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Service cost
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
|
||||
Other components of net benefit cost:
|
|
|
|
||||
Interest cost
|
2
|
|
|
2
|
|
||
Amortization of prior service credit
|
(2
|
)
|
|
(2
|
)
|
||
Amortization of net loss
|
2
|
|
|
2
|
|
||
Total other components of net benefit cost
|
2
|
|
|
2
|
|
||
Net periodic defined benefit cost
|
$
|
3
|
|
|
$
|
2
|
|
Postretirement Benefit Plan
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Other components of net benefit credit:
|
|
|
|
||||
Interest cost
|
$
|
1
|
|
|
$
|
1
|
|
Expected return on plan assets
|
(1
|
)
|
|
(1
|
)
|
||
Net periodic defined benefit credit
|
$
|
—
|
|
|
$
|
—
|
|
|
Business
Bank |
|
Retail
Bank |
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
(dollar amounts in millions)
|
|
|
|
|
|
||||||||||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
412
|
|
|
$
|
146
|
|
|
$
|
47
|
|
|
$
|
(15
|
)
|
|
$
|
16
|
|
|
$
|
606
|
|
Provision for credit losses
|
(6
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
—
|
|
|
2
|
|
|
(13
|
)
|
||||||
Noninterest income
|
136
|
|
|
31
|
|
|
64
|
|
|
4
|
|
|
3
|
|
|
238
|
|
||||||
Noninterest expenses
|
198
|
|
|
145
|
|
|
72
|
|
|
—
|
|
|
18
|
|
|
433
|
|
||||||
Provision (benefit) for income taxes
|
82
|
|
|
8
|
|
|
11
|
|
|
(4
|
)
|
|
(12
|
)
|
(a)
|
85
|
|
||||||
Net income (loss)
|
$
|
274
|
|
|
$
|
28
|
|
|
$
|
33
|
|
|
$
|
(7
|
)
|
|
$
|
11
|
|
|
$
|
339
|
|
Net credit-related charge-offs (recoveries)
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
43,909
|
|
|
$
|
2,812
|
|
|
$
|
5,174
|
|
|
$
|
13,911
|
|
|
$
|
3,965
|
|
|
$
|
69,771
|
|
Loans
|
42,538
|
|
|
2,103
|
|
|
5,036
|
|
|
—
|
|
|
—
|
|
|
49,677
|
|
||||||
Deposits
|
28,463
|
|
|
20,470
|
|
|
3,801
|
|
|
1,130
|
|
|
132
|
|
|
53,996
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
2.53
|
%
|
|
0.54
|
%
|
|
2.67
|
%
|
|
n/m
|
|
|
n/m
|
|
|
1.97
|
%
|
||||||
Efficiency ratio (c)
|
36.23
|
|
|
81.12
|
|
|
64.41
|
|
|
n/m
|
|
|
n/m
|
|
|
50.81
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense)
|
$
|
381
|
|
|
$
|
127
|
|
|
$
|
43
|
|
|
$
|
(14
|
)
|
|
$
|
12
|
|
|
$
|
549
|
|
Provision for credit losses
|
16
|
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
|
12
|
|
||||||
Noninterest income
|
131
|
|
|
33
|
|
|
67
|
|
|
11
|
|
|
2
|
|
|
244
|
|
||||||
Noninterest expenses
|
213
|
|
|
148
|
|
|
72
|
|
|
(1
|
)
|
|
14
|
|
|
446
|
|
||||||
Provision (benefit) for income taxes
|
65
|
|
|
3
|
|
|
10
|
|
|
(3
|
)
|
|
(21
|
)
|
(a)
|
54
|
|
||||||
Net income
|
$
|
218
|
|
|
$
|
11
|
|
|
$
|
32
|
|
|
$
|
1
|
|
|
$
|
19
|
|
|
$
|
281
|
|
Net credit-related charge-offs (recoveries)
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
42,706
|
|
|
$
|
2,632
|
|
|
$
|
5,373
|
|
|
$
|
13,779
|
|
|
$
|
5,836
|
|
|
$
|
70,326
|
|
Loans
|
41,102
|
|
|
2,073
|
|
|
5,246
|
|
|
—
|
|
|
—
|
|
|
48,421
|
|
||||||
Deposits
|
30,485
|
|
|
20,893
|
|
|
3,796
|
|
|
823
|
|
|
93
|
|
|
56,090
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (b)
|
2.07
|
%
|
|
0.20
|
%
|
|
2.42
|
%
|
|
n/m
|
|
|
n/m
|
|
|
1.62
|
%
|
||||||
Efficiency ratio (c)
|
41.55
|
|
|
92.16
|
|
|
65.81
|
|
|
n/m
|
|
|
n/m
|
|
|
56.33
|
|
(a)
|
Included discrete tax benefits of
$11 million
and
$22 million
for the
three months ended March 31, 2019
and
2018
, respectively.
|
(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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Included discrete tax benefits of
$11 million
and
$22 million
for the
three months ended March 31, 2019
and
2018
, respectively.
|
(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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance & Other
|
|
Total
|
||||||||||
(in millions)
|
|||||||||||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
||||||||||
Card fees
|
$
|
53
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
63
|
|
Service charges on deposit accounts
|
33
|
|
|
17
|
|
|
1
|
|
|
—
|
|
|
51
|
|
|||||
Fiduciary income
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||
Commercial loan servicing fees (a)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Brokerage fees
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Other noninterest income (b)
|
2
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
10
|
|
|||||
Total revenue from contracts with customers
|
92
|
|
|
29
|
|
|
63
|
|
|
—
|
|
|
184
|
|
|||||
Other sources of noninterest income
|
44
|
|
|
2
|
|
|
1
|
|
|
7
|
|
|
54
|
|
|||||
Total noninterest income
|
$
|
136
|
|
|
$
|
31
|
|
|
$
|
64
|
|
|
$
|
7
|
|
|
$
|
238
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
||||||||||
Card fees
|
$
|
49
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
59
|
|
Service charges on deposit accounts
|
35
|
|
|
18
|
|
|
1
|
|
|
—
|
|
|
54
|
|
|||||
Fiduciary income
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
Commercial loan servicing fees (a)
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Brokerage fees
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Other noninterest income (b)
|
4
|
|
|
5
|
|
|
4
|
|
|
—
|
|
|
13
|
|
|||||
Total revenue from contracts with customers
|
92
|
|
|
32
|
|
|
65
|
|
|
—
|
|
|
189
|
|
|||||
Other sources of noninterest income
|
39
|
|
|
1
|
|
|
2
|
|
|
13
|
|
|
55
|
|
|||||
Total noninterest income
|
$
|
131
|
|
|
$
|
33
|
|
|
$
|
67
|
|
|
$
|
13
|
|
|
$
|
244
|
|
(a)
|
Included in commercial lending fees on the Consolidated Statements of Comprehensive Income.
|
(b)
|
Excludes derivative, warrant and other miscellaneous income.
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
||
Years Ending December 31
|
|
||
2019 (a)
|
$
|
43
|
|
2020
|
63
|
|
|
2021
|
55
|
|
|
2022
|
46
|
|
|
2023
|
39
|
|
|
Thereafter
|
182
|
|
|
Total contractual maturities
|
428
|
|
|
Less imputed interest
|
(73
|
)
|
|
Total operating lease liabilities
|
$
|
355
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||||
|
2019
|
2018
|
||||||||||
(in millions, except per share data)
|
Amount
|
Per Share
|
Amount
|
Per Share
|
||||||||
Securities repositioning loss, net of tax (a)
|
$
|
(6
|
)
|
$
|
(0.04
|
)
|
$
|
—
|
|
$
|
—
|
|
Restructuring charges, net of tax
|
—
|
|
—
|
|
(12
|
)
|
(0.07
|
)
|
||||
Discrete tax items (b)
|
11
|
|
0.07
|
|
22
|
|
0.12
|
|
(a)
|
Losses incurred on the sale of approximately $1 billion of treasury securities that were replaced by securities yielding about $1 million of additional interest per quarter.
|
(b)
|
Primarily tax benefits from employee stock transactions.
|
•
|
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 noninterest-bearing deposits.
|
•
|
Growth in net interest income of 3 percent to 4 percent from the full-year net benefit of higher interest rates, growth in average loans and repositioning the securities portfolio, partially offset by higher wholesale funding, a shift in deposit mix and lower interest recoveries.
|
•
|
Provision for credit losses of 10 basis points to 15 basis points and net charge-offs to remain low, with continued strong credit quality.
|
•
|
Noninterest income higher by 1 percent to 2 percent (including $8 million securities repositioning loss in first quarter 2019), benefiting from growth in card fees and fiduciary income, partially offset by lower derivative income and service charges on deposit accounts.
|
•
|
Noninterest expenses lower by 3 percent, reflecting the end of restructuring charges from the GEAR Up initiatives ($53 million in full-year 2018), Federal Deposit Insurance Corporation ("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.
|
◦
|
Lower compensation driven by 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.
|
|
Three Months Ended
|
||||||||||||||||
|
March 31, 2019
|
|
March 31, 2018
|
||||||||||||||
(dollar amounts in millions)
|
Average
Balance
|
Interest
|
Average
Rate
|
|
Average
Balance
|
Interest
|
Average
Rate
|
||||||||||
Commercial loans
|
$
|
31,461
|
|
$
|
394
|
|
5.07
|
%
|
|
$
|
30,145
|
|
$
|
315
|
|
4.24
|
%
|
Real estate construction loans
|
3,238
|
|
46
|
|
5.74
|
|
|
3,067
|
|
36
|
|
4.74
|
|
||||
Commercial mortgage loans
|
8,997
|
|
114
|
|
5.14
|
|
|
9,217
|
|
98
|
|
4.32
|
|
||||
Lease financing
|
519
|
|
5
|
|
3.87
|
|
|
464
|
|
5
|
|
4.22
|
|
||||
International loans
|
1,014
|
|
13
|
|
5.37
|
|
|
996
|
|
11
|
|
4.60
|
|
||||
Residential mortgage loans
|
1,965
|
|
19
|
|
3.85
|
|
|
2,011
|
|
18
|
|
3.67
|
|
||||
Consumer loans
|
2,483
|
|
30
|
|
4.98
|
|
|
2,521
|
|
26
|
|
4.13
|
|
||||
Total loans (a)
|
49,677
|
|
621
|
|
5.07
|
|
|
48,421
|
|
509
|
|
4.26
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
|
9,225
|
|
56
|
|
2.41
|
|
|
9,168
|
|
52
|
|
2.21
|
|
||||
Other investment securities
|
2,730
|
|
16
|
|
2.32
|
|
|
2,743
|
|
12
|
|
1.72
|
|
||||
Total investment securities
|
11,955
|
|
72
|
|
2.39
|
|
|
11,911
|
|
64
|
|
2.09
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
2,852
|
|
17
|
|
2.40
|
|
|
4,548
|
|
17
|
|
1.55
|
|
||||
Other short-term investments
|
134
|
|
—
|
|
1.33
|
|
|
132
|
|
—
|
|
0.60
|
|
||||
Total earning assets
|
64,618
|
|
710
|
|
4.44
|
|
|
65,012
|
|
590
|
|
3.66
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
925
|
|
|
|
|
1,261
|
|
|
|
||||||||
Allowance for loan losses
|
(672
|
)
|
|
|
|
(718
|
)
|
|
|
||||||||
Accrued income and other assets
|
4,900
|
|
|
|
|
4,771
|
|
|
|
||||||||
Total assets
|
$
|
69,771
|
|
|
|
|
$
|
70,326
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Money market and interest-bearing checking deposits
|
$
|
22,612
|
|
47
|
|
0.83
|
|
|
$
|
21,891
|
|
14
|
|
0.26
|
|
||
Savings deposits
|
2,170
|
|
—
|
|
0.04
|
|
|
2,177
|
|
—
|
|
0.03
|
|
||||
Certificates of deposit
|
2,330
|
|
5
|
|
0.92
|
|
|
2,122
|
|
2
|
|
0.34
|
|
||||
Foreign office time deposits
|
12
|
|
—
|
|
1.55
|
|
|
31
|
|
—
|
|
1.14
|
|
||||
Total interest-bearing deposits
|
27,124
|
|
52
|
|
0.78
|
|
|
26,221
|
|
16
|
|
0.25
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Short-term borrowings
|
221
|
|
1
|
|
2.39
|
|
|
35
|
|
—
|
|
1.47
|
|
||||
Medium- and long-term debt
|
6,694
|
|
51
|
|
3.06
|
|
|
5,192
|
|
25
|
|
1.96
|
|
||||
Total interest-bearing sources
|
34,039
|
|
104
|
|
1.23
|
|
|
31,448
|
|
41
|
|
0.53
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing deposits
|
26,872
|
|
|
|
|
29,869
|
|
|
|
||||||||
Accrued expenses and other liabilities
|
1,401
|
|
|
|
|
1,082
|
|
|
|
||||||||
Total shareholders’ equity
|
7,459
|
|
|
|
|
7,927
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
69,771
|
|
|
|
|
$
|
70,326
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||
Net interest income/rate spread
|
|
$
|
606
|
|
3.21
|
|
|
|
$
|
549
|
|
3.13
|
|
||||
|
|
|
|
|
|
|
|
||||||||||
Impact of net noninterest-bearing sources of funds
|
|
|
0.58
|
|
|
|
|
0.28
|
|
||||||||
Net interest margin (as a percentage of average earning assets)
|
|
|
3.79
|
%
|
|
|
|
3.41
|
%
|
(a)
|
Nonaccrual loans are included in average balances reported and in the calculation of average rates.
|
|
Three Months Ended
|
|||||||||||
|
March 31, 2019/March 31, 2018
|
|||||||||||
(in millions)
|
Increase
Due to Rate
|
Increase
(Decrease)
Due to
Volume (a)
|
Net
Increase
|
|||||||||
Interest Income:
|
|
|
|
|
|
|
||||||
Loans
|
$
|
97
|
|
|
$
|
15
|
|
|
$
|
112
|
|
|
Investment securities
|
8
|
|
|
—
|
|
|
8
|
|
|
|||
Interest-bearing deposits with banks
|
10
|
|
|
(10
|
)
|
|
—
|
|
|
|||
Total interest income
|
115
|
|
|
5
|
|
|
120
|
|
|
|||
Interest Expense:
|
|
|
|
|
|
|
||||||
Interest-bearing deposits
|
34
|
|
|
2
|
|
|
36
|
|
|
|||
|
|
|
|
|
|
|
||||||
Short-term borrowings
|
—
|
|
|
1
|
|
|
1
|
|
|
|||
Medium- and long-term debt
|
13
|
|
|
13
|
|
|
26
|
|
|
|||
Total interest expense
|
47
|
|
|
16
|
|
|
63
|
|
|
|||
Net interest income
|
$
|
68
|
|
|
$
|
(11
|
)
|
|
$
|
57
|
|
|
(a)
|
Rate/volume variances are allocated to variances due to volume.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Card fees
|
$
|
63
|
|
|
$
|
59
|
|
Service charges on deposit accounts
|
51
|
|
|
54
|
|
||
Fiduciary income
|
49
|
|
|
52
|
|
||
Commercial lending fees
|
22
|
|
|
18
|
|
||
Foreign exchange income
|
11
|
|
|
12
|
|
||
Letter of credit fees
|
9
|
|
|
10
|
|
||
Bank-owned life insurance
|
9
|
|
|
9
|
|
||
Brokerage fees
|
7
|
|
|
7
|
|
||
Net securities (losses) gains
|
(8
|
)
|
|
1
|
|
||
Other noninterest income (a)
|
25
|
|
|
22
|
|
||
Total noninterest income
|
$
|
238
|
|
|
$
|
244
|
|
(a)
|
The table below provides further details on certain categories included in other noninterest income.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Customer derivative income
|
$
|
7
|
|
|
$
|
4
|
|
Investment banking fees
|
2
|
|
|
3
|
|
||
Deferred compensation asset returns (a)
|
2
|
|
|
1
|
|
||
Securities trading income
|
2
|
|
|
3
|
|
||
Income from principal investing and warrants
|
1
|
|
|
—
|
|
||
All other noninterest income
|
11
|
|
|
11
|
|
||
Other noninterest income
|
$
|
25
|
|
|
$
|
22
|
|
(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 other noninterest income and the offsetting change in deferred compensation plan liabilities is reported in salaries and benefits expense.
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Salaries and benefits expense
|
$
|
265
|
|
|
$
|
255
|
|
Outside processing fee expense
|
63
|
|
|
61
|
|
||
Net occupancy expense
|
37
|
|
|
38
|
|
||
Software expense
|
29
|
|
|
31
|
|
||
Equipment expense
|
12
|
|
|
11
|
|
||
FDIC insurance expense
|
5
|
|
|
13
|
|
||
Advertising expense
|
5
|
|
|
6
|
|
||
Restructuring charges
|
—
|
|
|
16
|
|
||
Other noninterest expenses
|
17
|
|
|
15
|
|
||
Total noninterest expenses
|
$
|
433
|
|
|
$
|
446
|
|
|
Three Months Ended March 31,
|
||||||||||||
(dollar amounts in millions)
|
2019
|
|
2018
|
||||||||||
Business Bank
|
$
|
274
|
|
|
82
|
%
|
|
$
|
218
|
|
|
84
|
%
|
Retail Bank
|
28
|
|
|
8
|
|
|
11
|
|
|
4
|
|
||
Wealth Management
|
33
|
|
|
10
|
|
|
32
|
|
|
12
|
|
||
|
335
|
|
|
100
|
%
|
|
261
|
|
|
100
|
%
|
||
Finance
|
(7
|
)
|
|
|
|
1
|
|
|
|
||||
Other (a)
|
11
|
|
|
|
|
19
|
|
|
|
||||
Total
|
$
|
339
|
|
|
|
|
$
|
281
|
|
|
|
(a)
|
Included discrete tax benefits of
$11 million
and
$22 million
for the
three months ended March 31, 2019
and
2018
, respectively.
|
|
Three Months Ended March 31,
|
||||||||||||
(dollar amounts in millions)
|
2019
|
|
2018
|
||||||||||
Michigan
|
$
|
87
|
|
|
26
|
%
|
|
$
|
53
|
|
|
19
|
%
|
California
|
110
|
|
|
33
|
|
|
91
|
|
|
35
|
|
||
Texas
|
62
|
|
|
18
|
|
|
49
|
|
|
19
|
|
||
Other Markets
|
76
|
|
|
23
|
|
|
68
|
|
|
27
|
|
||
|
335
|
|
|
100
|
%
|
|
261
|
|
|
100
|
%
|
||
Finance & Other (a)
|
4
|
|
|
|
|
20
|
|
|
|
||||
Total
|
$
|
339
|
|
|
|
|
$
|
281
|
|
|
|
(a)
|
Included discrete tax benefits of
$11 million
and
$22 million
for the
three months ended March 31, 2019
and
2018
, respectively
.
|
|
Three Months Ended
|
|
|
|
Percent
Change
|
|||||||||
(dollar amounts in millions)
|
March 31, 2019
|
|
December 31, 2018
|
|
Change
|
|
||||||||
Average Loans:
|
|
|
|
|
|
|
|
|||||||
Commercial loans
|
$
|
31,461
|
|
|
$
|
30,651
|
|
|
$
|
810
|
|
|
3
|
%
|
Real estate construction loans
|
3,238
|
|
|
3,164
|
|
|
74
|
|
|
2
|
|
|||
Commercial mortgage loans
|
8,997
|
|
|
9,051
|
|
|
(54
|
)
|
|
(1
|
)
|
|||
Lease financing
|
519
|
|
|
495
|
|
|
24
|
|
|
5
|
|
|||
International loans
|
1,014
|
|
|
1,035
|
|
|
(21
|
)
|
|
(2
|
)
|
|||
Residential mortgage loans
|
1,965
|
|
|
1,968
|
|
|
(3
|
)
|
|
—
|
|
|||
Consumer loans
|
2,483
|
|
|
2,468
|
|
|
15
|
|
|
1
|
|
|||
Total loans
|
$
|
49,677
|
|
|
$
|
48,832
|
|
|
$
|
845
|
|
|
2
|
%
|
Average Loans By Geographic Market:
|
|
|
|
|
|
|
|
|||||||
Michigan
|
$
|
12,557
|
|
|
$
|
12,457
|
|
|
$
|
100
|
|
|
1
|
%
|
California
|
18,768
|
|
|
18,279
|
|
|
489
|
|
|
3
|
|
|||
Texas
|
10,270
|
|
|
9,889
|
|
|
381
|
|
|
4
|
|
|||
Other Markets
|
8,082
|
|
|
8,207
|
|
|
(125
|
)
|
|
(2
|
)
|
|||
Total loans
|
$
|
49,677
|
|
|
$
|
48,832
|
|
|
$
|
845
|
|
|
2
|
%
|
(in millions)
|
|
|
|
||||
Balance at January 1, 2019
|
|
|
$
|
7,507
|
|
||
Cumulative effect of change in accounting principle
|
|
|
(14
|
)
|
|||
Net income
|
|
|
339
|
|
|||
Cash dividends declared on common stock
|
|
|
(105
|
)
|
|||
Purchase of common stock
|
|
|
(434
|
)
|
|||
Other comprehensive income:
|
|
|
|
||||
Investment securities
|
$
|
90
|
|
|
|
||
Cash flow hedges
|
3
|
|
|
|
|||
Defined benefit and other postretirement plans
|
3
|
|
|
|
|||
Total other comprehensive income
|
|
|
96
|
|
|||
Issuance of common stock under employee stock plans
|
|
|
(4
|
)
|
|||
Share-based compensation
|
|
|
24
|
|
|||
Balance at March 31, 2019
|
|
|
$
|
7,409
|
|
(shares in thousands)
|
Total Number of Shares Purchased as
Part of Publicly Announced Repurchase Plans or Programs |
|
Remaining Share
Repurchase Authorization (a) |
|
Total Number
of Shares Purchased (b) |
|
Average Price
Paid Per Share |
|||||
January 2019
|
566
|
|
|
19,141
|
|
(c)
|
682
|
|
|
$
|
81.32
|
|
February 2019
|
2,561
|
|
|
16,580
|
|
|
2,564
|
|
|
84.48
|
|
|
March 2019
|
1,967
|
|
|
14,613
|
|
|
1,970
|
|
|
82.92
|
|
|
Total first quarter 2019
|
5,094
|
|
|
14,613
|
|
|
5,216
|
|
|
$
|
83.48
|
|
(a)
|
Maximum number of shares that may yet be purchased under the publicly announced plans or programs.
|
(b)
|
Includes approximately
122,000
shares purchased pursuant to deferred compensation plans and shares purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan during the
three months ended March 31, 2019
. These transactions are not considered part of the Corporation's repurchase program.
|
(c)
|
Includes January 2019 share repurchase authorization for an additional 15 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.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
(dollar amounts in millions)
|
Capital/Assets
|
|
Ratio
|
|
Capital/Assets
|
|
Ratio
|
||||||
Common equity tier 1 and tier 1 risk based (a)
|
$
|
7,277
|
|
|
10.78
|
%
|
|
$
|
7,470
|
|
|
11.14
|
%
|
Total risk-based (a)
|
8,639
|
|
|
12.80
|
|
|
8,855
|
|
|
13.21
|
|
||
Leverage (a)
|
7,277
|
|
|
10.40
|
|
|
7,470
|
|
|
10.51
|
|
||
Common equity
|
7,409
|
|
|
10.48
|
|
|
7,507
|
|
|
10.60
|
|
||
Tangible common equity (b)
|
6,769
|
|
|
9.66
|
|
|
6,866
|
|
|
9.78
|
|
||
Risk-weighted assets (a)
|
67,507
|
|
|
|
|
67,047
|
|
|
|
(a)
|
March 31, 2019
capital, risk-weighted assets and ratios are estimated.
|
(b)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
(dollar amounts in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Nonaccrual loans:
|
|
|
|
||||
Business loans:
|
|
|
|
||||
Commercial
|
$
|
114
|
|
|
$
|
141
|
|
Commercial mortgage
|
16
|
|
|
20
|
|
||
Lease financing
|
2
|
|
|
2
|
|
||
International
|
3
|
|
|
3
|
|
||
Total nonaccrual business loans
|
135
|
|
|
166
|
|
||
Retail loans:
|
|
|
|
||||
Residential mortgage
|
37
|
|
|
36
|
|
||
Consumer:
|
|
|
|
||||
Home equity
|
19
|
|
|
19
|
|
||
Total nonaccrual retail loans
|
56
|
|
|
55
|
|
||
Total nonaccrual loans
|
191
|
|
|
221
|
|
||
Reduced-rate loans
|
7
|
|
|
8
|
|
||
Total nonperforming loans
|
198
|
|
|
229
|
|
||
Foreclosed property
|
1
|
|
|
1
|
|
||
Total nonperforming assets
|
$
|
199
|
|
|
$
|
230
|
|
Nonperforming loans as a percentage of total loans
|
0.39
|
%
|
|
0.46
|
%
|
||
Nonperforming assets as a percentage of total loans and foreclosed property
|
0.40
|
|
|
0.46
|
|
||
Allowance for loan losses as a multiple of total nonperforming loans
|
3.3x
|
|
|
2.9x
|
|
||
Loans past due 90 days or more and still accruing
|
$
|
24
|
|
|
$
|
16
|
|
Loans past due 90 days or more and still accruing as a percentage of total loans
|
0.05
|
%
|
|
0.03
|
%
|
(in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Nonperforming TDRs:
|
|
|
|
||||
Nonaccrual TDRs
|
$
|
65
|
|
|
$
|
73
|
|
Reduced-rate TDRs
|
7
|
|
|
8
|
|
||
Total nonperforming TDRs
|
72
|
|
|
81
|
|
||
Performing TDRs (a)
|
97
|
|
|
101
|
|
||
Total TDRs
|
$
|
169
|
|
|
$
|
182
|
|
(a)
|
TDRs that do not include a reduction in the original contractual interest rate which are performing in accordance with their modified terms.
|
|
Three Months Ended
|
||||||
(in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Balance at beginning of period
|
$
|
221
|
|
|
$
|
230
|
|
Loans transferred to nonaccrual (a)
|
4
|
|
|
42
|
|
||
Nonaccrual loan gross charge-offs
|
(20
|
)
|
|
(21
|
)
|
||
Loans transferred to accrual status (a)
|
—
|
|
|
(3
|
)
|
||
Nonaccrual loans sold
|
—
|
|
|
(5
|
)
|
||
Payments/other (b)
|
(14
|
)
|
|
(22
|
)
|
||
Balance at end of period
|
$
|
191
|
|
|
$
|
221
|
|
(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.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
(dollar amounts in millions)
|
Number of
Borrowers
|
|
Balance
|
|
Number of
Borrowers
|
|
Balance
|
||||||
Under $2 million
|
797
|
|
|
$
|
80
|
|
|
799
|
|
|
$
|
78
|
|
$2 million - $5 million
|
12
|
|
|
32
|
|
|
14
|
|
|
41
|
|
||
$5 million - $10 million
|
8
|
|
|
53
|
|
|
10
|
|
|
69
|
|
||
$10 million - $25 million
|
2
|
|
|
26
|
|
|
2
|
|
|
33
|
|
||
Total
|
819
|
|
|
$
|
191
|
|
|
825
|
|
|
$
|
221
|
|
|
March 31, 2019
|
|
Three Months Ended March 31, 2019
|
|||||||||||||||||
(dollar amounts in millions)
|
Nonaccrual Loans
|
|
Loans Transferred to
Nonaccrual (a)
|
|
Net Loan Charge-Offs (Recoveries)
|
|||||||||||||||
Industry Category
|
|
|
||||||||||||||||||
Residential Mortgage
|
$
|
37
|
|
|
20
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Mining, Quarrying and Oil & Gas Extraction
|
33
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
82
|
|
|||
Manufacturing
|
29
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(13
|
)
|
|||
Health Care & Social Assistance
|
15
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
52
|
|
|||
Contractors
|
12
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Services
|
11
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(7
|
)
|
|||
Information & Communication
|
9
|
|
|
5
|
|
|
4
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|||
Real Estate & Home Builders
|
8
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Wholesale Trade
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other (b)
|
33
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(14
|
)
|
|||
Total
|
$
|
191
|
|
|
100
|
%
|
|
$
|
4
|
|
|
100
|
%
|
|
$
|
11
|
|
|
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, are included in the Other category.
|
(dollar amounts in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Total criticized loans
|
$
|
1,806
|
|
|
$
|
1,548
|
|
As a percentage of total loans
|
3.6
|
%
|
|
3.1
|
%
|
|
|
|
(in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Real estate construction loans:
|
|
|
|
||||
Commercial Real Estate business line (a)
|
$
|
2,888
|
|
|
$
|
2,687
|
|
Other business lines (b)
|
403
|
|
|
390
|
|
||
Total real estate construction loans
|
$
|
3,291
|
|
|
$
|
3,077
|
|
Commercial mortgage loans:
|
|
|
|
||||
Commercial Real Estate business line (a)
|
$
|
1,739
|
|
|
$
|
1,743
|
|
Other business lines (b)
|
7,250
|
|
|
7,363
|
|
||
Total commercial mortgage loans
|
$
|
8,989
|
|
|
$
|
9,106
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||
(dollar amounts in millions)
|
Residential
Mortgage Loans |
|
% of
Total |
|
Home
Equity Loans |
|
% of
Total |
|
Residential
Mortgage Loans |
|
% of
Total |
|
Home
Equity Loans |
|
% of
Total |
||||||||||||
Geographic market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Michigan
|
$
|
398
|
|
|
20
|
%
|
|
$
|
637
|
|
|
36
|
%
|
|
$
|
406
|
|
|
21
|
%
|
|
$
|
650
|
|
|
37
|
%
|
California
|
983
|
|
|
51
|
|
|
720
|
|
|
41
|
|
|
993
|
|
|
50
|
|
|
710
|
|
|
40
|
|
||||
Texas
|
313
|
|
|
16
|
|
|
344
|
|
|
19
|
|
|
310
|
|
|
16
|
|
|
346
|
|
|
20
|
|
||||
Other Markets
|
255
|
|
|
13
|
|
|
62
|
|
|
4
|
|
|
261
|
|
|
13
|
|
|
59
|
|
|
3
|
|
||||
Total
|
$
|
1,949
|
|
|
100
|
%
|
|
$
|
1,763
|
|
|
100
|
%
|
|
$
|
1,970
|
|
|
100
|
%
|
|
$
|
1,765
|
|
|
100
|
%
|
(a)
|
Includes nonaccrual loans.
|
|
Comerica Incorporated
|
|
Comerica Bank
|
||
March 31, 2019
|
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
|
(dollar amounts in millions)
|
March 31, 2019
|
|
December 31, 2018
|
||||
Tangible Common Equity Ratio:
|
|
|
|
||||
Common shareholders' equity
|
$
|
7,409
|
|
|
$
|
7,507
|
|
Less:
|
|
|
|
||||
Goodwill
|
635
|
|
|
635
|
|
||
Other intangible assets
|
5
|
|
|
6
|
|
||
Tangible common equity
|
$
|
6,769
|
|
|
$
|
6,866
|
|
Total assets
|
$
|
70,690
|
|
|
$
|
70,818
|
|
Less:
|
|
|
|
||||
Goodwill
|
635
|
|
|
635
|
|
||
Other intangible assets
|
5
|
|
|
6
|
|
||
Tangible assets
|
$
|
70,050
|
|
|
$
|
70,177
|
|
Common equity ratio
|
10.48
|
%
|
|
10.60
|
%
|
||
Tangible common equity ratio
|
9.66
|
|
|
9.78
|
|
||
Tangible Common Equity per Share of Common Stock:
|
|
|
|
||||
Common shareholders' equity
|
$
|
7,409
|
|
|
$
|
7,507
|
|
Tangible common equity
|
6,769
|
|
|
6,866
|
|
||
Shares of common stock outstanding (in millions)
|
155
|
|
|
160
|
|
||
Common shareholders' equity per share of common stock
|
$
|
47.67
|
|
|
$
|
46.89
|
|
Tangible common equity per share of common stock
|
43.55
|
|
|
42.89
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
. The Corporation maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Corporation's management, including the Corporation's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management has evaluated, with the participation of the Corporation's Chief Executive Officer and Chief Financial Officer, the effectiveness of the Corporation's disclosure controls and procedures as of the end of the period covered by this quarterly report (the "Evaluation Date"). Based on the evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Corporation's disclosure controls and procedures are effective.
|
(b)
|
Changes in Internal Control Over Financial Reporting
. During the period to which this report relates, there have not been any changes in the Corporation's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or that are reasonably likely to materially affect, such controls.
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
4
|
|
[In accordance with Regulation S-K Item No. 601(b)(4)(iii), the Registrant is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.]
|
|
|
|
10.1†
|
|
|
|
|
|
10.2†
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32
|
|
|
|
|
|
101
|
|
Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2019, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Comprehensive Income (unaudited), (iii) the Consolidated Statements of Changes in Shareholders' Equity (unaudited), (iv) the Consolidated Statements of Cash Flows (unaudited) and (v) the Notes to Consolidated Financial Statements (unaudited).
|
|
|
|
†
|
|
Management contract or compensatory plan or arrangement.
|
|
COMERICA INCORPORATED
|
|
(Registrant)
|
|
|
|
/s/ Mauricio A. Ortiz
|
|
Mauricio A. Ortiz
|
|
Senior Vice President and
|
|
Chief Accounting Officer and
|
|
Duly Authorized Officer
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended
March 31, 2019
of Comerica Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
April 29, 2019
|
/s/ Curtis C. Farmer
|
|
|
Curtis C. Farmer
|
|
|
President and Chief Executive Officer
|
|
|
|
1.
|
I have reviewed this report on Form 10-Q for the quarterly period ended
March 31, 2019
of Comerica Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
April 29, 2019
|
/s/ Muneera S. Carr
|
|
|
Muneera S. Carr
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
(1)
|
the Quarterly Report on Form 10-Q of the Company for the quarterly period ended
March 31, 2019
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
April 29, 2019
|
/s/ Curtis C. Farmer
|
|
|
Curtis C. Farmer
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
/s/ Muneera S. Carr
|
|
|
Muneera S. Carr
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
|