Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q 
______________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 1-10706
____________________________________________________________________________________
Comerica Incorporated
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________
Delaware
38-1998421
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas 75201
(Address of principal executive offices)
(Zip Code)
(214) 462-6831
(Registrant’s telephone number, including area code) 
_________________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
 
Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company o
 
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
$5 par value common stock:
Outstanding as of April 24, 2018: 171,933,253 shares


Table of Contents

COMERICA INCORPORATED AND SUBSIDIARIES
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Table of Contents

Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS
Comerica Incorporated and Subsidiaries
(in millions, except share data)
March 31, 2018
 
December 31, 2017
 
(unaudited)
 
 
ASSETS
 
 
 
Cash and due from banks
$
1,173

 
$
1,438

 
 
 
 
Interest-bearing deposits with banks
5,663

 
4,407

Other short-term investments
133

 
96

 
 
 
 
Investment securities available-for-sale
11,971

 
10,938

Investment securities held-to-maturity

 
1,266

 
 
 
 
Commercial loans
30,909

 
31,060

Real estate construction loans
3,114

 
2,961

Commercial mortgage loans
9,272

 
9,159

Lease financing
464

 
468

International loans
964

 
983

Residential mortgage loans
2,003

 
1,988

Consumer loans
2,514

 
2,554

Total loans
49,240

 
49,173

Less allowance for loan losses
(698
)
 
(712
)
Net loans
48,542

 
48,461

Premises and equipment
468

 
466

Accrued income and other assets
4,385

 
4,495

Total assets
$
72,335

 
$
71,567

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Noninterest-bearing deposits
$
30,961

 
$
32,071

 
 
 
 
Money market and interest-bearing checking deposits
22,355

 
21,500

Savings deposits
2,233

 
2,152

Customer certificates of deposit
2,071

 
2,165

Foreign office time deposits
15

 
15

Total interest-bearing deposits
26,674

 
25,832

Total deposits
57,635

 
57,903

Short-term borrowings
48

 
10

Accrued expenses and other liabilities
1,058

 
1,069

Medium- and long-term debt
5,594

 
4,622

Total liabilities
64,335

 
63,604

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

 
1,141

Capital surplus
2,134

 
2,122

Accumulated other comprehensive loss
(553
)
 
(451
)
Retained earnings
8,110

 
7,887

Less cost of common stock in treasury - 55,690,402 shares at 3/31/18 and 55,306,483 shares at 12/31/17
(2,832
)
 
(2,736
)
Total shareholders’ equity
8,000

 
7,963

Total liabilities and shareholders’ equity
$
72,335

 
$
71,567

See notes to consolidated financial statements (unaudited).

1

Table of Contents
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Comerica Incorporated and Subsidiaries 


 
Three Months Ended March 31,
(in millions, except per share data)
2018
 
2017
INTEREST INCOME
 
 
 
Interest and fees on loans
$
509

 
$
421

Interest on investment securities
64

 
61

Interest on short-term investments
17

 
14

Total interest income
590

 
496

INTEREST EXPENSE
 
 
 
Interest on deposits
16

 
9

Interest on medium- and long-term debt
25

 
17

Total interest expense
41

 
26

Net interest income
549

 
470

Provision for credit losses
12

 
16

Net interest income after provision for credit losses
537

 
454

NONINTEREST INCOME
 
 
 
Card fees
59

 
77

Service charges on deposit accounts
54

 
58

Fiduciary income
52

 
49

Commercial lending fees
18

 
20

Letter of credit fees
10

 
12

Bank-owned life insurance
9

 
10

Foreign exchange income
12

 
11

Brokerage fees
7

 
5

Other noninterest income
23

 
29

Total noninterest income
244

 
271

NONINTEREST EXPENSES
 
 
 
Salaries and benefits expense
255

 
245

Outside processing fee expense
61

 
87

Net occupancy expense
38

 
38

Equipment expense
11

 
11

Restructuring charges
16

 
11

Software expense
31

 
29

FDIC insurance expense
13

 
13

Advertising expense
6

 
4

Litigation-related expense

 
(2
)
Other noninterest expenses
15

 
21

Total noninterest expenses
446

 
457

Income before income taxes
335

 
268

Provision for income taxes
54

 
66

NET INCOME
281

 
202

Less income allocated to participating securities
2

 
2

Net income attributable to common shares
$
279

 
$
200

Earnings per common share:
 
 
 
Basic
$
1.62

 
$
1.15

Diluted
1.59

 
1.11

 
 
 
 
Comprehensive income
178

 
206

 
 
 
 
Cash dividends declared on common stock
52

 
42

Cash dividends declared per common share
0.30

 
0.23

See notes to consolidated financial statements (unaudited).


2

Table of Contents
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)
Comerica Incorporated and Subsidiaries


 
Common Stock
 
 
 
Accumulated
Other
Comprehensive
Loss
 
 
 
 
 
Total
Shareholders’
Equity
(in millions, except per share data)
Shares
Outstanding
 
Amount
 
Capital
Surplus
 
 
Retained
Earnings
 
Treasury
Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE AT DECEMBER 31, 2016
175.3

 
$
1,141

 
$
2,135

 
$
(383
)
 
$
7,331

 
$
(2,428
)
 
$
7,796

Cumulative effect of change in accounting principle

 

 
3

 

 
(2
)
 

 
1

Net income

 

 

 

 
202

 

 
202

Other comprehensive income, net of tax

 

 

 
4

 

 

 
4

Cash dividends declared on common stock ($0.23 per share)

 

 

 

 
(42
)
 

 
(42
)
Purchase of common stock
(1.7
)
 

 

 

 

 
(118
)
 
(118
)
Net issuance of common stock under employee stock plans
2.3

 

 
(25
)
 

 
(14
)
 
108

 
69

Net issuance of common stock for warrants
1.5

 

 
(24
)
 

 
(44
)
 
68

 

Share-based compensation

 

 
18

 

 

 

 
18

Other

 

 
(1
)
 

 

 
1

 

BALANCE AT MARCH 31, 2017
177.4

 
$
1,141

 
$
2,106

 
$
(379
)
 
$
7,431

 
$
(2,369
)
 
$
7,930

 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

See notes to consolidated financial statements (unaudited).



3

Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Comerica Incorporated and Subsidiaries


 
Three Months Ended March 31,
(in millions)
2018
 
2017
OPERATING ACTIVITIES
 
 
 
Net income
$
281

 
$
202

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
12

 
16

Provision (benefit) for deferred income taxes
7

 
(1
)
Depreciation and amortization
31

 
31

Net periodic defined benefit credit
(5
)
 
(4
)
Share-based compensation expense
24

 
18

Net amortization of securities
1

 
2

Net change in:
 
 
 
Accrued income receivable
(26
)
 
3

Accrued expenses payable
(22
)
 
5

Other, net
55

 
132

Net cash provided by operating activities
358

 
404

INVESTING ACTIVITIES
 
 
 
Investment securities available-for-sale:
 
 
 
Maturities and redemptions
444

 
393

Sales
5

 
1,259

Purchases
(441
)
 
(1,699
)
Investment securities held-to-maturity:
 
 
 
Maturities and redemptions

 
76

Net change in loans
(98
)
 
752

Proceeds from sales of foreclosed property
1

 
3

Net increase in premises and equipment
(20
)
 
(12
)
Purchases of Federal Home Loan Bank stock
(41
)
 

Proceeds from bank-owned life insurance settlements
3

 
3

Other, net

 
1

Net cash (used in) provided by investing activities
(147
)
 
776

FINANCING ACTIVITIES
 
 
 
Net change in:
 
 
 
Deposits
(77
)
 
(5
)
Short-term borrowings
38

 
16

FHLB issuances of medium- and long-term debt
1,000

 

Common stock:
 
 
 
Repurchases
(168
)
 
(126
)
Cash dividends paid
(53
)
 
(40
)
Issuances under employee stock plans
40

 
77

Other, net

 
(1
)
Net cash provided by (used in) financing activities
780

 
(79
)
Net increase in cash and cash equivalents
991

 
1,101

Cash and cash equivalents at beginning of period
5,845

 
7,218

Cash and cash equivalents at end of period
$
6,836

 
$
8,319

Interest paid
$
40

 
$
27

Income tax paid (refunds received)
2

 
(1
)
Noncash investing and financing activities:
 
 
 
Loans transferred to other real estate
1

 
1

Securities transferred from held-to-maturity to available-for-sale
1,266

 

Securities transferred from available-for-sale to equity securities
81

 

See notes to consolidated financial statements (unaudited).

4

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Organization
The accompanying unaudited consolidated financial statements were prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation were included. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. Certain items in prior periods were reclassified to conform to the current presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report of Comerica Incorporated and Subsidiaries (the Corporation) on Form 10-K for the year ended December 31, 2017.
Revenue Recognition
Effective January 1, 2018, the Corporation adopted the provision of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, "Revenue from Contracts with Customers" (Topic 606), using the modified retrospective method applied to all open contracts as of January 1, 2018.
Under Topic 606, card fee revenue from certain products is generally presented net of network costs, including interchange costs, surcharge fees and assessment fees, as opposed to the previous presentation of associated network costs in outside processing fees in the Consolidated Statements of Comprehensive Income. Similar adjustments were made for other revenue streams that resulted in certain costs being recognized in the same category as the associated revenues in noninterest income.
The impact on the Consolidated Statements of Comprehensive Income of adopting Topic 606 was a $34 million decrease in card fees and a $1 million decrease in service charges on deposit accounts included in noninterest income, along with a corresponding $35 million decrease in outside processing fees included in noninterest expenses for the three months ended March 31, 2018.
The Corporation previously deferred recognition of certain treasury management fees included in service charges on deposit accounts in the Consolidated Statements of Comprehensive Income until the amount of compensation was considered fixed and determinable. Under the new guidance, the portion of these fees that are based on agreed upon rates less estimated credits expected to be earned by the customer is recognized as services are rendered. As a result, the Corporation recorded a transition adjustment of $14 million, after tax, to retained earnings, included in cumulative effect of change in accounting principles in the accompanying Consolidated Statements of Changes in Shareholders Equity. Similar adjustments were made for other revenue streams that resulted in an additional cumulative transition after-tax adjustment to retained earnings of $2 million.
The Corporation's revenues from contracts with customers may be recognized when services are complete or as they are rendered, although contracts are generally short-term by nature. Services provided over a period of time are typically transferred to customers evenly over the term of the contracts and revenue is recognized evenly over the period services are provided. Contract receivables are included in accrued income and other assets on the Consolidated Balance Sheets. Payment terms vary by services offered, and the timing between completion of performance obligations and payment is typically not significant.
Card fees comprise interchange and other fee income earned on government card, commercial card, debit/ATM card and merchant payment processing programs. Card fees are presented net of network costs as performance obligations for card services are limited to transaction processing and settlement with the card network on behalf of the customers. Network costs were approximately $34 million and $25 million for the three months ended March 31, 2018 and 2017, respectively. Fees for these services are primarily based on interchange rates set by the network and transaction volume. The Corporation also provides ongoing card program support services, for which fees are based on contractually agreed prices and customer demand for services.
Service charges on deposit accounts primarily comprise charges on retail and business accounts, including fees for treasury management services. These treasury management services include transaction-based services related to payment processing, overdrafts, non-sufficient funds and other deposit account activity, as well as account management services that are provided over time. Business customers can earn credits depending on deposit balances maintained with the Corporation, which may be used to offset fees. Fees and credits are based on predetermined, agreed upon rates.
Fiduciary income includes fees and commissions from asset management, custody, recordkeeping, investment advisory and other services provided primarily to personal and institutional trust customers. Revenue is recognized as the services are performed and is based either on the market value of the assets managed or the services provided, as well as agreed upon rates.

5

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Commercial lending fees include both revenue from contracts with customers (primarily loan servicing fees) and other sources of revenue. Commercial loan servicing fees are based on contractually agreed prices and when the services are provided. Other sources of revenue in commercial lending fees primarily include fees assessed on the unused portion of commercial lines of credit (unused commitment fees) and syndication arrangements.
Brokerage fees are commissions earned for facilitating securities transactions for customers, as well other brokerage services provided. Revenue is recognized when services are complete and are based on the type of services provided and agreed upon rates. The Corporation pays commissions based on brokerage fee revenue. These are typically recognized when incurred because the amortization period is one year or less and are included in salaries and benefits expense in the Consolidated Statements of Comprehensive Income.
Other revenues, consisting primarily of other retail fees, investment banking fees and insurance commissions, are typically recognized when services or transactions are completed and are based on the type of services provided and agreed upon rates.
Except as discussed above, commissions and other incentives paid to employees are generally based on several internal and external metrics and as a result are not solely dependent on revenue generating activities.
Classification and Measurement of Financial Instruments
Effective January 1, 2018, the Corporation adopted the provisions of Accounting Standards Update (ASU) No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition of Financial Assets and Financial Liabilities," (ASU 2016-01). ASU 2016-01 requires equity investments, other than equity method investments, to be measured at fair value with changes in fair value recognized in net income. At adoption, an immaterial amount of cumulative net unrealized losses on equity securities previously recognized in accumulated other comprehensive income (AOCI) was reclassified to the opening balance of retained earnings, included in cumulative effect of change in accounting principles in the accompanying Consolidated Statements of Changes in Shareholders Equity. Changes to the fair value of equity securities occurring after December 31, 2017, other than equity method investments, are included in net securities losses in the Consolidated Statements of Comprehensive Income. Also, as part of adopting ASU 2016-01, the Corporation refined the calculation used to determine the estimated fair value of loans disclosed in note 2 to the consolidated financial statements.
Statement of Cash Flows
The Corporation adopted FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” (ASU 2016-15) on January 1, 2018 and, as a result, reclassified $3 million of proceeds from settlement of bank-owned life insurance policies from operating activities to investing activities for the three-month period ended March 31, 2017.
Defined Benefit Pension and Other Postretirement Costs
The Corporation retrospectively adopted the provisions of ASU No. 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07) on January 1, 2018, which requires employers to report service cost as part of compensation expense and the other components of net benefit cost separately from service cost. As a result, $12 million of benefit from the other components of net benefit cost was reclassified from salaries and benefits expense to other noninterest expenses in the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017. The Corporation based the adjustment to the prior period on amounts disclosed in note 10.
Derivatives Instruments and Hedging Activities
The Corporation adopted ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12), effective January 1, 2018. At transition, the Corporation elected to change the measurement methodology of all long-haul fair value hedges existing at December 31, 2017. The prior period effect of this election was a $1 million reduction to opening retained earnings, included in cumulative effect of change in accounting principles in the Consolidated Statements of Shareholders' Equity. In addition, the Corporation made a transition election to reclassify the portfolio of held-to-maturity securities to available-for-sale in January 2018 as the securities are eligible to be hedged. This resulted in the recognition of additional unrealized losses of $11 million at the date of transfer.
Income Taxes
The Tax Cuts and Jobs Act (the "Act"), enacted on December 22, 2017, reduced the U.S. federal corporate tax rate from 35 percent to 21 percent. Also on December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (SAB 118), which provides guidance on accounting for tax effects of the Act. SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting. Based on the information available and current interpretation

6

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

of the rules, the Corporation has made reasonable estimates of the impact of the reduction in the corporate tax rate and remeasurement of certain deferred tax assets and liabilities based on the rate at which they are expected to reverse in the future, generally 21 percent. The provisional amount recorded related to the remeasurement of the Corporation's deferred tax balance was $104 million, including $107 million recognized in the year ended December 31, 2017 and a $3 million downward revision to the estimated impact recorded in the three months ended March 31, 2018. The final impact of the Act may differ from these estimates as a result of changes in management’s interpretations and assumptions, as well as new guidance that may be issued by the Internal Revenue Service (IRS).
NOTE 2 – FAIR VALUE MEASUREMENTS
The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, the Corporation uses present value techniques and other valuation methods to estimate the fair values of its financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.
Equity securities, investment securities available-for-sale, derivatives and deferred compensation plan assets and liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, the Corporation may be required to record other assets and liabilities at fair value on a nonrecurring basis, such as impaired loans, other real estate (primarily foreclosed property), nonmarketable equity securities and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve write-downs of individual assets or application of lower of cost or fair value accounting.
Refer to note 1 to the consolidated financial statements in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017 for further information about the fair value hierarchy, descriptions of the valuation methodologies and key inputs used to measure financial assets and liabilities recorded at fair value, as well as a description of the methods and significant assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis.
ASSETS AND LIABILITIES RECORDED AT FAIR VALUE ON A RECURRING BASIS
The following tables present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017.
(in millions)
Total
 
Level 1
 
Level 2
 
Level 3
 
March 31, 2018
 
 
 
 
 
 
 
 
Deferred compensation plan assets
$
93

 
$
93

 
$

 
$

 
Equity securities
38

 
38

 

 

 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
2,706

 
2,706

 

 

 
Residential mortgage-backed securities (a)
9,265

 

 
9,265

 

 
Total investment securities available-for-sale
11,971

 
2,706

 
9,265

 

 
Derivative assets:
 
 
 
 
 
 
 
 
Interest rate contracts
33

 

 
26

 
7

 
Energy derivative contracts
107

 

 
107

 

 
Foreign exchange contracts
37

 

 
37

 

 
Warrants
2

 

 

 
2

 
Total derivative assets
179

 

 
170

 
9

 
Total assets at fair value
$
12,281

 
$
2,837

 
$
9,435

 
$
9

 
Derivative liabilities:
 
 
 
 
 
 
 
 
Interest rate contracts
$
98

 
$

 
$
98

 
$

 
Energy derivative contracts
106

 

 
106

 

 
Foreign exchange contracts
32

 

 
32

 

 
Total derivative liabilities
236

 

 
236

 

 
Deferred compensation plan liabilities
93

 
93

 

 

 
Total liabilities at fair value
$
329

 
$
93

 
$
236

 
$

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

7

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

(in millions)
Total
 
Level 1
 
Level 2
 
Level 3
 
December 31, 2017
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
Deferred compensation plan assets
$
92

 
$
92

 
$

 
$

 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
2,727

 
2,727

 

 

 
Residential mortgage-backed securities (a)
8,124

 

 
8,124

 

 
State and municipal securities
5

 

 

 
5

(b)
Equity and other non-debt securities
82

 
38

 

 
44

(b)
Total investment securities available-for-sale
10,938

 
2,765

 
8,124

 
49

 
Derivative assets:
 
 
 
 
 
 
 
 
Interest rate contracts
57

 

 
43

 
14

 
Energy derivative contracts
93

 

 
93

 

 
Foreign exchange contracts
42

 

 
42

 

 
Warrants
2

 

 

 
2

 
Total derivative assets
194

 

 
178

 
16

 
Total assets at fair value
$
11,224

 
$
2,857

 
$
8,302

 
$
65

 
Derivative liabilities:
 
 
 
 
 
 
 
 
Interest rate contracts
$
59

 
$

 
$
59

 
$

 
Energy derivative contracts
91

 

 
91

 

 
Foreign exchange contracts
40

 

 
40

 

 
Total derivative liabilities
190

 

 
190

 

 
Deferred compensation plan liabilities
92

 
92

 

 

 
Total liabilities at fair value
$
282

 
$
92

 
$
190

 
$

 
(a)
Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
(b)
Auction-rate securities.
There were no transfers of assets or liabilities recorded at fair value on a recurring basis into or out of Level 1, Level 2 and Level 3 fair value measurements during each of the three-month period ended March 31, 2018 and 2017.
The following table summarizes the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the three-month period ended March 31, 2018 and 2017.
 
 
 
 
 
 
Net Realized/Unrealized Gains (Losses) (Pretax) Recorded in Earnings
 
 
 
 
 
Balance 
at
Beginning
of Period
 
 
 
 
 
 
 
Balance at End of Period
 
 
Change in Classification (a)
 
 
Sales and Redemptions
 
(in millions)
 
 
Realized
Unrealized
 
 
Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity securities

 
44

 


 

 
 
(44
)
 

Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities (b)
$
5

 
$

 
 
$

 
$

 
 
$
(5
)
 
$

Equity and other non-debt securities (b)
44

 
(44
)
 
 

 

 
 

 

Total investment securities available-for-sale
49

 
(44
)
 
 

 

 
 
(5
)
 

Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
14

 

 
 

 
(7
)
(c)
 

 
7

Warrants
2

 

 
 

 

 
 

 
2

Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities (b)
$
7

 
$

 
 
$

 
$

 
 
$
(2
)
 
$
5

Equity and other non-debt securities (b)
47

 

 
 

 

 
 
(1
)
 
46

Total investment securities available-for-sale
54

 

 
 

 

 
 
(3
)
 
51

Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
11

 

 


 

 
 

 
11

Warrants
3

 

 
 
1

(c)
(1
)
(c)
 
(1
)
 
2

(a)
Reflects the reclassification of equity securities resulting from the adoption of ASU 2016-01.
(b)
Auction-rate securities.
(c)
Realized and unrealized gains and losses due to changes in fair value recorded in Other Noninterest Income on the Consolidated Statements of Comprehensive Income.

8

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

ASSESTS AND LIABILITIES AT FAIR VALUE ON A NONRECURRING BASIS
The Corporation may be required to record certain assets and liabilities at fair value on a nonrecurring basis. These include assets that are recorded at the lower of cost or fair value, and were recognized at fair value since it was less than cost at the end of the period.
The following table presents assets recorded at fair value on a nonrecurring basis at March 31, 2018 and December 31, 2017. No liabilities were recorded at fair value on a nonrecurring basis at March 31, 2018 and December 31, 2017.
(in millions)
Level 3
March 31, 2018
 
Loans:
 
Commercial
$
102

Commercial mortgage
4

Total assets at fair value
$
106

December 31, 2017
 
Loans:
 
Commercial
$
111

Commercial mortgage
5

Total assets at fair value
$
116

Level 3 assets recorded at fair value on a nonrecurring basis at March 31, 2018 and December 31, 2017 included loans for which a specific allowance was established based on the fair value of collateral. The unobservable inputs were the additional adjustments applied by management to the appraised values to reflect such factors as non-current appraisals and revisions to estimated time to sell. These adjustments are determined based on qualitative judgments made by management on a case-by-case basis and are not quantifiable inputs, although they are used in the determination of fair value.
ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS NOT RECORDED AT FAIR VALUE ON A RECURRING BASIS
The Corporation typically holds the majority of its financial instruments until maturity and thus does not expect to realize many of the estimated fair value amounts disclosed. The disclosures also do not include estimated fair value amounts for items that are not defined as financial instruments, but which have significant value. These include such items as core deposit intangibles, the future earnings potential of significant customer relationships and the value of trust operations and other fee generating businesses. The Corporation believes the imprecision of an estimate could be significant.

9

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The carrying amount and estimated fair value of financial instruments not recorded at fair value in their entirety on a recurring basis on the Corporation’s Consolidated Balance Sheets are as follows:
 
Carrying
Amount
 
Estimated Fair Value
(in millions)
 
Total
 
Level 1
 
Level 2
 
Level 3
March 31, 2018
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
1,173

 
$
1,173

 
$
1,173

 
$

 
$

Interest-bearing deposits with banks
5,663

 
5,663

 
5,663

 

 

Loans held-for-sale
2

 
2

 

 
2

 

Total loans, net of allowance for loan losses (a)
48,542

 
48,345

 

 

 
48,345

Customers’ liability on acceptances outstanding
2

 
2

 
2

 

 

Restricted equity investments
248

 
248

 
248

 

 

Nonmarketable equity securities (b)
6

 
9

 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Demand deposits (noninterest-bearing)
30,961

 
30,961

 

 
30,961

 

Interest-bearing deposits
24,603

 
24,603

 

 
24,603

 

Customer certificates of deposit
2,071

 
2,041

 

 
2,041

 

Total deposits
57,635

 
57,605

 

 
57,605

 

Short-term borrowings
48

 
48

 
48

 

 

Acceptances outstanding
2

 
2

 
2

 

 

Medium- and long-term debt
5,594

 
5,604

 

 
5,604

 

Credit-related financial instruments
(68
)
 
(68
)
 

 

 
(68
)
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 $106 million and $116 million of impaired loans recorded at fair value on a nonrecurring basis at March 31, 2018 and December 31, 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.

10

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

NOTE 3 - INVESTMENT SECURITIES
A summary of the Corporation’s investment securities follows:
(in millions)
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
March 31, 2018
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
$
2,744

 
$

 
$
38

 
$
2,706

Residential mortgage-backed securities (a)
9,500

 
13

 
248

 
9,265

Total investment securities available-for-sale
$
12,244

 
$
13

 
$
286

 
$
11,971

 
 
 
 
 
 
 
 
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 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.
In connection with the adoption of ASU 2016-01 on January 1, 2018, cumulative unrealized gains and losses on available-for-sale equity and other non-debt securities were reclassified to retained earnings and the carrying value was reclassified to other short-term investments. Additionally, the Corporation transferred residential mortgage-backed securities with a book value of approximately $1.3 billion from held-to-maturity to available-for-sale upon the adoption of ASU 2017-12. For additional information about the adoption of ASU 2016-01, refer to note 1.
A summary of the Corporation’s investment securities in an unrealized loss position as of March 31, 2018 and December 31, 2017 follows:
 
Temporarily Impaired
 
Less than 12 Months
 
12 Months or more
 
Total
(in millions)
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
$
2,706

 
$
38

 
 
$

 
$

 
 
$
2,706

 
$
38

 
Residential mortgage-backed securities (a)
4,623

 
81

 
 
3,855

 
167

 
 
8,478

 
248

 
Total temporarily impaired securities
$
7,329

 
$
119

 
 
$
3,855


$
167

 
 
$
11,184

 
$
286

 
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 (c)

 

 
 
5

 

(b)
 
5

 

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

 

 
 
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)
Unrealized losses less than $0.5 million.
(c)
Primarily auction-rate securities.
At March 31, 2018, the Corporation had 377 securities in an unrealized loss position with no credit impairment, including 29 U.S. Treasury securities and 348 residential mortgage-backed securities. The unrealized losses for these securities resulted from changes in market interest rates and liquidity, not changes in credit quality. The Corporation ultimately expects full collection of the carrying amount of these securities, does not intend to sell the securities in an unrealized loss position, and it is not more-likely-than-not that the Corporation will be required to sell the securities in an unrealized loss position prior to recovery of amortized cost. The Corporation does not consider these securities to be other-than-temporarily impaired at March 31, 2018.

11

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

There were no significant gains or losses of debt securities available-for-sale or equity securities during the three months ended March 31, 2018, including the sale and redemption of the remaining auction-rate securities in the investment securities portfolio. Additionally, there were no significant gains or losses of investment securities available-for-sale during the three months ended March 31, 2017.
The following table summarizes the amortized cost and fair values of debt securities by contractual maturity. Securities with multiple maturity dates are classified in the period of final maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
(in millions)
 
March 31, 2018
Amortized Cost
 
Fair Value
Contractual maturity
 
 
 
Within one year
$
100

 
$
100

After one year through five years
2,861

 
2,823

After five years through ten years
1,727

 
1,709

After ten years
7,557

 
7,339

Total investment securities
$
12,245

 
$
11,971

Included in the contractual maturity distribution in the table above were residential mortgage-backed securities with total amortized cost of $9.5 billion and fair value of $9.3 billion. The actual cash flows of mortgage-backed securities may differ from contractual maturity as the borrowers of the underlying loans may exercise prepayment options.
At March 31, 2018, investment securities with a carrying value of $628 million were pledged where permitted or required by law to secure $311 million of liabilities, primarily public and other deposits of state and local government agencies and derivative instruments.

12

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

NOTE 4 – CREDIT QUALITY AND ALLOWANCE FOR CREDIT LOSSES
The following table presents an aging analysis of the recorded balance of loans.
 
Loans Past Due and Still Accruing
 
 
 
 
 
 
(in millions)
30-59
Days
 
60-89 
Days
 
90 Days
or More
 
Total
 
Nonaccrual
Loans
 
Current
Loans
 
Total 
Loans
March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
84

 
$
29

 
$
26

 
$
139

 
$
242

 
$
30,528

 
$
30,909

Real estate construction:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
12

 

 

 
12

 

 
2,746

 
2,758

Other business lines (b)

 

 

 

 

 
356

 
356

Total real estate construction
12

 

 

 
12

 

 
3,102

 
3,114

Commercial mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
15

 

 

 
15

 
9

 
1,882

 
1,906

Other business lines (b)
20

 
6

 
8

 
34

 
20

 
7,312

 
7,366

Total commercial mortgage
35

 
6

 
8

 
49

 
29

 
9,194

 
9,272

Lease financing

 

 

 

 
3

 
461

 
464

International
14

 

 

 
14

 
4

 
946

 
964

Total business loans
145

 
35

 
34

 
214

 
278

 
44,231

 
44,723

Retail loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
11

 
1

 

 
12

 
29

 
1,962

 
2,003

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
6

 
2

 
1

 
9

 
19

 
1,735

 
1,763

Other consumer
1

 

 
1

 
2

 

 
749

 
751

Total consumer
7

 
2

 
2

 
11

 
19

 
2,484

 
2,514

Total retail loans
18

 
3

 
2

 
23

 
48

 
4,446

 
4,517

Total loans
$
163

 
$
38

 
$
36

 
$
237

 
$
326

 
$
48,677

 
$
49,240

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.


13

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The following table presents loans by credit quality indicator, based on internal risk ratings assigned to each business loan at the time of approval and subjected to subsequent reviews, generally at least annually, and to pools of retail loans with similar risk characteristics.
 
Internally Assigned Rating
 
 
(in millions)
Pass (a)
 
Special
Mention (b)
 
Substandard (c)
 
Nonaccrual (d)
 
Total
March 31, 2018
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
Commercial
$
29,195

 
$
579

 
$
893

 
$
242

 
$
30,909

Real estate construction:
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (e)
2,758

 

 

 

 
2,758

Other business lines (f)
352

 
4

 

 

 
356

Total real estate construction
3,110

 
4

 

 

 
3,114

Commercial mortgage:
 
 
 
 
 
 
 
 
 
Commercial Real Estate business line (e)
1,836

 
15

 
46

 
9

 
1,906

Other business lines (f)
7,144

 
107

 
95

 
20

 
7,366

Total commercial mortgage
8,980

 
122

 
141

 
29

 
9,272

Lease financing
453

 
5

 
3

 
3

 
464

International
926

 
5

 
29

 
4

 
964

Total business loans
42,664

 
715

 
1,066

 
278

 
44,723

Retail loans:
 
 
 
 
 
 
 
 
 
Residential mortgage
1,973

 
1

 

 
29

 
2,003

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
1,733

 

 
11

 
19

 
1,763

Other consumer
750

 
1

 

 

 
751

Total consumer
2,483

 
1

 
11

 
19

 
2,514

Total retail loans
4,456

 
2

 
11

 
48

 
4,517

Total loans
$
47,120

 
$
717

 
$
1,077

 
$
326

 
$
49,240

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 - on pages F-51 and F-52 in the Corporation's 2017 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.

14

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The following table summarizes nonperforming assets.
(in millions)
March 31, 2018
 
December 31, 2017
Nonaccrual loans
$
326

 
$
402

Reduced-rate loans (a)
8

 
8

Total nonperforming loans
334

 
410

Foreclosed property (b)
5

 
5

Total nonperforming assets
$
339

 
$
415

(a)
There were no reduced-rate business loans at both March 31, 2018 and December 31, 2017. Reduced-rate retail loans were $8 million at both March 31, 2018 and December 31, 2017.
(b)
Included $4 million of foreclosed residential real estate properties at both March 31, 2018 and December 31, 2017.
There were no retail loans secured by residential real estate properties in process of foreclosure included in nonaccrual loans at both March 31, 2018 and December 31, 2017.
Allowance for Credit Losses
The following table details the changes in the allowance for loan losses and related loan amounts.
 
2018
 
2017
(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
$
661

 
$
51

 
$
712

 
$
682

 
$
48

 
$
730

Loan charge-offs
(36
)
 
(1
)
 
(37
)
 
(42
)
 
(2
)
 
(44
)
Recoveries on loans previously charged-off
8

 
1

 
9

 
9

 
2

 
11

Net loan charge-offs
(28
)
 

 
(28
)
 
(33
)
 

 
(33
)
Provision for loan losses
20

 
(6
)
 
14

 
12

 
(1
)
 
11

Balance at end of period
$
653

 
$
45

 
$
698

 
$
661

 
$
47

 
$
708

As a percentage of total loans
1.46
%
 
0.99
%
 
1.42
%
 
1.51
%
 
1.05
%
 
1.47
%
March 31
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
42

 
$

 
$
42

 
$
87

 
$
2

 
$
89

Collectively evaluated for impairment
611

 
45

 
656

 
574

 
45

 
619

Total allowance for loan losses
$
653

 
$
45

 
$
698

 
$
661

 
$
47

 
$
708

Loans:
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
384

 
$
31

 
$
415

 
$
535

 
$
41

 
$
576

Collectively evaluated for impairment
44,339

 
4,486

 
48,825

 
43,287

 
4,440

 
47,727

Total loans evaluated for impairment
$
44,723

 
$
4,517

 
$
49,240

 
$
43,822

 
$
4,481

 
$
48,303

Changes in the allowance for credit losses on lending-related commitments, included in accrued expenses and other liabilities on the Consolidated Balance Sheets, are summarized in the following table.
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Balance at beginning of period
$
42

 
$
41

Provision for credit losses on lending-related commitments
(2
)
 
5

Balance at end of period
$
40

 
$
46


15

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Individually Evaluated Impaired Loans
The following table presents additional information regarding individually evaluated impaired loans.
 
Recorded Investment In:
 
 
 
 
(in millions)
Impaired
Loans with
No Related
Allowance
 
Impaired
Loans with
Related
Allowance
 
Total
Impaired
Loans
 
Unpaid
Principal
Balance
 
Related
Allowance
for Loan
Losses
March 31, 2018
 
 
 
 
 
 
 
 
 
Business loans:
 
 
 
 
 
 
 
 
 
Commercial
$
159

 
$
156

 
$
315

 
$
403

 
$
39

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
3

 
1

 
4

 
9

 

Total business loans
204

 
180

 
384

 
490

 
42

Retail loans:
 
 
 
 
 
 
 
 
 
Residential mortgage
11

 
8

 
19

 
20

 

Consumer:
 
 
 
 
 
 
 
 
 
Home equity
11

 

 
11

 
13

 

Other consumer
1

 

 
1

 
2

 

Total consumer
12

 

 
12

 
15

 

Total retail loans (c)
23

 
8

 
31

 
35

 

Total individually evaluated impaired loans
$
227

 
$
188

 
$
415

 
$
525

 
$
42

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.

16

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The following table presents information regarding average individually evaluated impaired loans and the related interest recognized. Interest income recognized for the period primarily related to performing restructured loans.
 
Individually Evaluated Impaired Loans
 
2018
 
2017
(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
$
344

 
$
1

 
$
498

 
$
2

Commercial mortgage:
 
 
 
 
 
 
 
Commercial Real Estate business line (a)
40

 
1

 
7

 

Other business lines (b)
25

 

 
34

 

Total commercial mortgage
65

 
1

 
41

 

International
5

 

 
11

 

Total business loans
414

 
2

 
550

 
2

Retail loans:
 
 
 
 
 
 
 
Residential mortgage
20

 

 
27

 

Consumer loans:
 
 
 
 
 
 
 
Home equity
11

 

 
14

 

Other consumer
1

 

 
4

 

Total consumer
12

 

 
18

 

Total retail loans
32

 

 
45

 

Total individually evaluated impaired loans
$
446

 
$
2

 
$
595

 
$
2

(a)
Primarily loans to real estate developers.
(b)
Primarily loans secured by owner-occupied real estate.
Troubled Debt Restructurings
The following table details the recorded balance at March 31, 2018 and 2017 of loans considered to be troubled debt restructurings (TDRs) that were restructured during the three-month periods ended March 31, 2018 and 2017, all of which were principal deferrals.
 
Principal Deferrals (a)
(in millions)
2018
2017
Three Months Ended March 31
 
 
 
Business loans:
 
 
 
Commercial
$
28

 
$
80

Commercial mortgage:
 
 
 
Other business lines (b)
1

 
5

Total business loans
29

 
85

Retail loans:
 
 
 
Consumer:
 
 
 
Home equity (c)
1


1

Total loans
$
30

 
$
86

(a)
Primarily represents loan balances where terms were extended 90 days or more at or above contractual interest rates.
(b)
Primarily loans to 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.
At March 31, 2018 and December 31, 2017, commitments to lend additional funds to borrowers whose terms have been modified in TDRs totaled $21 million and $31 million, respectively.
All of the modifications considered to be TDRs that occurred during the three months ended March 31, 2018 and 2017 were principal deferrals. The Corporation charges interest on principal balances outstanding during deferral periods. Additionally, none of the modifications involved forgiveness of principal. As a result, the current and future financial effects of the recorded balance of loans considered to be TDRs that were restructured during the three months ended March 31, 2018 and 2017 were insignificant.

17

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

On an ongoing basis, the Corporation monitors the performance of modified loans to their restructured terms. The allowance for loan losses continues to be reassessed on the basis of an individual evaluation of the loan.
The following table presents information regarding the recorded balance at March 31, 2018 and 2017 of loans modified by principal deferral during the twelve-month periods ended March 31, 2018 and 2017. For principal deferrals, incremental deterioration in the credit quality of the loan, represented by a downgrade in the risk rating of the loan, for example, due to missed interest payments or a reduction of collateral value, is considered a subsequent default. There were no subsequent defaults of principal deferral loans during the three-month periods ended March 31, 2018 and 2017.
 
Principal Deferrals
(in millions)
2018
 
2017
Balance at March 31,
 
 
 
Business loans:
 
 
 
Commercial
$
90

 
$
141

Commercial mortgage:
 
 
 
Commercial Real Estate business line (a)
37

 

Other business lines (a)
2

 
9

Total commercial mortgage
39

 
9

Total business loans
129

 
150

Retail loans:
 
 
 
Consumer:
 
 
 
Home equity (b)
2

 
2

Total principal deferrals
$
131

 
$
152

(a)
Primarily loans secured by owner-occupied real estate.
(b)
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
During the twelve-month periods ended March 31, 2018 and 2017, loans with a carrying value of $17 million and $1 million, respectively, were modified by interest rate reduction (reduced-rate loans), and loans with a carrying value of $20 million and $48 million, respectively, were restructured into two notes (AB note restructures). For reduced-rate loans and AB note restructures, a subsequent payment default is defined in terms of delinquency, when a principal or interest payment is 90 days past due. There were no subsequent payment defaults of reduced-rate loans or AB note restructures during the three-month periods ended March 31, 2018 and 2017.
NOTE 5 - DERIVATIVE AND CREDIT-RELATED FINANCIAL INSTRUMENTS
In the normal course of business, the Corporation enters into various transactions involving derivative and credit-related financial instruments to manage exposure to fluctuations in interest rate, foreign currency and other market risks and to meet the financing needs of customers (customer-initiated derivatives). These financial instruments involve, to varying degrees, elements of market and credit risk. Market and credit risk are included in the determination of fair value.
Market risk is the potential loss that may result from movements in interest rates, foreign currency exchange rates or energy commodity prices that cause an unfavorable change in the value of a financial instrument. The Corporation manages this risk by establishing monetary exposure limits and monitoring compliance with those limits. Market risk inherent in interest rate and energy contracts entered into on behalf of customers is mitigated by taking offsetting positions, except in those circumstances when the amount, tenor and/or contract rate level results in negligible economic risk, whereby the cost of purchasing an offsetting contract is not economically justifiable. The Corporation mitigates most of the inherent market risk in foreign exchange contracts entered into on behalf of customers by taking offsetting positions and manages the remainder through individual foreign currency position limits and aggregate value-at-risk limits. These limits are established annually and positions are monitored quarterly. Market risk inherent in derivative instruments held or issued for risk management purposes is typically offset by changes in the fair value of the assets or liabilities being hedged.
Credit risk is the possible loss that may occur in the event of nonperformance by the counterparty to a financial instrument. The Corporation attempts to minimize credit risk arising from customer-initiated derivatives by evaluating the creditworthiness of each customer, adhering to the same credit approval process used for traditional lending activities and obtaining collateral as deemed necessary. Derivatives with dealer counterparties are either cleared through a clearinghouse or settled directly with a single counterparty. For derivatives settled directly with dealer counterparties, the Corporation utilizes counterparty risk limits and monitoring procedures as well as master netting arrangements and bilateral collateral agreements to facilitate the management of credit risk. Master netting arrangements effectively reduce credit risk by permitting settlement of positive and negative positions and offset cash collateral held with the same counterparty on a net basis. Bilateral collateral agreements require daily exchange of cash or highly rated securities issued by the U.S. Treasury or other U.S. government entities to collateralize amounts due to either party. At March 31, 2018, counterparties with bilateral collateral agreements had pledged $5 million of marketable investment

18

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

securities and deposited $8 million of cash with the Corporation to secure the fair value of contracts in an unrealized gain position, and the Corporation had pledged $11 million of marketable investment securities and posted $63 million of cash as collateral for contracts in an unrealized loss position. For those counterparties not covered under bilateral collateral agreements, collateral is obtained, if deemed necessary, based on the results of management’s credit evaluation of the counterparty. Collateral varies, but may include cash, investment securities, accounts receivable, equipment or real estate. Included in the fair value of derivative instruments are credit valuation adjustments reflecting counterparty credit risk. These adjustments are determined by applying a credit spread for the counterparty or the Corporation, as appropriate, to the total expected exposure of the derivative. There were no derivative instruments with credit-risk-related contingent features that were in a liability position at March 31, 2018.
Derivative Instruments
Derivative instruments utilized by the Corporation are negotiated over-the-counter and primarily include swaps, caps and floors, forward contracts and options, each of which may relate to interest rates, energy commodity prices or foreign currency exchange rates. Swaps are agreements in which two parties periodically exchange cash payments based on specified indices applied to a specified notional amount until a stated maturity. Caps and floors are agreements which entitle the buyer to receive cash payments based on the difference between a specified reference rate or price and an agreed strike rate or price, applied to a specified notional amount until a stated maturity. Forward contracts are over-the-counter agreements to buy or sell an asset at a specified future date and price. Options are similar to forward contracts except the purchaser has the right, but not the obligation, to buy or sell the asset during a specified period or at a specified future date.
Over-the-counter contracts are tailored to meet the needs of the counterparties involved and, therefore, contain a greater degree of credit risk and liquidity risk than exchange-traded contracts, which have standardized terms and readily available price information. The Corporation reduces exposure to market and liquidity risks from over-the-counter derivative instruments entered into for risk management purposes, and transactions entered into to mitigate the market risk associated with customer-initiated transactions, by conducting hedging transactions with investment grade domestic and foreign financial institutions and subjecting counterparties to credit approvals, limits and collateral monitoring procedures similar to those used in making other extensions of credit. In addition, certain derivative contracts executed bilaterally with a dealer counterparty in the over-the-counter market are cleared through a clearinghouse, whereby the clearinghouse becomes the counterparty to the transaction.


19

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The following table presents the composition of the Corporation’s derivative instruments held or issued for risk management purposes or in connection with customer-initiated and other activities at March 31, 2018 and December 31, 2017. The table excludes commitments and warrants accounted for as derivatives.
 
March 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
$
1,775

 
$

 
$
3

 
$
1,775

 
$

 
$
2

Derivatives used as economic hedges
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts:
 
 
 
 
 
 
 
 
 
 
 
Spot, forwards and swaps
647

 

 

 
650

 

 
2

Total risk management purposes
2,422

 

 
3

 
2,425

 

 
4

Customer-initiated and other activities
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts:
 
 
 
 
 
 
 
 
 
 
 
Caps and floors written
582

 

 
2

 
635

 

 

Caps and floors purchased
582

 
2

 

 
635

 

 

Swaps
12,454

 
31

 
93

 
13,119

 
57

 
57

Total interest rate contracts
13,618

 
33

 
95

 
14,389

 
57

 
57

Energy contracts:
 
 
 
 
 
 
 
 
 
 
 
Caps and floors written
135

 

 
11

 
164

 

 
11

Caps and floors purchased
135

 
11

 

 
164

 
11

 

Swaps
1,755

 
96

 
95

 
1,519

 
82

 
80

Total energy contracts
2,025

 
107

 
106

 
1,847

 
93

 
91

Foreign exchange contracts:
 
 
 
 
 
 
 
 
 
 
 
Spot, forwards, options and swaps
1,976

 
37

 
32

 
1,884

 
42

 
38

Total customer-initiated and other activities
17,619

 
177

 
233

 
18,120

 
192

 
186

Total gross derivatives
$
20,041

 
$
177

 
$
236

 
$
20,545

 
$
192

 
$
190

Amounts offset in the Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
 
 
 
Netting adjustment - Offsetting derivative assets/liabilities
 
 
(49
)
 
(49
)
 
 
 
(49
)
 
(49
)
Netting adjustment - Cash collateral received/posted
 
 
(5
)
 
(62
)
 
 
 
(1
)
 
(39
)
Net derivatives included in the Consolidated Balance Sheets (b)

 
123

 
125

 



142

 
102

Amounts not offset in the Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
 
 
 
Marketable securities pledged under bilateral collateral agreements
 
 
(5
)
 
(11
)
 
 
 
(3
)
 
(24
)
Net derivatives after deducting amounts not offset in the Consolidated Balance Sheets


 
$
118

 
$
114

 


 
$
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.
(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 $4 million at March 31, 2018 and December 31, 2017, respectively.


20

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Risk Management
The Corporation's derivative instruments used for managing interest rate risk currently comprise swaps converting fixed-rate long-term debt to variable rates.

The following table details the effects of fair value hedging on the Consolidated Statements of Comprehensive Income.
 
Interest on Medium- and Long-Term Debt
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Total interest on medium-and long-term debt (a)
$
25

 
$
17

 
 
 
 
Fair value hedging relationships:
 
 
 
  Interest rate contracts:
 
 
 
  Hedged items
15

 
22

  Derivatives designated as hedging instruments
(3
)
 
(10
)
(a) Includes the effects of hedging.
The following table summarizes the expected weighted average remaining maturity of the notional amount of risk management interest rate swaps, the carrying amount of the related hedged items and the weighted average interest rates associated with amounts expected to be received or paid on interest rate swap agreements as of March 31, 2018 and December 31, 2017.
 
 
 
 
 
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, 2018
 
 
 
 
 
 
 
 
 
Swaps - fair value - receive fixed/pay floating rate
 
 
 
 
 
 
 
 
 
Medium- and long-term debt
$
1,775

 
$
1,794

 
4.4
 
3.26
%
 
2.59
%
December 31, 2017
 
 
 
 
 
 
 
 
 
Swaps - fair value - receive fixed/pay floating rate
 
 
 
 
 
 
 
 
 
Medium- and long-term debt
1,775

 
1,822

 
4.6
 
3.26

 
2.35

(a)
Included $27 million and $56 million of cumulative hedging adjustments at March 31, 2018 and December 31, 2017, respectively, which included $8 million and $9 million, respectively, of hedging adjustment on a discontinued hedging relationship.
(b)
Variable rates paid on receive fixed swaps are based on six-month LIBOR rates in effect at March 31, 2018 and December 31, 2017.
Foreign exchange rate risk arises from changes in the value of certain assets and liabilities denominated in foreign currencies. The Corporation employs spot and forward contracts in addition to swap contracts to manage exposure to these and other risks. These instruments are used as economic hedges and net gains or losses are included in other noninterest income in the Consolidated Statements of Comprehensive Income.
Customer-Initiated and Other
The Corporation enters into derivative transactions at the request of customers and generally takes offsetting positions with dealer counterparties to mitigate the inherent market risk. Income primarily results from the spread between the customer derivative and the offsetting dealer position.
For customer-initiated foreign exchange contracts where offsetting positions have not been taken, the Corporation manages the remaining inherent market risk through individual foreign currency position limits and aggregate value-at-risk limits. These limits are established annually and reviewed quarterly. For those customer-initiated derivative contracts which were not offset or where the Corporation holds a position within the limits described above, the Corporation recognized no net gains or losses in other noninterest income in the Consolidated Statements of Comprehensive Income for both the three-month periods ended March 31, 2018 and 2017.


21

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Fair values of customer-initiated and other derivative instruments represent the net unrealized gains or losses on such contracts and are recorded in the Consolidated Balance Sheets. Changes in fair value are recognized in the Consolidated Statements of Comprehensive Income. The net gains recognized in income on customer-initiated derivative instruments, net of the impact of offsetting positions, were as follows.
 
 
 
Three Months Ended March 31,
(in millions)
 
Location of Gain
2018
 
2017
Interest rate contracts
 
Other noninterest income
$
4

 
$
6

Foreign exchange contracts
 
Foreign exchange income
12

 
11

Total
 
 
$
16

 
$
17

Credit-Related Financial Instruments
The Corporation issues off-balance sheet financial instruments in connection with commercial and consumer lending activities. The Corporation’s credit risk associated with these instruments is represented by the contractual amounts indicated in the following table.
(in millions)
March 31, 2018
 
December 31, 2017
Unused commitments to extend credit:
 
 
 
Commercial and other
$
22,169

 
$
22,636

Bankcard, revolving check credit and home equity loan commitments
2,838

 
2,833

Total unused commitments to extend credit
$
25,007

 
$
25,469

Standby letters of credit
$
3,245

 
$
3,228

Commercial letters of credit
37

 
39

The Corporation maintains an allowance to cover probable credit losses inherent in lending-related commitments, including unused commitments to extend credit, letters of credit and financial guarantees. The allowance for credit losses on lending-related commitments, included in accrued expenses and other liabilities was $40 million and $42 million at March 31, 2018 and December 31, 2017, respectively.
Unused Commitments to Extend Credit
Commitments to extend credit are legally binding agreements to lend to a customer, provided there is no violation of any condition established in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments expire without being drawn upon, the total contractual amount of commitments does not necessarily represent future cash requirements of the Corporation. Commercial and other unused commitments are primarily variable rate commitments. The allowance for credit losses on lending-related commitments included $26 million and $27 million at March 31, 2018 and December 31, 2017, respectively, for probable credit losses inherent in the Corporation’s unused commitments to extend credit.
Standby and Commercial Letters of Credit
Standby letters of credit represent conditional obligations of the Corporation which guarantee the performance of a customer to a third party. Standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Commercial letters of credit are issued to finance foreign or domestic trade transactions. These contracts expire in decreasing amounts through the year 2028. The Corporation may enter into participation arrangements with third parties that effectively reduce the maximum amount of future payments which may be required under standby and commercial letters of credit. These risk participations covered $123 million and $127 million, respectively, of the $3.3 billion standby and commercial letters of credit outstanding at both March 31, 2018 and December 31, 2017.
The carrying value of the Corporation’s standby and commercial letters of credit, included in accrued expenses and other liabilities, totaled $42 million at March 31, 2018, including $28 million in deferred fees and $14 million in the allowance for credit losses on lending-related commitments. At December 31, 2017, the comparable amounts were $40 million, $25 million and $15 million, respectively.


22

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The following table presents a summary of criticized standby and commercial letters of credit at March 31, 2018 and December 31, 2017. The Corporation's criticized list is generally consistent with the Special Mention, Substandard and Doubtful categories defined by regulatory authorities. The Corporation manages credit risk through underwriting, periodically reviewing and approving its credit exposures using Board committee approved credit policies and guidelines.
(dollar amounts in millions)
March 31, 2018
 
December 31, 2017
Total criticized standby and commercial letters of credit
$
77

 
$
88

As a percentage of total outstanding standby and commercial letters of credit
2.4
%
 
2.7
%
Other Credit-Related Financial Instruments
The Corporation enters into credit risk participation agreements, under which the Corporation assumes credit exposure associated with a borrower’s performance related to certain interest rate derivative contracts. The Corporation is not a party to the interest rate derivative contracts and only enters into these credit risk participation agreements in instances in which the Corporation is also a party to the related loan participation agreement for such borrowers. The Corporation manages its credit risk on the credit risk participation agreements by monitoring the creditworthiness of the borrowers, which is based on the normal credit review process had it entered into the derivative instruments directly with the borrower. The notional amount of such credit risk participation agreement reflects the pro-rata share of the derivative instrument, consistent with its share of the related participated loan. As of March 31, 2018 and December 31, 2017, the total notional amount of the credit risk participation agreements was approximately $540 million and $549 million, respectively, and the fair value was insignificant for both periods. The maximum estimated exposure to these agreements, as measured by projecting a maximum value of the guaranteed derivative instruments, assuming 100 percent default by all obligors on the maximum values, was insignificant at March 31, 2018 and December 31, 2017. In the event of default, the lead bank has the ability to liquidate the assets of the borrower, in which case the lead bank would be required to return a percentage of the recouped assets to the participating banks. As of March 31, 2018, the weighted average remaining maturity of outstanding credit risk participation agreements was 2.4 years.
NOTE 6 - VARIABLE INTEREST ENTITIES (VIEs)
The Corporation evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Corporation is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration.
The Corporation holds ownership interests in funds in the form of limited partnerships or limited liability companies (LLCs) investing in affordable housing projects that qualify for the low-income housing tax credit (LIHTC). The Corporation also directly invests in limited partnerships and LLCs which invest in community development projects which generate similar tax credits to investors (other tax credit entities). As an investor, the Corporation obtains income tax credits and deductions from the operating losses of these tax credit entities. These tax credit entities meet the definition of a VIE; however, the Corporation is not the primary beneficiary of the entities, as the general partner or the managing member has both the power to direct the activities that most significantly impact the economic performance of the entities and the obligation to absorb losses or the right to receive benefits that could be significant to the entities.
The Corporation accounts for its interests in LIHTC entities using the proportional amortization method. Exposure to loss as a result of the Corporation’s involvement with LIHTC entities at March 31, 2018 was limited to approximately $426 million. Ownership interests in other tax credit entities are accounted for under either the cost or equity method. Exposure to loss as a result of the Corporation's involvement in other tax credit entities at March 31, 2018 was limited to approximately $7 million.
Investment balances, including all legally binding commitments to fund future investments, are included in accrued income and other assets on the Consolidated Balance Sheets. A liability is recognized in accrued expenses and other liabilities on the Consolidated Balance Sheets for all legally binding unfunded commitments to fund tax credit entities ($165 million at March 31, 2018). Amortization and other write-downs of LIHTC investments are presented on a net basis as a component of the provision for income taxes on the Consolidated Statements of Comprehensive Income, while amortization and write-downs of other tax credit investments are recorded in other noninterest income. The income tax credits and deductions are recorded as a reduction of income tax expense and a reduction of federal income taxes payable.
The Corporation provided no financial or other support that was not contractually required to any of the above VIEs during the three months ended March 31, 2018 and 2017.


23

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The following table summarizes the impact of these tax credit entities on line items on the Corporation’s Consolidated Statements of Comprehensive Income.
 
Three Months Ended March 31,
 
(in millions)
2018
 
2017
 
Other noninterest income:
 
 
 
 
Amortization of other tax credit investments
$
1

 
$
1

 
Provision for income taxes:
 
 
 
 
Amortization of LIHTC investments
15

 
16

 
Low income housing tax credits
(15
)
 
(15
)
 
Other tax benefits related to tax credit entities
(3
)
 
(6
)
 
Total provision for income taxes
$
(3
)
 
$
(5
)
 
For further information on the Corporation’s consolidation policy, see note 1 to the consolidated financial statements in the Corporation's 2017 Annual Report.
NOTE 7 - MEDIUM- AND LONG-TERM DEBT
Medium- and long-term debt is summarized as follows:
(in millions)
March 31, 2018
 
December 31, 2017
Parent company
 
 
 
Subordinated notes:
 
 
 
3.80% subordinated notes due 2026 (a)
$
248

 
$
255

Medium-term notes:
 
 
 
2.125% notes due 2019 (a)
346

 
347

Total parent company
594

 
602

Subsidiaries
 
 
 
Subordinated notes:
 
 
 
4.00% subordinated notes due 2025 (a)
339

 
347

7.875% subordinated notes due 2026 (a)
201

 
208

Total subordinated notes
540

 
555

Medium-term notes:
 
 
 
2.50% notes due 2020 (a)
660

 
665

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

 

Total FHLB advances
3,800

 
2,800

Total subsidiaries
5,000

 
4,020

Total medium- and long-term debt
$
5,594

 
$
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.
Subordinated notes with remaining maturities greater than one year qualify as Tier 2 capital.

24

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Comerica Bank (the Bank), a wholly-owned subsidiary of the Corporation, is a member of the FHLB, which provides short- and long-term funding to its members through advances collateralized by real estate-related assets. On February 7, 2018, the Bank borrowed an additional $1.0 billion of 10-year, floating-rate FHLB advances due January 26, 2028. The interest rate on the FHLB advances resets between four and eight weeks, based on the FHLB auction rate. At March 31, 2018, the weighted-average rate on the FHLB advances was 1.85%. Each note may be prepaid in full, without penalty, at each scheduled reset date. Borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. At March 31, 2018, $15.8 billion of real estate-related loans were pledged to the FHLB as blanket collateral for current and potential future borrowings of approximately $4.4 billion.
Unamortized debt issuance costs deducted from the carrying amount of medium- and long-term debt totaled $5 million at both March 31, 2018 and December 31, 2017.

25

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

NOTE 8 - ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents a reconciliation of the changes in the components of accumulated other comprehensive loss and details the components of other comprehensive income (loss) for the three months ended March 31, 2018 and 2017, including the amount of income tax expense (benefit) allocated to each component of other comprehensive income (loss).
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Accumulated net unrealized losses on investment securities:
 
 
 
Balance at beginning of period, net of tax
$
(101
)
 
$
(33
)
 
 
 
 
Cumulative effect of change in accounting principle
1

 

 
 
 
 
Net unrealized holding losses arising during the period
(142
)
 
(2
)
Less: Benefit for income taxes
(33
)
 
(1
)
Net unrealized holding losses arising during the period, net of tax
(109
)
 
(1
)
Less:
 
 
 
Reclassification adjustment for net losses realized as a yield adjustment included in net income, net of tax

 
(1
)
Change in net unrealized losses on investment securities, net of tax
(109
)
 

Balance at end of period, net of tax
$
(209
)
 
$
(33
)
 
 
 
 
Accumulated defined benefit pension and other postretirement plans adjustment:
 
 
 
Balance at beginning of period, net of tax
$
(350
)
 
$
(350
)
 
 
 
 
Amortization of actuarial net loss
15

 
13

Amortization of prior service credit
(7
)
 
(7
)
Amounts recognized in other noninterest expense
8

 
6

   Less: Provision for income taxes
2

 
2

Change in defined benefit pension and other postretirement plans adjustment, net of tax
6

 
4

Balance at end of period, net of tax
$
(344
)
 
$
(346
)
Total accumulated other comprehensive loss at end of period, net of tax
$
(553
)
 
$
(379
)
NOTE 9 - NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are presented in the following table.
 
Three Months Ended March 31,
(in millions, except per share data)
2018
 
2017
Basic and diluted
 
 
 
Net income
$
281

 
$
202

Less:
 
 
 
Income allocated to participating securities
2

 
2

Net income attributable to common shares
$
279

 
$
200

 
 
 
 
Basic average common shares
172

 
175

 
 
 
 
Basic net income per common share
$
1.62

 
$
1.15

 
 
 
 
Basic average common shares
172

 
175

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

 
3

Net effect of the assumed exercise of warrants
1

 
2

Diluted average common shares
175

 
180

 
 
 
 
Diluted net income per common share
$
1.59

 
$
1.11

There were no anti-dilutive options for both the three-month periods ended March 31, 2018 and 2017.


26

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

NOTE 10 - EMPLOYEE BENEFIT PLANS
Service costs are included in salaries and benefits expense and other components of net benefit cost (credit) are included in other noninterest expenses on the Consolidated Statements of Comprehensive Income. For further information on the Corporation's employee benefit plans, refer to note 17 to the consolidated financial statements in the Corporation's 2017 Annual Report.
The components of net periodic benefit cost (credit) for the Corporation's qualified pension plan, non-qualified pension plan and postretirement benefit plan are as follows.
Qualified Defined Benefit Pension Plan
Three Months Ended March 31,
(in millions)
2018
 
2017
Service cost
$
7

 
$
7

 
 
 
 
Other components of net benefit credit:
 
 
 
Interest cost
19

 
20

Expected return on plan assets
(41
)
 
(40
)
Amortization of prior service credit
(5
)
 
(5
)
Amortization of net loss
13

 
11

Total other components of net benefit credit
(14
)
 
(14
)
Net periodic defined benefit credit
$
(7
)
 
$
(7
)
Non-Qualified Defined Benefit Pension Plan
Three Months Ended March 31,
(in millions)
2018
 
2017
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
$
2

 
$
3

Postretirement Benefit Plan
Three Months Ended March 31,
(in millions)
2018
 
2017
Other components of net benefit cost:
 
 
 
Interest cost
$
1

 
$
1

Expected return on plan assets
(1
)
 
(1
)
Net periodic defined benefit cost
$

 
$

NOTE 11 - INCOME TAXES AND TAX-RELATED ITEMS
Net unrecognized tax benefits were $10 million at both March 31, 2018 and December 31, 2017. The Corporation anticipates it is reasonably possible that final settlements with tax authorities will result in a decrease in net unrecognized tax benefits of $1 million within the next twelve months. The liability for tax-related interest and penalties included in accrued expenses and other liabilities was $10 million at both March 31, 2018 and December 31, 2017.
Net deferred tax assets were $165 million at March 31, 2018, compared to $141 million at December 31, 2017. The increase of $24 million in net deferred tax assets resulted primarily from an increase in deferred tax assets related to unrealized losses on investment securities available-for-sale. Included in deferred tax assets at both March 31, 2018 and December 31, 2017 were $4 million of state net operating loss carryforwards, which expire between 2018 and 2027. The Corporation believes it is more likely than not the benefit from certain of these state net operating loss carryforwards will not be realized and, accordingly, maintained a valuation allowance of $3 million at both March 31, 2018 and December 31, 2017.
In the ordinary course of business, the Corporation enters into certain transactions that have tax consequences. From time to time, the Internal Revenue Service (IRS) or other tax jurisdictions may review and/or challenge specific interpretive tax positions taken by the Corporation with respect to those transactions. The Corporation believes its tax returns were filed based upon applicable statutes, regulations and case law in effect at the time of the transactions. The IRS or other tax jurisdictions, an administrative authority or a court, if presented with the transactions, could disagree with the Corporation’s interpretation of the tax law.

27

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Based on current knowledge and probability assessment of various potential outcomes, the Corporation believes the current tax reserves are adequate, and the amount of any potential incremental liability arising is not expected to have a material adverse effect on the Corporation’s consolidated financial condition or results of operations. Probabilities and outcomes are reviewed as events unfold, and adjustments to the reserves are made when necessary.
NOTE 12 - CONTINGENT LIABILITIES
Legal Proceedings
As previously reported in the Corporation's Form 10-K for the year ended December 31, 2017 , Comerica Bank, a wholly owned subsidiary of the Corporation, was named in November 2011 as a third-party defendant in Butte Local Development v. Masters Group v. Comerica Bank (“the case”), for lender liability. The case was tried in January 2014, in the Montana Second District Judicial Court for Silver Bow County in Butte, Montana. On January 17, 2014, a jury awarded Masters $52 million against the Bank. On July 1, 2015, after an appeal filed by the Corporation, the Montana Supreme Court reversed the judgment against the Corporation and remanded the case for a new trial with instructions that Michigan contract law should apply and dismissing all other claims. The case was retried in the same district court, without a jury, in January 2017, and the Corporation awaits a ruling. Management believes current reserves related to this case are adequate in the event of a negative outcome.
The Corporation and certain of its subsidiaries are subject to various other pending or threatened legal proceedings arising out of the normal course of business or operations. The Corporation believes it has meritorious defenses to the claims asserted against it in its other currently outstanding legal proceedings and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management’s judgment as to what is in the best interests of the Corporation and its shareholders. Settlement may result from the Corporation's determination that it may be more prudent financially to settle, rather than litigate, and should not be regarded as an admission of liability. On at least a quarterly basis, the Corporation assesses its potential liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. On a case-by-case basis, reserves are established for those legal claims for which it is probable that a loss will be incurred either as a result of a settlement or judgment, and the amount of such loss can be reasonably estimated. The actual costs of resolving these claims may be substantially higher or lower than the amounts reserved. Based on current knowledge, and after consultation with legal counsel, management believes current reserves are adequate, and the amount of any incremental liability arising from these matters is not expected to have a material adverse effect on the Corporation’s consolidated financial condition, results of operations or cash flows. Legal fees of $3 million and $5 million were included in other noninterest expenses for the three months ended March 31, 2018 and 2017, respectively.
For matters where a loss is not probable, the Corporation has not established legal reserves. The Corporation believes the estimate of the aggregate range of reasonably possible losses, in excess of reserves established, for all legal proceedings in which it is involved is from zero to approximately $28 million at March 31, 2018. This estimated aggregate range of reasonably possible losses is based upon currently available information for those proceedings in which the Corporation is involved, taking into account the Corporation’s best estimate of such losses for those cases for which such estimate can be made. For certain cases, the Corporation does not believe an estimate can currently be made. The Corporation’s estimate involves significant judgment, given the varying stages of the proceedings (including the fact many are currently in preliminary stages), the existence in certain proceedings of multiple defendants (including the Corporation) whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the proceedings (including issues regarding class certification and the scope of many of the claims) and the attendant uncertainty of the various potential outcomes of such proceedings. Accordingly, the Corporation’s estimate will change from time to time, and actual losses may be more or less than the current estimate.
In the event of unexpected future developments, it is possible the ultimate resolution of these matters, if unfavorable, may be material to the Corporation's consolidated financial condition, results of operations or cash flows.
For information regarding income tax contingencies, refer to note 11.
NOTE 13 - RESTRUCTURING CHARGES
The Corporation launched an initiative in 2016 designed to reduce overhead and increase revenue (the "GEAR Up" initiative). The actions in the initiative include, but are not limited to, a reduction in workforce, a new retirement program, streamlining operational processes, real estate optimization including consolidating banking centers as well as reducing office and operations space, selective outsourcing of technology functions, reduction of technology system applications, enhanced sales tools and training, expanded product offerings and improved customer analytics to drive opportunities.

28

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Certain actions associated with the GEAR Up initiative result in restructuring charges. Generally, costs associated with or incurred to generate revenue as part of the initiative are recorded according to the nature of the cost and are not included in restructuring charges. The Corporation considers the following costs associated with the initiative to be restructuring charges:
Employee costs: Primarily severance costs in accordance with the Corporation’s severance plan.
Facilities costs: Costs pertaining to consolidating banking centers and other facilities, such as lease termination costs and decommissioning costs. Also includes accelerated depreciation and impairment of owned property to be sold.
Technology costs: Impairment and other costs associated with optimizing technology infrastructure and reducing the number of applications.
Other costs: Includes primarily professional fees, as well as other contract termination fees and legal fees incurred in the execution of the initiative.
Restructuring charges are recorded as a component of noninterest expenses on the Consolidated Statements of Comprehensive Income. The following table presents changes in restructuring reserves, cumulative charges incurred to date and total expected restructuring charges:
(in millions)
Employee Costs
 
Facilities Costs
 
Technology Costs
 
Other Costs
 
Total
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
8

 
$

 
$
6

 
$
1

 
$
15

Restructuring charges
5

 
1

 
10

 

 
16

Payments
(3
)
 
(1
)
 
(7
)
 
(1
)
 
(12
)
Balance at end of period
$
10

 
$

 
$
9

 
$

 
$
19

 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
10

 
$
4

 
$

 
$
4

 
$
18

Restructuring charges
1

 
1

 
6

 
3

 
11

Payments
(4
)
 
(5
)
 

 
(4
)
 
(13
)
Adjustments for non-cash charges (a)

 

 
(3
)
 

 
(3
)
Balance at end of period
$
7

 
$

 
$
3

 
$
3

 
$
13

Total restructuring charges incurred to date
$
67

 
$
18

 
$
36

 
$
33

 
$
154

Total expected restructuring charges (b)
70

 
20 - 25

 
60 - 65

 
35

 
185 - 195

(a)
Adjustments for non-cash charges primarily relate to impairments of previously capitalized software costs in Technology Costs.
(b)
Restructuring activities are expected to be substantially completed by 12/31/2018.
Restructuring charges directly attributable to a business segment are assigned to that business segment. Restructuring charges incurred by areas whose services support the overall Corporation are allocated based on the methodology described in note 22 to the consolidated financial statements in the Corporation's 2017 Annual Report. Total restructuring charges assigned to the Business Bank, Retail Bank and Wealth Management were $9 million, $5 million and $2 million, respectively, for the three months ended March 31, 2018 and $6 million, $4 million, and $1 million, respectively, for the three months ended March 31, 2017. Remaining expected restructuring charges will be assigned to the business segments using the same methodology. Facilities costs pertaining to the consolidation of banking centers primarily impacted the Retail Bank.
NOTE 14 - BUSINESS SEGMENT INFORMATION
The Corporation has strategically aligned its operations into three major business segments: the Business Bank, the Retail Bank and Wealth Management. These business segments are differentiated based on the type of customer and the related products and services provided. In addition to the three major business segments, the Finance Division is also reported as a segment. Business segment results are produced by the Corporation’s internal management accounting system. This system measures financial results based on the internal business unit structure of the Corporation. The performance of the business segments is not comparable with the Corporation's consolidated results and is not necessarily comparable with similar information for any other financial institution. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. The management accounting system assigns balance sheet and income statement items to each business segment using certain methodologies, which are regularly reviewed and refined. From time to time, the Corporation may make reclassifications among the segments to more appropriately reflect management's current view of the segments, and methodologies may be modified as the management accounting system is enhanced and changes occur in the organizational structure and/or product lines. For comparability purposes, amounts in all periods are based on business unit structure and methodologies in effect at March 31, 2018.

29

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The following discussion provides information about the activities of each business segment. A discussion of the financial results and the factors impacting performance can be found in the section entitled "Business Segments" in the financial review.
The Business Bank meets the needs of middle market businesses, multinational corporations and governmental entities by offering various products and services, including commercial loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services and loan syndication services.
The Retail Bank includes small business banking and personal financial services, consisting of consumer lending, consumer deposit gathering and mortgage loan origination. In addition to a full range of financial services provided to small business customers, this business segment offers a variety of consumer products, including deposit accounts, installment loans, credit cards, student loans, home equity lines of credit and residential mortgage loans.
Wealth Management offers products and services consisting of fiduciary services, private banking, retirement services, investment management and advisory services, investment banking and brokerage services. This business segment also offers the sale of annuity products, as well as life, disability and long-term care insurance products.
The Finance segment includes the Corporation’s securities portfolio and asset and liability management activities. This segment is responsible for managing the Corporation’s funding, liquidity and capital needs, performing interest sensitivity analysis and executing various strategies to manage the Corporation’s exposure to liquidity, interest rate risk and foreign exchange risk.
The Other category includes the income and expense impact of equity and cash, tax benefits not assigned to specific business segments, charges of an unusual or infrequent nature that are not reflective of the normal operations of the business segments and miscellaneous other expenses of a corporate nature.
For further information on the methodologies which form the basis for these results refer to note 23 to the consolidated financial statements in the Corporation's 2017 Annual Report.

30

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Business segment financial results are as follows:
(dollar amounts in millions)
Business
Bank
 
Retail
Bank
 
Wealth Management
 
Finance
 
Other
 
Total
Three Months Ended March 31, 2018
 
 
 
 
 
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
330

 
$
165

 
$
41

 
$
1

 
$
12

 
$
549

Provision for credit losses
10

 
4

 
(4
)
 

 
2

 
12

Noninterest income
121

 
42

 
68

 
11

 
2

 
244

Noninterest expenses
184

 
177

 
72

 
(1
)
 
14

 
446

Provision (benefit) for income taxes
59

 
6

 
10

 
1

 
(22
)
(a)
54

Net income
$
198

 
$
20

 
$
31

 
$
12

 
$
20

 
$
281

Net credit-related charge-offs (recoveries)
$
18

 
$
12

 
$
(2
)
 
$

 
$

 
$
28

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
38,911

 
$
6,427

 
$
5,373

 
$
13,779

 
$
5,836

 
$
70,326

Loans
37,368

 
5,807

 
5,246

 

 

 
48,421

Deposits
27,314

 
24,064

 
3,796

 
823

 
93

 
56,090

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (b)
2.07
%
 
0.33
%
 
2.30
%
 
N/M

 
N/M

 
1.62
%
Efficiency ratio (c)
40.72

 
85.03

 
67.10

 
N/M

 
N/M

 
56.33

(dollar amounts in millions)
Business
Bank
 
Retail
Bank
 
Wealth Management
 
Finance
 
Other
 
Total
Three Months Ended March 31, 2017
 
 
 
 
 
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
$
332

 
$
160

 
$
41

 
$
(71
)
 
$
8

 
$
470

Provision for credit losses
10

 
12

 
(1
)
 

 
(5
)
 
16

Noninterest income
144

 
48

 
64

 
11

 
4

 
271

Noninterest expenses
197

 
179

 
70

 
(1
)
 
12

 
457

Provision (benefit) for income taxes
92

 
6

 
13

 
(24
)
 
(21
)
(a)
66

Net income (loss)
$
177

 
$
11

 
$
23

 
$
(35
)
 
$
26

 
$
202

Net credit-related charge-offs (recoveries)
$
30

 
$
5

 
$
(2
)
 
$

 
$

 
$
33

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
38,091

 
$
6,525

 
$
5,406

 
$
13,944

 
$
7,853

 
$
71,819

Loans
36,754

 
5,895

 
5,251

 

 

 
47,900

Deposits
29,648

 
23,795

 
3,978

 
142

 
216

 
57,779

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (b)
1.89
%
 
0.18
%
 
1.71
%
 
N/M

 
N/M

 
1.14
%
Efficiency ratio (c)
41.39

 
86.01

 
67.17

 
N/M

 
N/M

 
61.71

(a)
Included tax benefits from employee stock transactions of $19 million and $24 million for the three months ended March 31, 2018 and 2017, 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 net securities gains (losses).
N/M – not meaningful
The Corporation operates in three primary markets - Texas, California, and Michigan, as well as in Arizona and Florida, with select businesses operating in several other states, and in Canada and Mexico. The Corporation produces market segment results for the Corporation’s three primary geographic markets as well as Other Markets. Other Markets includes Florida, Arizona, the International Finance division and businesses with a national perspective. The Finance & Other category includes the Finance segment and the Other category as previously described. Market segment results are provided as supplemental information to the business segment results and may not meet all operating segment criteria as set forth in GAAP. For comparability purposes, amounts in all periods are based on market segments and methodologies in effect at March 31, 2018.
A discussion of the financial results and the factors impacting performance can be found in the section entitled "Market Segments" in the financial review.

31

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Market segment financial results are as follows:
(dollar amounts in millions)
Michigan
 
California
 
Texas
 
Other
Markets
 
Finance
& Other
 
Total
Three Months Ended March 31, 2018
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income
$
169

 
$
180

 
$
109

 
$
78

 
$
13

 
$
549

Provision for credit losses
33

 
(2
)
 
(13
)
 
(8
)
 
2

 
12

Noninterest income
73

 
39

 
31

 
88

 
13

 
244

Noninterest expenses
144

 
106

 
92

 
91

 
13

 
446

Provision (benefit) for income taxes
16

 
30

 
14

 
15

 
(21
)
(a)
54

Net income
$
49

 
$
85

 
$
47

 
$
68

 
$
32

 
$
281

Net credit-related charge-offs (recoveries)
$
(1
)
 
$
13

 
$
5

 
$
11

 
$

 
$
28

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
13,395

 
$
18,581

 
$
10,373

 
$
8,362

 
$
19,615

 
$
70,326

Loans
12,604

 
18,347

 
9,830

 
7,640

 

 
48,421

Deposits
21,227

 
17,091

 
9,188

 
7,668

 
916

 
56,090

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (b)
0.88
%
 
1.86
%
 
1.85
%
 
3.32
%
 
N/M

 
1.62
%
Efficiency ratio (c)
59.61

 
48.39

 
65.63

 
54.97

 
N/M

 
56.33

(dollar amounts in millions)
Michigan
 
California
 
Texas
 
Other
Markets
 
Finance
& Other
 
Total
Three Months Ended March 31, 2017
Earnings summary:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (expense)
$
170

 
$
171

 
$
113

 
$
79

 
$
(63
)
 
$
470

Provision for credit losses
(2
)
 
21

 
(9
)
 
11

 
(5
)
 
16

Noninterest income
83

 
41

 
32

 
100

 
15

 
271

Noninterest expenses
150

 
96

 
94

 
106

 
11

 
457

Provision (benefit) for income taxes
37

 
36

 
22

 
16

 
(45
)
(a)
66

Net income (loss)
$
68

 
$
59

 
$
38

 
$
46

 
$
(9
)
 
$
202

Net credit-related charge-offs (recoveries)
$
(3
)
 
$
10

 
$
22

 
$
4

 
$

 
$
33

 
 
 
 
 
 
 
 
 
 
 
 
Selected average balances:
 
 
 
 
 
 
 
 
 
 
 
Assets
$
13,254

 
$
17,958

 
$
10,555

 
$
8,255

 
$
21,797

 
$
71,819

Loans
12,586

 
17,680

 
10,111

 
7,523

 

 
47,900

Deposits
22,150

 
17,243

 
10,113

 
7,915

 
358

 
57,779

 
 
 
 
 
 
 
 
 
 
 
 
Statistical data:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (b)
1.20
%
 
1.32
%
 
1.35
%
 
2.13
%
 
N/M

 
1.14
%
Efficiency ratio (c)
59.50

 
45.25

 
64.80

 
59.31

 
N/M

 
61.71

(a)
Included tax benefits from employee stock transactions of $19 million and $24 million for the three months ended March 31, 2018 and 2017, 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 net securities gains (losses).
N/M – not meaningful

32

Table of Contents
Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

NOTE 15 - REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from contracts with customers comprises the noninterest income earned by the Corporation in exchange for services provided to customers. The following table presents the composition of revenue from contracts with customers, segregated from other sources of noninterest income, by business segment.
 
Business
Bank
 
Retail
Bank
 
Wealth Management
 
Finance & Other
 
Total
(in millions)
Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
Revenue from contracts with customers:
 
 
 
 
 
 
 
 
 
Card fees (a)
$
47

 
$
11

 
$
1

 
$

 
$
59

Service charges on deposit accounts (a)
30

 
23

 
1

 

 
54

Fiduciary income

 

 
52

 

 
52

Commercial loan servicing fees (b)
4

 

 

 

 
4

Brokerage fees

 

 
7

 

 
7

Other noninterest income (c)
3

 
5

 
4

 

 
12

Total revenue from contracts with customers
84

 
39

 
65

 

 
188

Other sources of noninterest income
37

 
3

 
3

 
13

 
56

Total noninterest income
$
121

 
$
42

 
$
68

 
$
13

 
$
244

 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
Revenue from contracts with customers:
 
 
 
 
 
 
 
 
 
Card fees
$
64

 
$
12

 
$
1

 
$

 
$
77

Service charges on deposit accounts
32

 
25

 
1

 

 
58

Fiduciary income

 

 
49

 

 
49

Commercial loan servicing fees (b)
3

 

 

 

 
3

Brokerage fees

 

 
5

 

 
5

Other noninterest income (c)
4

 
8

 
5

 

 
17

Total revenue from contracts with customers
103

 
45

 
61

 

 
209

Other sources of noninterest income
41

 
3

 
3

 
15

 
62

Total noninterest income
$
144

 
$
48

 
$
64

 
$
15

 
$
271

(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 $34 million and service charges on deposit accounts by $1 million for the
first quarter 2018. Refer to note 1 for further information.
(b) Included in commercial lending fees on the Consolidated Statements of Comprehensive Income.
(c) Excludes derivative, warrant and other miscellaneous income.
Adjustments to revenue during the three months ended March 31, 2018 for refunds or credits relating to prior periods are not significant.
Revenue from contracts with customers did not generate significant contract assets and liabilities.

33

Table of Contents

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. In addition, the Corporation may make other written and oral communications from time to time that contain such statements. All statements regarding the Corporation's expected financial position, strategies and growth prospects and general economic conditions expected to exist in the future are forward-looking statements. The words, "anticipates," "believes," "contemplates," "feels," "expects," "estimates," "seeks," "strives," "plans," "intends," "outlook," "forecast," "position," "target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "opportunity," "initiative," "outcome," "continue," "remain," "maintain," "on track," "trend," "objective," "looks forward," "projects," "models," and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions, as they relate to the Corporation or its management, are intended to identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of the Corporation's management based on information known to the Corporation's management as of the date of this report and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of the Corporation's management for future or past operations, products or services, including the GEAR Up initiative, and forecasts of the Corporation's revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries as well as estimates of the economic benefits of the GEAR Up initiative, estimates of credit trends and global stability. Such statements reflect the view of the Corporation's management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Corporation's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences are changes in general economic, political or industry conditions; changes in monetary and fiscal policies; whether the Corporation may achieve opportunities for revenue enhancements and efficiency improvements under the GEAR Up initiative, or changes in the scope or assumptions underlying the GEAR Up initiative; operational difficulties, failure of technology infrastructure or information security incidents; reliance on other companies to provide certain key components of business infrastructure; the Corporation's ability to maintain adequate sources of funding and liquidity; the effects of more stringent capital or liquidity requirements; declines or other changes in the businesses or industries of the Corporation's customers; unfavorable developments concerning credit quality; changes in regulation or oversight; changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing; transitions away from LIBOR towards new interest rate benchmarks; reductions in the Corporation's credit rating; damage to the Corporation's reputation; the Corporation's ability to utilize technology to efficiently and effectively develop, market and deliver new products and services; competitive product and pricing pressures among financial institutions within the Corporation's markets; the interdependence of financial service companies; the implementation of the Corporation's strategies and business initiatives; changes in customer behavior; management's ability to maintain and expand customer relationships; the effectiveness of methods of reducing risk exposures; the effects of catastrophic events including, but not limited to, hurricanes, tornadoes, earthquakes, fires, droughts and floods; the effects of recent tax reform and potential legislative, administrative or judicial changes or interpretations related to these and other tax regulations; any future strategic acquisitions or divestitures; management's ability to retain key officers and employees; the impact of legal and regulatory proceedings or determinations; the effects of terrorist activities and other hostilities; changes in accounting standards; the critical nature of the Corporation's accounting policies and the volatility of the Corporation’s stock price. The Corporation cautions that the foregoing list of factors is not all-inclusive. For discussion of factors that may cause actual results to differ from expectations, please refer to our filings with the Securities and Exchange Commission. In particular, please refer to “Item 1A. Risk Factors” beginning on page 11 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017. Forward-looking statements speak only as of the date they are made. The Corporation does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this report or in any documents, the Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

34

Table of Contents

RESULTS OF OPERATIONS
Net income for the three months ended March 31, 2018 was $281 million, an increase of $79 million from $202 million reported for the three months ended March 31, 2017. Net income per diluted common share was $1.59 for the first quarter 2018 compared to $1.11 for the first quarter 2017. Prudent management of loan and deposit pricing as rates increased, successful execution of GEAR Up initiatives and a decrease in the federal statutory tax rate resulting from the Tax Cuts and Jobs Act in the first quarter of 2018 contributed to the increase in net income. Net income for the three months ended March 31, 2018 included the impact of tax benefits from employee stock transactions of $19 million (11 cents per share), the after-tax impact of restructuring charges of $12 million (7 cents per share) and a deferred tax benefit of $3 million (1 cent per share). Net income for the three months ended March 31, 2017 included the impact of tax benefits from employee stock transactions of $24 million (13 cents per share) and the after-tax impact of restructuring charges of $7 million (4 cents per share).
Growth in Efficiency and Revenue Initiative
Since the GEAR Up initiative was launched in 2016, the Corporation has consolidated 38 banking centers, implemented a new retirement program resulting in a significant reduction in retirement plan expense and reduced the number of full-time equivalent employees by over 800, among other initiatives. The impact of increases in short-term rates and the execution of certain GEAR Up initiatives helped lower the efficiency ratio to 56.3 percent and increase return on equity to 14.4 percent for the first quarter 2018. The Corporation anticipates cumulative benefits to pre-tax income from GEAR Up initiatives of approximately $270 million and $305 million for full-year 2018 and 2019, respectively, from when the initiative was announced. For further details on anticipated additional benefits, refer to page F-5 of the Corporation's 2017 Annual Report.
Total pre-tax restructuring charges for 2018 are expected to range from $47 million to $57 million with no restructuring charges anticipated beyond 2018. Cumulative restructuring charges from inception of GEAR Up through 2018 are expected to range from $185 million to $195 million. For additional information regarding restructuring charges, refer to note 13 to the consolidated financial statements.
Full-Year 2018 Outlook Compared to Full-Year 2017
For full-year 2018 compared to full-year 2017, management expects the following, assuming a continuation of the current economic and rate environment as well as approximately $270 million of benefits from the GEAR Up initiative:
Growth in average loans in line with real Gross Domestic Product (GDP), reflecting increases in most lines of business, led by general Middle Market, Technology and Life Sciences, National Dealer Services and Mortgage Banker Finance, while remaining stable in Energy and Corporate Banking.
Net interest income higher, reflecting rate increases and loan growth.
Full-year benefits from the 2017 and first quarter rate increases of $205 million to $215 million.
Elevated interest recoveries of $28 million in 2017 not expected to repeat in 2018.
Provision for credit losses of 15 to 25 basis points of average loans and net charge-offs to remain low, with continued solid performance of the overall portfolio.
Noninterest income higher by 4 percent (compared to full-year 2017 excluding the impact of accounting changes of $120 million and deferred compensation of $8 million) benefiting from the continued execution of GEAR Up opportunities helping to drive growth in treasury management income, card fees, brokerage fees and fiduciary income.
Noninterest expenses higher by 1 percent (compared to full-year 2017 excluding the impact of accounting changes of $120 million and restructuring of $45 million) reflecting an additional $50 million benefit from the GEAR Up initiative.
Restructuring charges of $47 million to $57 million.
Continued higher technology expenditures and typical inflationary pressures.
Efficiency ratio to continue to improve.
Income tax expense to be approximately 23 percent of pre-tax income, excluding any further tax impact from employee stock transactions.

35

Table of Contents

Net Interest Income
The "Quarterly Analysis of Net Interest Income & Rate/Volume" table that follows provides an analysis of net interest income for the three months ended March 31, 2018 and 2017 and details the components of the change in net interest income for the three months ended March 31, 2018 compared to the same period in the prior year.
Quarterly Analysis of Net Interest Income & Rate/Volume
 
Three Months Ended
 
March 31, 2018
 
March 31, 2017
(dollar amounts in millions)
Average
Balance
Interest
Average
Rate
 
Average
Balance
Interest
Average
Rate
Commercial loans
$
30,145

$
315

4.24
%
 
$
29,694

$
256

3.50
%
Real estate construction loans
3,067

36

4.74

 
2,958

28

3.82

Commercial mortgage loans
9,217

98

4.32

 
8,977

83

3.73

Lease financing
464

5

4.22

 
570

5

3.29

International loans
996

11

4.60

 
1,210

11

3.77

Residential mortgage loans
2,011

18

3.67

 
1,963

17

3.57

Consumer loans
2,521

26

4.13

 
2,528

21

3.42

Total loans
48,421

509

4.26

 
47,900

421

3.56

 
 
 
 
 
 
 
 
Mortgage-backed securities
9,168

52

2.21

 
9,306

50

2.14

Other investment securities
2,743

12

1.72

 
2,892

11

1.59

Total investment securities
11,911

64

2.09

 
12,198

61

2.01

 
 
 
 
 
 
 
 
Interest-bearing deposits with banks
4,548

17

1.55

 
6,458

14

0.83

Other short-term investments
132


0.60

 
92


0.67

Total earning assets
65,012

590

3.66

 
66,648

496

3.01

 
 
 
 
 
 
 
 
Cash and due from banks
1,261

 
 
 
1,180

 
 
Allowance for loan losses
(718
)
 
 
 
(741
)
 
 
Accrued income and other assets
4,771

 
 
 
4,732

 
 
Total assets
$
70,326

 
 
 
$
71,819

 
 
 
 
 
 
 
 
 
 
Money market and interest-bearing checking deposits
$
21,891

14

0.26

 
$
22,477

7

0.12

Savings deposits
2,177


0.03

 
2,085


0.02

Customer certificates of deposit
2,122

2

0.34

 
2,715

2

0.38

Foreign office time deposits
31


1.14

 
43


0.49

Total interest-bearing deposits
26,221

16

0.25

 
27,320

9

0.14

 
 
 
 
 
 
 
 
Short-term borrowings
35


1.47

 
22


0.73

Medium- and long-term debt
5,192

25

1.96

 
5,157

17

1.30

Total interest-bearing sources
31,448

41

0.53

 
32,499

26

0.33

 
 
 
 
 
 
 
 
Noninterest-bearing deposits
29,869

 
 
 
30,459

 
 
Accrued expenses and other liabilities
1,082

 
 
 
996

 
 
Total shareholders’ equity
7,927

 
 
 
7,865

 
 
Total liabilities and shareholders’ equity
$
70,326

 
 
 
$
71,819

 
 
 
 
 
 
 
 
 
 
Net interest income/rate spread
 
$
549

3.13

 
 
$
470

2.68

 
 
 
 
 
 
 
 
Impact of net noninterest-bearing sources of funds
 
 
0.28

 
 
 
0.17

Net interest margin (as a percentage of average earning assets)
 
 
3.41
%
 
 
 
2.85
%


36

Table of Contents

Quarterly Analysis of Net Interest Income & Rate/Volume (continued)
 
Three Months Ended
 
March 31, 2018/March 31, 2017
(in millions)
Increase
Due to Rate
Increase
(Decrease)
Due to 
Volume (a)
Net
Increase
Interest Income:
 
 
 
 
 
 
Loans
$
83

 
$
5

 
$
88

 
Investment securities (b)
3

 

 
3

 
Interest-bearing deposits with banks
11

 
(8
)
 
3

 
         Total interest income
97

 
(3
)
 
94

 
Interest Expense:
 
 
 
 
 
 
Interest-bearing deposits
7

 

 
7

 
Medium- and long-term debt
10

 
(2
)
 
8

 
Total interest expense
17

 
(2
)
 
15

 
         Net interest income
$
80

 
$
(1
)
 
$
79

 
(a)
Rate/volume variances are allocated to variances due to volume.
(b)
Includes investment securities available-for-sale and investment securities held-to-maturity.
Net interest income was $549 million for the three months ended March 31, 2018, an increase of $79 million compared to $470 million for the three months ended March 31, 2017. The increase in net interest income primarily reflected the net benefit from higher rates. The impact of a $1.9 billion decrease in interest-bearing deposits with banks, primarily Federal Reserve Bank (FRB) deposits, was largely offset by a $521 million increase in average loans. The net interest margin for the three months ended March 31, 2018 increased 56 basis points to 3.41 percent, from 2.85 percent for the comparable period in 2017, reflecting the net benefit from higher rates and the decrease in lower-yielding average balances deposited with the FRB.
For further discussion of the effects of market rates on net interest income, refer to the "Market and Liquidity Risk" section of this financial review.
Provision for Credit Losses
The provision for credit losses was $12 million and $16 million for the three-month period ended March 31, 2018 and 2017, respectively. The provision for credit losses includes both the provision for loan losses and the provision for credit losses on lending-related commitments. The provision for loan losses is recorded to maintain the allowance for loan losses at the level deemed appropriate by the Corporation to cover probable credit losses inherent in the portfolio.
The provision for loan losses was $14 million for the three months ended March 31, 2018, compared to $11 million for the three months ended March 31, 2017. The $3 million increase in the provision primarily reflected higher loan balances as of March 31, 2018 compared to March 31, 2017, mostly offset by improved credit quality. Gross charge-offs decreased $7 million to $37 million, and recoveries decreased $2 million to $9 million, resulting in net loan charge-offs of $28 million, or 0.23 percent of average total loans, for the three months ended March 31, 2018 compared to $33 million, or 0.28 percent, for the three months ended March 31, 2017. The decrease in net charge-offs was driven by decreases in Energy and Technology and Life Sciences, partially offset by an increase in general Middle Market.
The provision for credit losses on lending-related commitments is recorded to maintain the allowance for credit losses on lending-related commitments at the level deemed appropriate by the Corporation to cover probable credit losses inherent in lending-related commitments. The provision for credit losses on lending-related commitments was a benefit of $2 million and a provision of $5 million for the three months ended March 31, 2018 and 2017, respectively. The $7 million decrease in the provision for credit losses on lending-related commitments in the three months ended March 31, 2018 compared to the same period in 2017 reflected decreases in commercial commitments, primarily due to Energy. There were no lending-related commitment charge-offs for three months ended March 31, 2018 and 2017.
An analysis of the allowance for credit losses and nonperforming assets is presented under the "Credit Risk" subheading in the "Risk Management" section of this financial review.

37

Table of Contents

Presentation Changes from Adoption of Topic 606
Noninterest income and noninterest expense for the first quarter 2018 reflect certain presentation changes ("proforma effect") resulting from the adoption of Topic 606, "Revenue from Contracts with Customers." Refer to note 1 for further details. These changes impacted card fees and service charges on deposit accounts, included in noninterest income, fully offset by the impact to outside processing fee expense within noninterest expense.
Noninterest Income
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Card fees (a)
$
59

 
$
77

Service charges on deposit accounts (a)
54

 
58

Fiduciary income
52

 
49

Commercial lending fees
18

 
20

Letter of credit fees
10

 
12

Bank-owned life insurance
9

 
10

Foreign exchange income
12

 
11

Brokerage fees
7

 
5

Other noninterest income (b)
23

 
29

Total noninterest income
$
244

 
$
271

(a)
Adoption of new accounting standard for revenue recognition, effective January 1, 2018, 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 $34 million and service charges on deposit accounts by $1 million in the first quarter 2018.
(b)
The table below provides further details on certain categories included in other noninterest income.
Noninterest income decreased $27 million to $244 million for the three months ended March 31, 2018, compared to $271 million for the same period in 2017. Excluding the $26 million proforma effect of the new revenue recognition accounting standard to the three months ended March 31, 2017, noninterest income decreased $1 million, primarily due to a $3 million decrease in service charges on deposit accounts and smaller decreases in various other categories, partially offset by increases of $7 million in card fees and $3 million in fiduciary income.
The following table illustrates certain categories included in other noninterest income on the Consolidated Statements of Comprehensive Income.
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Customer derivative income
$
4

 
$
6

Investment banking fees
3

 
4

Deferred compensation asset returns (a)
1

 
3

All other noninterest income
15

 
16

Other noninterest income
$
23

 
$
29

(a)
Compensation deferred by the Corporation's officers and directors is invested based on investment selections of the officers and directors. Income earned on these assets is reported in noninterest income and the resulting change in deferred compensation plan liabilities is reported in salaries and benefits expense. Changes in income earned on deferred compensation assets are substantially offset by changes in deferred compensation plan expense.

38

Table of Contents

Noninterest Expenses
 
Three Months Ended March 31,
(in millions)
2018
 
2017
Salaries and benefits expense
$
255

 
$
245

Outside processing fee expense (a)
61

 
87

Net occupancy expense
38

 
38

Equipment expense
11

 
11

Restructuring charges
16

 
11

Software expense
31

 
29

FDIC insurance expense
13

 
13

Advertising expense
6

 
4

Litigation-related expense

 
(2
)
Other noninterest expenses
15

 
21

Total noninterest expenses
$
446

 
$
457

(a)
Adoption of new accounting standard for revenue recognition, effective January 1, 2018, 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 outside processing fee expense by $35 million in the first quarter 2018.
Noninterest expenses decreased $11 million to $446 million for the three months ended March 31, 2018, compared to $457 million for the same period in 2017. Excluding the $26 million proforma effect of the new revenue recognition accounting standard to the three months ended March 31, 2017, noninterest expenses increased $15 million, reflecting increases of $10 million in salaries and benefits expense, $5 million in restructuring charges and smaller increases in several other categories, partially offset by a $5 million business tax refund included in other noninterest expenses. The increase in salaries and benefits expense was primarily driven by a $6 million increase in stock compensation.
For further information about restructuring charges associated with the GEAR Up initiative, see note 13 to the consolidated financial statements.
Provision for Income Taxes
The provision for income taxes decreased $12 million to $54 million for the three months ended March 31, 2018, compared to $66 million for the same period in 2017. The decrease was primarily due to the decrease in the statutory tax rate in the first quarter of 2018 resulting from the Tax Cuts and Jobs Act, partially offset by an increase in pretax income and a $5 million decrease in tax benefits from employee stock transactions.
STRATEGIC LINES OF BUSINESS
The Corporation has strategically aligned its operations into three major business segments: the Business Bank, the Retail Bank and Wealth Management. These business segments are differentiated based on the type of customer and the related products and services provided. In addition to the three major business segments, the Finance division is also reported as a segment. The Other category includes items not directly associated with these business segments or the Finance segment. The performance of the business segments is not comparable with the Corporation's consolidated results and is not necessarily comparable with similar information for any other financial institution. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Market segment results are also provided for the Corporation's three primary geographic markets: Michigan, California and Texas. In addition to the three primary geographic markets, Other Markets is also reported as a market segment. Note 14 to the consolidated financial statements describes the business activities of each business segment and presents financial results of these business and market segments for the three-month period ended March 31, 2018 and 2017.
The Corporation's management accounting system assigns balance sheet and income statement items to each segment using certain methodologies, which are regularly reviewed and refined. These methodologies may be modified as the management accounting system is enhanced and changes occur in the organizational structure and/or product lines. Note 23 to the consolidated financial statements in the Corporation's 2017 Annual Report describes the Corporation's segment reporting methodology.
Net interest income for each segment reflects the interest income generated by earning assets less interest expense on interest-bearing liabilities plus the net impact from associated internal funds transfer pricing (FTP). The FTP methodology allocates each business segment credits for deposits and other funds provided and charges each business segment for loans and other assets being funded. FTP crediting rates for deposits and other funds provided reflect the long-term value of deposits and other funding sources, based on their implied maturities. FTP charge rates for funding loans and other assets reflect a matched cost of funds based on the pricing and duration characteristics of the assets. Therefore, net interest income for each segment primarily reflects the volume and associated FTP impacts of loan and deposit levels. FTP crediting rates on deposits were generally higher in the three months ended March 31, 2018 than in the same period in the prior year, and, as a result, net interest income for deposit-

39

Table of Contents

providing business segments has been positively impacted during the current year. As overall market rates increased, FTP charges for funding loans increased for asset-generating business segments in the three months ended March 31, 2018, compared to the same period in the prior year.
The following sections present a summary of the performance of each of the Corporation's business and market segments for the three months ended March 31, 2018 compared to the same period in the prior year. The proforma effect of the new revenue recognition standard to the three months ended March 31, 2017, reducing both noninterest income and noninterest expenses by $26 million, primarily impacted the Business Bank and Other Markets segments.
Business Segments
The following table presents net income (loss) by business segment.
 
Three Months Ended March 31,
(dollar amounts in millions)
2018
 
2017
Business Bank
$
198

 
80
%
 
$
177

 
84
%
Retail Bank
20

 
8

 
11

 
5

Wealth Management
31

 
12

 
23

 
11

 
249

 
100
%
 
211

 
100
%
Finance
12

 
 
 
(35
)
 
 
Other (a)
20

 
 
 
26

 
 
Total
$
281

 
 
 
$
202

 
 
(a)
Included tax benefits from employee stock transactions of $19 million and $24 million for the three months ended March 31, 2018 and 2017, respectively, and items not directly associated with the three major business segments or the Finance Division.
The Business Bank's net income increased $21 million to $198 million. Average loans increased $614 million and average deposits decreased $2.3 billion. Net interest income decreased $2 million to $330 million. An increase in loan income of $75 million was more than offset by a $4 million increase in deposit costs and allocation of a net FTP charge of $74 million. The FTP allocation reflected an increase in funding charges as well as increases in crediting rates on deposits as a result of higher short-term rates.  The decline in deposit balances resulted in a decrease in FTP deposit credits. The provision for credit losses was unchanged at $10 million, reflecting an increase in general Middle Market, offset by a decrease in Technology and Life Sciences. Net credit-related charge-offs decreased $12 million to $18 million, primarily reflecting decreases in Energy and Technology and Life Sciences, partially offset by an increase in general Middle Market. Excluding the $23 million proforma effect to the prior year of adopting the new revenue recognition accounting standard, noninterest income was unchanged, and noninterest expenses increased $10 million. Noninterest income was primarily impacted by a $6 million increase in card fees, offset by decreases of $2 million each in customer derivative income, letter of credit fees and commercial lending fees. The increase in noninterest expenses primarily reflected a $3 million increase in restructuring charges, the impact of a $2 million favorable litigation-related settlement recognized in the first quarter 2017 and smaller increases in several other categories of noninterest expenses, partially offset by a $3 million decrease in FDIC insurance expense.
The Retail Bank's net income increased $9 million to $20 million. Average deposits increased $269 million. Net interest income increased $5 million to $165 million. An increase in loan income of $9 million was partially offset by the allocation of a net FTP charge of $2 million. The FTP allocation reflected an increase in funding charges as well as increases in crediting rates on deposits as a result of higher short-term rates. Higher deposit balances resulted in an increase in FTP deposit credits. The provision for credit losses decreased $8 million, primarily reflecting a decrease in Small Business. Net credit-related charge-offs increased $7 million to $12 million, primarily due to an increase in Small Business. Noninterest income decreased $6 million to $42 million, primarily due to a $2 million decrease in service charges on deposit accounts, partially due to the adoption of the new revenue recognition standard, and smaller decreases in several other noninterest income categories. Noninterest expenses decreased $2 million to $177 million, primarily reflecting a $5 million decrease in outside processing fee expense, partially due to the adoption of the new revenue recognition standard, and smaller decreases in other categories, partially offset by a $2 million increase in salaries and benefits expense.
Wealth Management's net income increased $8 million to $31 million. Net interest income was unchanged at $41 million. The provision for credit losses decreased $3 million to a benefit of $4 million. Net credit-related recoveries were unchanged at $2 million. Noninterest income increased $4 million to $68 million, primarily reflecting a $3 million increase in fiduciary income. Noninterest expenses increased $2 million to $72 million, primarily reflecting a $2 million increase in salaries and benefits expense.
Net income in the Finance segment was $12 million compared to a net loss of $35 million. Net interest income increased $72 million to $1 million, primarily reflecting a decrease in net FTP expense as a result of higher rates charged to the business segments under the Corporation's internal FTP methodology.

40

Table of Contents

Market Segments
The following table presents net income (loss) by market segment.
 
Three Months Ended March 31,
(dollar amounts in millions)
2018
 
2017
Michigan
$
49

 
19
%
 
$
68

 
32
%
California
85

 
34

 
59

 
28

Texas
47

 
19

 
38

 
18

Other Markets
68

 
28

 
46

 
22

 
249

 
100
%
 
211

 
100
%
Finance & Other (a)
32

 
 
 
(9
)
 
 
Total
$
281

 
 
 
$
202

 
 
(a)
Included tax benefits from employee stock transactions of $19 million and $24 million for the three months ended March 31, 2018 and 2017, respectively, and items not directly associated with the three major business segments or the Finance Division.
The Michigan market's net income decreased $19 million to $49 million. Average deposits decreased $923 million. Net interest income decreased $1 million to $169 million. An increase in loan income of $21 million was more than offset by the allocation of a net FTP charge of $22 million. The FTP allocation reflected an increase in funding charges as well as increases in crediting rates on deposits as a result of higher short-term rates. The decline in deposit balances resulted in a decrease in FTP deposit credits. The provision for credit losses increased $35 million to $33 million from a benefit of $2 million, primarily reflecting increases in general Middle Market, National Dealer Services and Small Business. Net credit-related recoveries decreased $2 million to net recoveries of $1 million. Noninterest income decreased $10 million to $73 million, primarily reflecting decreases of $4 million in service charges on deposit accounts and $3 million in fiduciary income. Noninterest expenses decreased $6 million to $144 million, primarily due to small decreases in several categories of noninterest expenses.
The California market's net income increased $26 million to $85 million. Average loans increased $667 million and average deposits decreased $152 million. Net interest income increased $9 million to $180 million. An increase in loan income of $40 million was partially offset by a $3 million increase in deposit costs and allocation of a net FTP charge of $28 million. The FTP allocation reflected an increase in funding charges as well as increases in crediting rates on deposits as a result of higher short-term rates. The decline in deposit balances resulted in a decrease in FTP deposit credits. The provision for credit losses decreased $23 million to a benefit of $2 million from a $21 million provision, primarily due to decreases in Technology and Life Sciences and Corporate Banking. Net credit-related charge-offs increased $3 million to $13 million, primarily reflecting an increase in general Middle Market. Noninterest income decreased $2 million to $39 million. Noninterest expenses increased $10 million to $106 million, reflecting a $2 million favorable litigation-related settlement in the first quarter 2017 and smaller increases in several other categories of noninterest expenses.
The Texas market's net income increased $9 million to $47 million. Average loans decreased $281 million and average deposits decreased $925 million. Net interest income decreased $4 million to $109 million. An increase in loan income of $15 million was more than offset by the allocation of a net FTP charge of $19 million. The FTP allocation reflected an increase in funding charges as well as increases in crediting rates on deposits as a result of higher short-term rates. The decline in deposit balances resulted in a decrease in FTP deposit credits. The provision for credit losses decreased $4 million to a benefit of $13 million, reflecting improvement in credit quality in most areas. Net credit-related charge-offs decreased $17 million to $5 million, with the largest decrease in Energy. Noninterest income decreased $1 million to $31 million. Noninterest expenses decreased $2 million to $92 million.
Other Markets' net income increased $22 million to $68 million. Average loans increased $117 million and average deposits decreased $247 million. Net interest income decreased $1 million to $78 million. An increase in loan income of $13 million was more than offset by a $1 million increase in deposit costs and allocation of a net FTP charge of $13 million. The FTP allocation reflected an increase in funding charges as well as increases in crediting rates on deposits as a result of higher short-term rates. The decline in deposit balances resulted in a decrease in FTP deposit credits. The provision for credit losses decreased $19 million to an $8 million benefit from an $11 million provision, reflecting decreases in Corporate Banking, Small Business and Environmental Services. Net credit-related charge-offs increased $7 million to $11 million, primarily reflecting an increase in Small Business. Excluding the $20 million proforma effect to the prior year of adopting the new revenue recognition accounting standard, noninterest income increased $8 million and noninterest expense increased $5 million. Noninterest income was primarily impacted by increases of $5 million each in card fees and fiduciary income. The increase in noninterest expense primarily reflected a $3 million increase in salaries and benefits expense and smaller increases in several other categories of noninterest expenses, partially offset by a $3 million decrease in outside processing fee expense.
Net income in the Finance & Other category of $32 million increased $41 million compared to a net loss of $9 million, primarily reflecting a decrease in net FTP expense as a result of higher rates charged to the market segments under the Corporation's internal FTP methodology, partially offset by a $5 million decrease in tax benefits from employee stock transactions.

41

Table of Contents

The following table lists the Corporation's banking centers by geographic market segment.
 
March 31,
 
2018
 
2017
Michigan
194

 
209

Texas
122

 
127

California
97

 
97

Other Markets:
 
 
 
Arizona
17

 
17

Florida
7

 
7

Canada
1

 
1

Total
438

 
458

FINANCIAL CONDITION
Total assets increased $768 million to $72.3 billion at March 31, 2018 compared to $71.6 billion at December 31, 2017, driven by an increase of $1.3 billion in interest-bearing deposits with banks, partially offset by decreases of $265 million in cash and due from banks and $233 million in investment securities. On an average basis, total assets decreased $1.1 billion to $70.3 billion in the first quarter 2018, compared to $71.4 billion in the fourth quarter 2017, resulting primarily from decreases of $512 million in average total loans and $439 million in average interest-bearing deposits with banks.
The following tables provide information about the change in the Corporation's average loan portfolio in the first quarter 2018, compared to the fourth quarter 2017 by loan type and geographic market.
 
Three Months Ended
 
 
 
Percent
Change
(dollar amounts in millions)
March 31, 2018
 
December 31, 2017
 
Change
 
Average Loans:
 
 
 
 
 
 
 
Commercial loans
$
30,145

 
$
30,719

 
$
(574
)
 
(2
)%
Real estate construction loans
3,067

 
3,031

 
36

 
1

Commercial mortgage loans
9,217

 
9,054

 
163

 
2

Lease financing
464

 
470

 
(6
)
 
(1
)
International loans
996

 
1,122

 
(126
)
 
(11
)
Residential mortgage loans
2,011

 
2,014

 
(3
)
 

Consumer loans
2,521

 
2,523

 
(2
)
 

Total loans
$
48,421

 
$
48,933

 
$
(512
)
 
(1
)%
Average Loans By Geographic Market:
 
 
 
 
 
 
 
Michigan
$
12,604

 
$
12,798

 
$
(194
)
 
(2
)%
California
18,347

 
18,236

 
111

 
1

Texas
9,830

 
9,795

 
35

 

Other Markets
7,640

 
8,104

 
(464
)
 
(6
)
Total loans
$
48,421

 
$
48,933

 
$
(512
)
 
(1
)%
The decrease in average commercial loans was largely attributed to Mortgage Banker Finance reflecting slower home sales in the first quarter 2018 due to seasonality and, to a lesser extent, a decrease in refinancing activity due to higher rates.
Total liabilities increased $731 million to $64.3 billion at March 31, 2018, compared to $63.6 billion at December 31, 2017, primarily reflecting an increase of $972 million in medium- and long-term debt, partially offset by a decrease of $268 million in total deposits. The increase in medium - and long-term debt was due to an increase in FHLB advances. The decrease in total deposits primarily reflected a seasonal decrease of $1.1 billion in noninterest-bearing deposits, partially offset by an increase of $842 million interest-bearing deposits. On an average basis, total liabilities decreased $1 billion in the first quarter 2018, compared to the fourth quarter 2017, primarily due to a decrease of $1.6 billion in total deposits, partially offset by an increase of $561 million in medium- and long-term debt. The decrease in average total deposits primarily reflected seasonal decreases in general Middle Market, Corporate Banking and Commercial Real Estate.
Capital
Total shareholders' equity increased $37 million to $8 billion at March 31, 2018, compared to December 31, 2017. The following table presents a summary of changes in total shareholders' equity in the three months ended March 31, 2018.

42

Table of Contents

(in millions)
  
 
 
Balance at January 1, 2018
 
 
$
7,963

Cumulative effect of change in accounting principles
 
 
15

Net income
 
 
281

Cash dividends declared on common stock
 
 
(52
)
Purchase of common stock
 
 
(159
)
Other comprehensive loss:
 
 
 
Investment securities
$
(109
)
 
 
Defined benefit and other postretirement plans
6

 
 
Total other comprehensive loss
 
 
(103
)
Issuance of common stock under employee stock plans
 
 
31

Share-based compensation
 
 
24

Balance at March 31, 2018
 
 
$
8,000

The Corporation periodically conducts stress tests to evaluate potential impacts to the Corporation's forecasted financial condition under various economic scenarios and business conditions. These stress tests are a normal part of the Corporation's overall risk management and capital planning process and are part of the forecasting process used by the Corporation to conduct the enterprise-wide stress test that was part of the FRB's Comprehensive Capital Analysis and Review (CCAR). For additional information about risk management processes, refer to the "Risk Management" sections of this financial review and the Corporation's 2017 Annual Report.
The FRB completed its 2017 CCAR review in June 2017 and did not object to the Corporation's 2017 capital plan and capital distributions contemplated in the plan for the period ending June 30, 2018. The plan includes equity repurchases of up to $605 million for the four quarters commencing in the third quarter 2017 and ending in the second quarter 2018. In the first quarter 2018, the Corporation's repurchases under the equity repurchase program totaled $149 million. The Corporation expects to repurchase the remaining $169 million available under the plan during the second quarter of 2018. The 2018 capital plan was submitted to the FRB for review in April 2018 and a response is expected in June 2018.
In April 2018, the FRB issued a notice of proposed rulemaking (“NPR”) that would integrate the FRB’s regulatory capital rule and CCAR stress tests rules. Under the proposal, the FRB's supervisory stress test would be used to establish the size of a stress capital buffer (“SCB”) requirement. The SCB would take the place of the current static 2.5% Capital Conservation Buffer. The SCB would be equivalent to the difference between the Corporation’s starting and lowest projected CET1 ratio under the severely adverse scenario of the supervisory stress test plus the capital impact of the Corporation’s planned common stock dividends for four quarters and with a floor of 2.5%. The NPR also includes some adjustments to the assumptions and methodologies used in the stress tests. The impact of this rule will depend on the final rulemaking and interpretations.
Additionally, in November 2017, U.S. banking regulators issued a final rule that suspended the full transition for certain deductions and adjustments effective January 1, 2018 to remain at current levels and issued a NPR intended to simplify certain aspects of the Basel III regulatory capital framework. The Corporation does not expect the proposed rule to have a significant impact on its capital ratios.
On April 24, 2018 the Board of Directors of the Corporation (the Board) approved a 4-cent increase in the quarterly dividend to $0.34 per share, payable on July 1, 2018.
The following table summarizes the Corporation's repurchase activity during the three months ended March 31, 2018.
(shares in thousands)
Total Number of Shares and Warrants Purchased as 
Part of Publicly Announced Repurchase Plans or Programs (a)
 
Remaining
Repurchase
Authorization (b)
Total Number
of Shares and Warrants
Purchased (c)
 
Average Price
Paid Per 
Share
January 2018
529

 
9,858

 
631

 
$
92.58

February 2018
769

 
9,033

 
771

 
95.82

March 2018
267

 
8,714

 
272

 
99.25

Total first quarter 2018
1,565

 
8,714

 
1,674

 
$
95.16

(a)
The Corporation made no repurchases of warrants under the repurchase program during the three months ended March 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 three months ended March 31, 2018, Comerica withheld the equivalent of approximately 32,000 shares to cover an aggregate $1 million in exercise price and issued approximately 75,000 shares to the exercising warrant holders. Shares withheld in connection with the net exercise provision are not included in the total number of shares or warrants purchased in the above table.
(b)
Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs.
(c)
Includes approximately 108,000 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, 2018. These transactions are not considered part of the Corporation's repurchase program.

43

Table of Contents

A total of 55.2 million shares and 14.1 million warrants (12.1 million share-equivalents) have been authorized for repurchase under the equity repurchase program since its inception in 2010. There is no expiration date for the Corporation's equity repurchase program.
The following table presents the minimum ratios required to be considered "adequately capitalized".
Common equity tier 1 capital to risk-weighted assets
 
4.500
%
Tier 1 capital to risk-weighted assets
 
6.000

Total capital to risk-weighted assets
 
8.000

Capital conservation buffer (a)
 
1.875

Tier 1 capital to adjusted average assets (leverage ratio)
 
4.000

(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 March 31, 2018.
The Corporation's capital ratios exceeded minimum regulatory requirements as follows:
 
March 31, 2018
 
December 31, 2017
(dollar amounts in millions)
Capital/Assets
 
Ratio
 
Capital/Assets
 
Ratio
Common equity tier 1 and tier 1 risk based (a)
$
7,912

 
11.96
%
 
$
7,773

 
11.68
%
Total risk-based (a)
9,325

 
14.10

 
9,211

 
13.84

Leverage (a)
7,912

 
11.23

 
7,773

 
10.89

Common equity
8,000

 
11.06

 
7,963

 
11.13

Tangible common equity (b)
7,358

 
10.26

 
7,320

 
10.32

Risk-weighted assets (a)
66,157

 
 
 
66,575

 
 
(a)
March 31, 2018 capital, risk-weighted assets and ratios are estimated.
(b)
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
RISK MANAGEMENT
The following updated information should be read in conjunction with the "Risk Management" section on pages F-20 through F-33 in the Corporation's 2017 Annual Report.
Credit Risk
Allowance for Credit Losses
The allowance for credit losses includes both the allowance for loan losses and the allowance for credit losses on lending-related commitments. The allowance for loan losses represents management's assessment of probable, estimable losses inherent in the Corporation's loan portfolio. The allowance for credit losses on lending-related commitments, included in accrued expenses and other liabilities on the Consolidated Balance Sheets, provides for probable losses inherent in lending-related commitments, including unused commitments to extend credit and standby letters of credit.
The allowance for loan losses was $698 million at March 31, 2018, compared to $712 million at December 31, 2017, a decrease of $14 million, or 2 percent. As a percentage of total loans, the allowance for loan losses was 1.42 percent at March 31, 2018, compared to 1.45 percent at December 31, 2017. The decrease in the allowance for loan losses reflected improvements in credit quality of the portfolio.
The allowance for credit losses on lending-related commitments includes specific allowances, based on individual evaluations of certain letters of credit in a manner consistent with business loans, and allowances based on the pool of the remaining letters of credit and all unused commitments to extend credit within each internal risk rating. The allowance for credit losses on lending-related commitments was $40 million and $42 million at March 31, 2018 and December 31, 2017, respectively.
For additional information regarding the allowance for credit losses, refer to page F-34 in the "Critical Accounting Policies" section and pages F-50 and F-52 in note 1 to the consolidated financial statements of the Corporation's 2017 Annual Report.
Nonperforming Assets
Nonperforming assets include loans on nonaccrual status, troubled debt restructured loans (TDRs) which have been renegotiated to less than the original contractual rates (reduced-rate loans) and foreclosed property. TDRs include performing and nonperforming loans. Nonperforming TDRs are either on nonaccrual or reduced-rate status.

44

Table of Contents

The following table presents a summary of nonperforming assets and past due loans.
(dollar amounts in millions)
March 31, 2018
 
December 31, 2017
Nonaccrual loans:
 
 
 
Business loans:
 
 
 
Commercial
$
242

 
$
309

Commercial mortgage
29

 
31

Lease financing
3

 
4

International
4

 
6

Total nonaccrual business loans
278

 
350

Retail loans:
 
 
 
Residential mortgage
29

 
31

Consumer:
 
 
 
Home equity
19

 
21

Total nonaccrual retail loans
48

 
52

Total nonaccrual loans
326

 
402

Reduced-rate loans
8

 
8

Total nonperforming loans
334

 
410

Foreclosed property
5

 
5

Total nonperforming assets
$
339

 
$
415

Nonperforming loans as a percentage of total loans
0.68
%
 
0.83
%
Nonperforming assets as a percentage of total loans and foreclosed property
0.69

 
0.84

Ratio of allowance for loan losses to total nonperforming loans
2.1x

 
1.7x

Loans past due 90 days or more and still accruing
$
36

 
$
35

Loans past due 90 days or more and still accruing as a percentage of total loans
0.07
%
 
0.07
%
Nonperforming assets decreased $76 million to $339 million at March 31, 2018, from $415 million at December 31, 2017. The decrease in nonperforming assets primarily reflected a decrease of $67 million in nonaccrual Commercial loans.
The following table presents a summary of TDRs at March 31, 2018 and December 31, 2017.
(in millions)
March 31, 2018
 
December 31, 2017
Nonperforming TDRs:
 
 
 
Nonaccrual TDRs
$
188

 
$
182

Reduced-rate TDRs
8

 
8

Total nonperforming TDRs
196

 
190

Performing TDRs (a)
132

 
123

Total TDRs
$
328

 
$
313

(a)
TDRs that do not include a reduction in the original contractual interest rate which are performing in accordance with their modified terms.
At March 31, 2018, nonaccrual TDRs and performing TDRs included $76 million and $61 million of Energy loans, respectively, compared to $82 million and $43 million, respectively, at December 31, 2017.
The following table presents a summary of changes in nonaccrual loans.
 
Three Months Ended
(in millions)
March 31, 2018
 
December 31, 2017
Balance at beginning of period
$
402

 
$
444

Loans transferred to nonaccrual (a)
71

 
73

Nonaccrual loan gross charge-offs (b)
(37
)
 
(29
)
Loans transferred to accrual status (a)
(3
)
 

Nonaccrual loans sold
(10
)
 
(22
)
Payments/other (c)
(97
)
 
(64
)
Balance at end of period
$
326

 
$
402

(a)
Based on an analysis of nonaccrual loans with book balances greater than $2 million.
(b)
Includes retail gross loan charge-offs of $1 million for both the three month periods ended March 31, 2018 and December 31, 2017.
(c)
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. Excludes business loan gross charge-offs and business nonaccrual loans sold.
There were five borrowers with balances greater than $2 million, totaling $71 million, transferred to nonaccrual status in the first quarter 2018, a decrease of $2 million when compared to $73 million in the fourth quarter 2017.

45

Table of Contents

The following table presents the composition of nonaccrual loans by balance and the related number of borrowers at March 31, 2018 and December 31, 2017.
 
March 31, 2018
 
December 31, 2017
(dollar amounts in millions)
Number of
Borrowers
 
Balance
 
Number of
Borrowers
 
Balance
Under $2 million
905

 
$
83

 
939

 
$
85

$2 million - $5 million
13

 
36

 
16

 
47

$5 million - $10 million
8

 
61

 
12

 
93

$10 million - $25 million
10

 
146

 
8

 
130

Greater than $25 million

 

 
1

 
47

Total
936

 
$
326

 
976

 
$
402

The following table presents a summary of nonaccrual loans at March 31, 2018 and loans transferred to nonaccrual and net loan charge-offs for the three months ended March 31, 2018, based primarily on North American Industry Classification System (NAICS) categories.
 
March 31, 2018
 
Three Months Ended March 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
$
102

 
32
%
 
$
11

 
15
%
 
$
3

 
9
 %
Manufacturing
58

 
19

 
60

 
85

 
24

 
87

Health Care & Social Assistance
36

 
11

 

 

 

 

Residential Mortgage
29

 
9

 

 

 

 

Services
21

 
6

 

 

 

 

Real Estate & Home Builders
18

 
5

 

 

 
1

 
4

Contractors
15

 
4

 

 

 

 

Wholesale Trade
5

 
1

 

 

 
1

 
4

Other (b)
42

 
13

 

 

 
(1
)
 
(4
)
Total
$
326

 
100
%
 
$
71

 
100
%
 
$
28

 
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.
Loans past due 90 days or more and still accruing interest generally represent loans that are well collateralized and in the process of collection. Loans past due 90 days or more were $36 million at March 31, 2018 compared to $35 million at December 31, 2017. Loans past due 30-89 days decreased $101 million to $201 million at March 31, 2018, compared to $302 million at December 31, 2017. An aging analysis of loans included in note 4 to the consolidated financial statements provides further information about the balances comprising past due loans.
The following table presents a summary of total criticized loans. The Corporation's criticized list is consistent with the Special Mention, Substandard and Doubtful categories defined by regulatory authorities. Criticized loans with balances of $2 million or more on nonaccrual status or loans with balances of $1 million or more whose terms have been modified in a TDR are individually subjected to quarterly credit quality reviews, and the Corporation may establish specific allowances for such loans. A table of loans by credit quality indicator included in note 4 to the consolidated financial statements provides further information about the balances comprising total criticized loans.
(dollar amounts in millions)
March 31, 2018
 
December 31, 2017
Total criticized loans
$
2,120

 
$
2,231

As a percentage of total loans
4.3
%
 
4.5
%
The $111 million decrease in criticized loans in the three months ended March 31, 2018 included a decrease of $40 million in Energy.
The following table presents a summary of changes in foreclosed property.
 
Three Months Ended
(in millions)
March 31, 2018
 
December 31, 2017
Balance at beginning of period
$
5

 
$
6

Acquired in foreclosure
1

 
2

Foreclosed property sold (a)
(1
)
 
(3
)
Balance at end of period
$
5

 
$
5

(a) Net gain on foreclosed property sold
$

 
$
1


46

Table of Contents

Commercial Real Estate Lending
The following table summarizes the Corporation's commercial real estate loan portfolio by loan category.
(in millions)
March 31, 2018
 
December 31, 2017
Real estate construction loans:
 
 
 
Commercial Real Estate business line (a)
$
2,758

 
$
2,630

Other business lines (b)
356

 
331

Total real estate construction loans
$
3,114

 
$
2,961

Commercial mortgage loans:
 
 
 
Commercial Real Estate business line (a)
$
1,906

 
$
1,831

Other business lines (b)
7,366

 
7,328

Total commercial mortgage loans
$
9,272

 
$
9,159

(a)
Primarily loans to real estate developers.
(b)
Primarily loans secured by owner-occupied real estate.
The Corporation limits risk inherent in its commercial real estate lending activities by monitoring borrowers directly involved in the commercial real estate markets and adhering to conservative policies on loan-to-value ratios for such loans. Commercial real estate loans, consisting of real estate construction and commercial mortgage loans, totaled $12.4 billion at March 31, 2018, of which $4.7 billion, or 38 percent, were to borrowers in the Commercial Real Estate business line, which includes loans to real estate developers, an increase of $203 million compared to December 31, 2017. The remaining $7.7 billion, or 62 percent, of commercial real estate loans in other business lines consisted primarily of owner-occupied commercial mortgages, which bear credit characteristics similar to non-commercial real estate business loans.
The real estate construction loan portfolio primarily contains loans made to long-tenured customers with satisfactory completion experience. Credit quality in the real estate construction loan portfolio was strong, with criticized loans of $4 million at both March 31, 2018 and December 31, 2017 and no real estate construction loan charge-offs in both the three-month periods ended March 31, 2018 and 2017.
Loans in the commercial mortgage portfolio generally mature within three to five years. Commercial mortgage loans in the Commercial Real Estate business line on nonaccrual status totaled $9 million at both March 31, 2018 and December 31, 2017. In other business lines, $20 million and $22 million of commercial mortgage loans were on nonaccrual status at March 31, 2018 and December 31, 2017, respectively. There were no commercial mortgage loan net charge-offs for the three-month period ended March 31, 2018 and net recoveries of $1 million for the same period of the prior year.
Residential Real Estate Lending
The following table summarizes the Corporation's residential mortgage and home equity loan portfolios by geographic market.
 
March 31, 2018
 
December 31, 2017
(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
$
391

 
19
%
 
$
676

 
38
%
 
$
387

 
19
%
 
$
705

 
39
%
California
1,021

 
51

 
695

 
40

 
1,023

 
52

 
718

 
40

Texas
311

 
16

 
333

 
19

 
297

 
15

 
335

 
18

Other Markets
280

 
14

 
59

 
3

 
281

 
14

 
58

 
3

Total
$
2,003

 
100
%
 
$
1,763

 
100
%
 
$
1,988

 
100
%
 
$
1,816

 
100
%
Residential real estate loans, which consist of traditional residential mortgages and home equity loans and lines of credit, totaled $3.8 billion at March 31, 2018. The residential real estate portfolio is principally located within the Corporation's primary geographic markets. Substantially all residential real estate loans past due 90 days or more are placed on nonaccrual status, and substantially all junior lien home equity loans that are current or less than 90 days past due are placed on nonaccrual status if full collection of the senior position is in doubt. At no later than 180 days past due, such loans are charged off to current appraised values less costs to sell.
Residential mortgages totaled $2 billion at March 31, 2018 and were primarily larger, variable-rate mortgages originated and retained for certain private banking relationship customers. Of the $2 billion of residential mortgage loans outstanding, $29 million were on nonaccrual status at March 31, 2018. The home equity portfolio totaled $1.8 billion at March 31, 2018, of which $1.6 billion was outstanding under primarily variable-rate, interest-only home equity lines of credit, $129 million were on amortizing status and $42 million were closed-end home equity loans. Of the $1.8 billion of home equity loans outstanding, $19 million were on nonaccrual status at March 31, 2018. A majority of the home equity portfolio was secured by junior liens at March 31, 2018

47

Table of Contents

Energy Lending
The Corporation has a portfolio of Energy loans that are included primarily in commercial loans in the Consolidated Balance Sheets. Customers in the Corporation's Energy business line (approximately 160 relationships) are engaged in three segments of the oil and gas business: exploration and production (E&P) (76 percent), midstream (16 percent) and energy services (8 percent). E&P generally includes such activities as searching for potential oil and gas fields, drilling exploratory wells and operating active wells. Commitments to E&P borrowers are generally subject to semi-annual borrowing base re-determinations based on a variety of factors including updated pricing (reflecting market and competitive conditions), energy reserve levels and the impact of hedging. The midstream sector is generally involved in the transportation, storage and marketing of crude and/or refined oil and gas products. The Corporation's energy services customers provide products and services primarily to the E&P segment.
The following table summarizes information about the Corporation's portfolio of Energy loans.
 
March 31, 2018
 
December 31, 2017
(dollar amounts in millions)
Outstandings
Nonaccrual
Criticized (a)
 
Outstandings
Nonaccrual
Criticized (a)
Exploration and production (E&P)
$
1,395

76
%
99

$
358

 
$
1,346

73
%
$
94

$
376

Midstream
301

16


40

 
295

16


37

Services
152

8

3

70

 
195

11

14

95

Total Energy business line
1,848

100
%
102

468

 
1,836

100
%
108

508

As a percentage of total Energy loans
6
%
25
%
 


 
6
%
28
%
(a)
Includes nonaccrual loans.
Loans in the Energy business line totaled $1.8 billion, or approximately 4 percent of total loans, at both March 31, 2018 and December 31, 2017. Total exposure, including unused commitments to extend credit and letters of credit, was approximately $4 billion at both March 31, 2018 and December 31, 2017.
The Corporation's allowance methodology considers the various risk elements within the loan portfolio. The Corporation continued to incorporate a qualitative reserve component for Energy loans at March 31, 2018. There were no Energy net credit-related charge-offs for the three-month period ended March 31, 2018 compared to $13 million for the same period in 2017.
Automotive Lending
Substantially all dealer loans are in the National Dealer Services business line. Loans in the National Dealer Services business line primarily include floor plan financing and other loans to automotive dealerships. Floor plan loans, included in commercial loans, totaled $4.3 billion at March 31, 2018, a decrease of $57 million compared to $4.4 billion at December 31, 2017. At March 31, 2018 and December 31, 2017, other loans to automotive dealers in the National Dealer Services business line totaled $3.2 billion and $3.1 billion, respectively, including $2 billion and $1.9 billion of owner-occupied commercial real estate mortgage loans at March 31, 2018 and December 31, 2017, respectively. Automotive lending also includes loans to borrowers involved with automotive production, primarily Tier 1 and Tier 2 suppliers. Loans to borrowers involved with automotive production totaled approximately $1.3 billion at both March 31, 2018 and December 31, 2017.
For further discussion of credit risk, see the "Credit Risk" section of pages F-20 through F-28 in the Corporation's 2017 Annual Report.
Market and Liquidity Risk
Market risk represents the risk of loss due to adverse movements in market rates or prices, including interest rates, foreign exchange rates, commodity prices and equity prices. Liquidity risk represents the failure to meet financial obligations coming due, resulting from an inability to liquidate assets or obtain adequate funding, and the inability to easily unwind or offset specific exposures without significant changes in pricing, due to inadequate market depth or market disruptions.
The Asset and Liability Policy Committee (ALCO) of the Corporation establishes and monitors compliance with the policies and risk limits pertaining to market and liquidity risk management activities. ALCO meets regularly to discuss and review market and liquidity risk management strategies, and consists of executive and senior management from various areas of the Corporation, including treasury, finance, economics, lending, deposit gathering and risk management. The Corporate Treasury department mitigates market and liquidity risk under the direction of ALCO through the actions it takes to manage the Corporation's market, liquidity and capital positions.
Corporate Treasury supports ALCO in measuring, monitoring and managing market (e.g., interest rate risk, etc.) and liquidity risks. The Enterprise Risk Division provides various second line risk management functions including oversight and challenge of the first line responsibilities. Key activities encompass: (i) providing information and analysis of the Corporation's balance sheet structure and measurement of interest rate and all other market and liquidity risks; (ii) monitoring and reporting of the Corporation's positions relative to established policy limits and guidelines; (iii) developing and presenting analy

48

Table of Contents

ses and strategies to adjust risk positions; (iv) reviewing and presenting policies and authorizations for approval; (v) monitoring of industry trends and analytical tools to be used in the management of interest rate and all other market and liquidity risks; and (vi) developing and monitoring the interest rate risk economic capital estimate.
Interest Rate Risk
Net interest income is the primary source of revenue for the Corporation. Interest rate risk arises in the normal course of business due to differences in the repricing and cash flow characteristics of assets and liabilities, primarily through the Corporation's core business activities of extending loans and acquiring deposits. The Corporation's balance sheet is predominantly characterized by floating-rate loans funded by core deposits. The Corporation's loan composition at March 31, 2018 was approximately 60 percent 30-day LIBOR, 15 percent 60-day LIBOR, 15 percent Prime and 10 percent fixed rate. This creates sensitivity to interest rate movements due to the imbalance between the floating-rate loan portfolio, noninterest-bearing deposits and the more slowly repricing deposit products. In addition, the growth and/or contraction in the Corporation's loans and deposits may lead to changes in sensitivity to interest rate movements in the absence of mitigating actions. Examples of such actions are purchasing investment securities, primarily fixed-rate, which provide liquidity to the balance sheet and act to mitigate the inherent interest sensitivity, and hedging the sensitivity with interest rate swaps. The Corporation actively manages its exposure to interest rate risk, with the principal objective of optimizing net interest income and the economic value of equity while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.
Since no single measurement system satisfies all management objectives, a combination of techniques is used to manage interest rate risk. These techniques examine the impact of interest rate risk on net interest income and the economic value of equity under a variety of alternative scenarios, including changes in the level, slope and shape of the yield curve, utilizing multiple simulation analyses. Simulation analyses produce only estimates of net interest income, as the assumptions used are inherently uncertain. Actual results may differ from simulated results due to many factors, including, but not limited to, the timing, magnitude and frequency of changes in interest rates, market conditions, regulatory impacts and management strategies.
Sensitivity of Net Interest Income to Changes in Interest Rates
The analysis of the impact of changes in interest rates on net interest income under various interest rate scenarios is management's principal risk management technique. Management models a base case net interest income under an unchanged interest rate environment. Existing derivative instruments entered into for risk management purposes are included in the analysis, but no additional hedging is currently forecasted. These derivative instruments currently comprise interest rate swaps that convert fixed-rate long-term debt to variable rates. This base case net interest income is then compared against interest rate scenarios in which rates rise or decline in a linear, non-parallel fashion from the base case over 12 months. In the scenarios presented, short-term interest rates increase 200 basis points, resulting in an average increase in short-term interest rates of 100 basis points over the period (+200 scenario). Due to the current level of interest rates, the analysis reflects a declining interest rate scenario drop in short-term interest rates to zero.
Each scenario includes assumptions such as loan growth, investment security prepayment levels, depositor behavior, yield curve changes, loan and deposit pricing, and overall balance sheet mix and growth. In this rate environment, depositors have maintained a higher level of liquidity and their historical behavior may be less indicative of future trends. As a result, the +200 scenario reflects a greater decrease in deposits than we have experienced historically as rates begin to rise. Changes in actual economic activity may result in a materially different interest rate environment as well as a balance sheet structure that is different from the changes management included in its simulation analysis.
The table below, as of March 31, 2018 and December 31, 2017, displays the estimated impact on net interest income during the next 12 months by relating the base case scenario results to those from the rising and declining rate scenarios described above.
 
Estimated Annual Change
 
March 31, 2018
 
December 31, 2017
(in millions)
Amount
 
%
 
Amount
 
%
Change in Interest Rates:
 
 
 
 
 
 
 
Rising 200 basis points
$
186

 
8
 %
 
$
197

 
9
 %
Declining to zero percent
(313
)
 
(13
)
 
(283
)
 
(13
)
Sensitivity to rising rates decreased modestly from December 31, 2017 to March 31, 2018, reflecting changes to the Corporation's balance sheet. The risk to declining interest rates is impacted by an assumed floor on interest rates of zero percent. Because deposit costs remain close to the floor while asset yields have risen with market rates, sensitivity to falling rates has increased during the same period.

49

Table of Contents

Sensitivity of Economic Value of Equity to Changes in Interest Rates
In addition to the simulation analysis on net interest income, an economic value of equity analysis provides an alternative view of the interest rate risk position. The economic value of equity is the difference between the estimate of the economic value of the Corporation's financial assets, liabilities and off-balance sheet instruments, derived through discounting cash flows based on actual rates at the end of the period and the estimated economic value after applying the estimated impact of rate movements. The economic value of equity analysis is based on an immediate parallel 200 basis point increase. The declining interest rate scenarios are based on decreases of 175 basis points and 150 basis points in interest rates at March 31, 2018 and December 31, 2017, respectively.
The table below, as of March 31, 2018 and December 31, 2017, displays the estimated impact on the economic value of equity from the interest rate scenario described above.
 
March 31, 2018
 
December 31, 2017
(in millions)
Amount
 
%
 
Amount
 
%
Change in Interest Rates:
 
 
 
 
 
 
 
Rising 200 basis points
$
1,198

 
9
 %
 
$
1,188

 
9
 %
Declining to zero percent
(2,781
)
 
(20
)
 
(2,635
)
 
(20
)
The sensitivity of the economic value of equity to a 200 basis point parallel increase in rates was mostly stable between December 31, 2017 and March 31, 2018. The change in sensitivity of the economic value of equity to a parallel decrease in rates to zero during the same period was primarily driven by the increase in short-term rates between the periods, allowing for an additional 25 basis point decrease from December 31, 2017 to the March 31, 2018 scenario.
Wholesale Funding
The Corporation may access the purchased funds market when necessary, which includes a variety of funding sources. Capacity for incremental purchased funds at March 31, 2018 included FHLB advances, the ability to purchase federal funds, sell securities under agreements to repurchase, as well as issue deposits through brokers. Purchased funds increased to $63 million at March 31, 2018, compared to $25 million at December 31, 2017. At March 31, 2018, the Bank had pledged loans totaling $21.8 billion which provided for up to $17.7 billion of available collateralized borrowing with the FRB.
The Bank is a member of the FHLB of Dallas, Texas, which provides short- and long-term funding to its members through advances collateralized by real estate-related assets. Actual borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. At March 31, 2018, $15.8 billion of real estate-related loans were pledged to the FHLB as blanket collateral for current and potential future borrowings. The Corporation had $3.8 billion of outstanding borrowings, including $1 billion borrowed in February 2018, maturing between 2026 and 2028 and capacity for potential future borrowings of approximately $4.4 billion.
Additionally, as of March 31, 2018 the Bank had the ability to issue up to $14 billion of debt under an existing $15 billion note program which allows the issuance of debt with maturities between three months and 30 years. The Corporation also maintains a shelf registration statement with the Securities and Exchange Commission from which it may issue debt and/or equity securities.
The ability of the Corporation and the Bank to raise funds at competitive rates is impacted by rating agencies' views of the credit quality, liquidity, capital and earnings of the Corporation and the Bank. As of March 31, 2018, the three major rating agencies had assigned the following ratings to long-term senior unsecured obligations of the Corporation and the Bank. A security rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.
 
Comerica Incorporated
 
Comerica Bank
March 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
The Corporation satisfies liquidity requirements with either liquid assets or various funding sources. Liquid assets totaled $18.3 billion at March 31, 2018, compared to $17.4 billion at December 31, 2017. Liquid assets include cash and due from banks, federal funds sold, interest-bearing deposits with banks, other short-term investments and unencumbered investment securities.
Under the Basel III liquidity framework, the Corporation is subject to a modified LCR standard, which requires a financial institution to hold a minimum level of high-quality liquid assets to fully cover modified net cash outflows under a 30-day systematic liquidity stress scenario. The Corporation is in compliance with the fully phased-in LCR requirement, plus a buffer.

50

Table of Contents

In 2016, U.S. banking regulators issued a notice of proposed rulemaking (the proposed rule) implementing a second quantitative liquidity requirement in the U.S. generally consistent with the Net Stable Funding Ratio (NSFR) minimum liquidity measure established under the Basel III liquidity framework. Under the proposed rule, the Corporation will be subject to a modified NSFR standard, which requires a financial institution to hold a minimum level of available longer-term, stable sources of funding to fully cover a modified amount of required longer-term stable funding, over a one-year period. However, a final NSFR rule has not been published by the U.S. regulatory agencies so the effective date of compliance remains unknown. The Corporation does not currently expect the proposed rule to have a material impact on its liquidity needs.
The Corporation performs monthly liquidity stress testing to evaluate its ability to meet funding needs in hypothetical stressed environments. Such environments cover a series of broad events, distinguished in terms of duration and severity. The evaluation as of March 31, 2018 projected sufficient sources of liquidity were available under each series of events.
CRITICAL ACCOUNTING POLICIES
The Corporation’s consolidated financial statements are prepared based on the application of accounting policies, the most significant of which are described in note 1 to the consolidated financial statements included in the Corporation's 2017 Annual Report. These policies require numerous estimates and strategic or economic assumptions, which may prove inaccurate or subject to variations. Changes in underlying factors, assumptions or estimates could have a material impact on the Corporation’s future financial condition and results of operations. At December 31, 2017, the most critical of these significant accounting policies were the policies related to the allowance for credit losses, fair value measurement, goodwill, pension plan accounting and income taxes. These policies were reviewed with the Audit Committee of the Corporation’s Board of Directors and are discussed more fully on pages F-34 through F-37 in the Corporation's 2017 Annual Report. As of the date of this report, there have been no significant changes to the Corporation's critical accounting policies or estimates.
SUPPLEMENTAL FINANCIAL DATA
The following table provides a reconciliation of non-GAAP financial measures used in this financial review with financial measures defined by GAAP.
(dollar amounts in millions)
March 31, 2018
 
December 31, 2017
Tangible Common Equity Ratio:
 
 
 
Common shareholders' equity
$
8,000

 
$
7,963

Less:
 
 
 
Goodwill
635

 
635

Other intangible assets
7

 
8

Tangible common equity
$
7,358

 
$
7,320

Total assets
$
72,335

 
$
71,567

Less:
 
 
 
Goodwill
635

 
635

Other intangible assets
7

 
8

Tangible assets
$
71,693

 
$
70,924

Common equity ratio
11.06
%
 
11.13
%
Tangible common equity ratio
10.26

 
10.32

Tangible Common Equity per Share of Common Stock:
 
 
 
Common shareholders' equity
$
8,000

 
$
7,963

Tangible common equity
7,358

 
7,320

Shares of common stock outstanding (in millions)
172

 
173

Common shareholders' equity per share of common stock
$
46.38

 
$
46.07

Tangible common equity per share of common stock
42.66

 
42.34

The tangible common equity ratio removes the effect of intangible assets from capital and total assets. Tangible common equity per share of common stock removes the effect of intangible assets from common shareholders' equity per share of common stock. The Corporation believes these are meaningful measures because they reflect the adjustments commonly made by management, investors, regulators, and analysts to evaluate the adequacy of common equity. Tangible common equity is used by the Corporation to measure the quality of capital and the return relative to balance sheet risks.

51

Table of Contents

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Quantitative and qualitative disclosures for the current period can be found in the "Market and Liquidity Risk" section of "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations."
ITEM 4. Controls and Procedures
(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.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
For information regarding the Corporation's legal proceedings, see "Part I. Item 1. Note 12 – Contingent Liabilities," which is incorporated herein by reference.
ITEM 1A. Risk Factors
There has been no material change in the Corporation’s risk factors as previously disclosed in our Form 10-K for the fiscal year ended December 31, 2017 in response to Part I, Item 1A. of such Form 10-K. Such risk factors are incorporated herein by reference.     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
For information regarding the Corporation's purchase of equity securities, see "Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations – Capital," which is incorporated herein by reference.

52

Table of Contents

ITEM 6. Exhibits
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†
 
 
 
 
10.3†
 
 
 
 
10.4†
 
 
 
 
10.5†
 
 
 
 
10.6†
 
 
 
 
10.7†
 
 
 
 
10.8†
 
 
 
 
10.9†
 
 
 
 
10.10†
 
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
32
 
 
 
 
101
 
Financial statements from Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 2018, 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.

53

Table of Contents

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
COMERICA INCORPORATED
 
(Registrant)
 
 
 
/s/ Mauricio A. Ortiz
 
Mauricio A. Ortiz
 
Senior Vice President and
 
Chief Accounting Officer and
 
Duly Authorized Officer
Date: April 30, 2018

54