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FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 (Fee Required). For the fiscal year ended December 31, 1994.
Commission file number 1-10706
Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue,
Detroit, Michigan 48226
313-222-4000
Incorporated in the State of Delaware, IRS Employer Identification No.
38-1998421.
Securities registered pursuant to Section 12(b) of the Act:
- Common Stock, $5 par value
- Rights to acquire Series C Preferred Stock, no par value
These securities are registered on the New York Stock Exchange. Securities
registered pursuant to Section 12(g) of the Act:
- 10.125 percent Subordinated Debentures due in 1998
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.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, but will be contained in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
At February 13, 1995, the registrant's common stock, $5 par value, held by
nonaffiliates had an aggregate market value of $3,025,547,004 based on the
closing price on the New York Stock Exchange on that date of $27.375 per share
and 110,522,265 shares of common stock held by nonaffiliates. For purposes of
this Form 10-K only, it has been assumed that all common shares held by the
Trust Department of Comerica affiliated banks and by the registrant's directors
and executive officers are held by affiliates.
At February 13, 1995, the registrant had outstanding (exclusive of treasury
shares) 116,773,798 shares of its common stock, $5 par value.
DOCUMENTS INCORPORATED BY REFERENCE:
1. PARTS I AND II:
Items 1-8--Annual Report to Shareholders for the year ended December 31, 1994.
Item 9--Proxy Statement for the Annual Meeting of Shareholders to be held May
19, 1995.
2. PART III:
Items 10-13--Proxy Statement for the Annual Meeting of Shareholders to be held
May 19, 1995.
<PAGE> 2
PART I
ITEM 1. BUSINESS
GENERAL
Comerica Incorporated ("Comerica" or the "Corporation") is a registered bank
holding company incorporated under the laws of the State of Delaware,
headquartered in Detroit, Michigan, and was formed in 1973 to acquire the
outstanding common stock of Comerica Bank (formerly Comerica Bank-Detroit), a
Michigan banking corporation ("Comerica Bank"). As of December 31, 1994,
Comerica owned directly or indirectly all the outstanding common stock (except
for directors' qualifying shares, where applicable) of seven banking and
forty-nine non-banking subsidiaries. At December 31, 1994, Comerica had total
assets of approximately $33.4 billion, total deposits of approximately $22.4
billion, total loans (net of unearned income) of approximately $22.2 billion,
and shareholders' equity of approximately $2.4 billion. At December 31, 1994,
Comerica was the second largest bank holding company headquartered in Michigan
in terms of both total assets and total deposits.
BUSINESS STRATEGY
Comerica's business strategy focuses on five core businesses in four geographic
markets. Those businesses are corporate banking, consumer banking, private
banking, institutional trust and investment management, and international
finance and trade services. Corporate banking incorporates highly specialized
units servicing a full range of company sizes with both credit and non-credit
products. Consumer banking provides deposit, credit and fee-based products to
individuals needing financial services but whose income or wealth do not make
them prospects for private banking services. Private banking is oriented to
servicing the financial needs of the affluent market as defined by individual
net income or wealth. Institutional trust and investment management activities
involve providing companies, municipalities and other entities a wide spectrum
of investment management products and trust products such as master trust,
master custody, and corporate trust services, as well as administering and
serving as trustee for employee benefit plans. International finance and trade
services offer importers and exporters trade financing, letters of credit,
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FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES
foreign exchange and international customhouse brokerage and freight forwarding
products. The core businesses are tailored to each of Comerica's four primary
geographic markets: the Midwest (currently Michigan and Illinois), Texas,
California and Florida. The Midwest is the only market in which all five core
businesses are currently pursued. In California and Texas the primary focus is
on corporate banking and private banking activities. In Florida the primary
focus is on private banking.
ACQUISITIONS AND JOINT VENTURE
On September 8, 1993, Comerica, Pacific Western Bancshares, Inc., a Delaware
Corporation and bank holding company ("PAC WEST"), Pacific Western Bank, a
California state chartered bank and wholly owned subsidiary of PAC WEST
("PWB"), and Comerica California Incorporated, a California corporation, bank
holding company and wholly owned subsidiary of the Corporation ("COM CAL"),
entered into an Agreement and Plan of Reorganization and Merger providing for,
among other things, the merger of COM CAL into PAC WEST with PAC WEST being the
surviving corporation under the charter and bylaws of COM CAL and the name
"Comerica California Incorporated." The merger of COM CAL into PAC WEST was
completed on March 30, 1994 and was accounted for as a purchase. PAC WEST
shareholders received common stock of the Corporation valued at approximately
$121 million. At December 31, 1993, PAC WEST had assets of approximately $1
billion. PWB merged into Comerica Bank-California on June 30, 1994.
On April 4, 1994, Comerica, Michigan National Corporation, a Michigan
corporation and a bank holding company ("MNC"), Lockwood Banc Group, Inc., a
Michigan corporation, wholly owned subsidiary of MNC and a registered bank
holding company ("Lockwood") and Lockwood National Bank of Houston, a national
banking association and wholly owned subsidiary of Lockwood ("LNB") entered
into a Stock Purchase Agreement whereby Comerica purchased from MNC all of the
issued and outstanding stock of Lockwood and LNB. The purchase was completed on
August 4, 1994 for a purchase price of approximately $44 million in cash. At
June 30, 1994, Lockwood had assets of approximately $318 million. Comerica
contributed the stock of LNB to Comerica Texas Incorporated its wholly owned
bank holding company in Texas. LNB merged into Comerica Bank-Texas on December
16, 1994.
On October 4, 1994, Comerica, University Bank & Trust Company, a
California bank ("UBT") and Comerica Interim Incorporated, a California
corporation and wholly owned subsidiary of Comerica ("Interim") entered into an
Agreement and Plan of Reorganization and Merger providing for, among other
things, the merger of UBT into Interim with UBT being the surviving
corporation. Subsequent to the merger of UBT into Interim, UBT may, at the
Corporation's election, be merged into a subsidiary of the Corporation. UBT
shareholders will receive approximately 2.7 million shares of Comerica common
stock. The transaction is subject to regulatory approval and is expected to be
completed in the spring of 1995. As of December 31, 1994, UBT had total assets
of approximately $460 million.
On November, 2, 1994, Comerica and Munder Capital Management, Inc., a
Delaware corporation and registered investment adviser located in the Detroit,
Michigan metropolitan area ("Munder"), entered into a Joint Venture Agreement
providing for the combination of the investment advisory businesses of Munder
and two investment advisory subsidiaries of Comerica: Woodbridge Capital
Management, Inc. ("Woodbridge") and World Asset Management, Inc. ("World"). As
of December 31, 1994, the joint venture became effective with the formation of
a partnership, Munder Capital Management, that succeeded to the investment
advisory businesses of Munder, Woodbridge, and World. Munder now holds a
majority interest in Munder Capital Management, and Comerica holds a minority
interest.
SUPERVISION AND REGULATION
Banks, bank holding companies and financial institutions are highly regulated
at both the state and federal level. As a bank holding company, Comerica is
subject to supervision and regulation by the Federal Reserve Board under the
Bank Holding Company Act of 1956, as amended (the "Act"). Under the Act, the
Corporation is prohibited, with certain exceptions, from acquiring or retaining
direct or indirect ownership or control of voting shares of any company which
is not a bank or bank holding company and from engaging in activities other
than those of banking or of managing or controlling banks, other than
subsidiary companies and activities which the Federal Reserve Board determines
to be so closely related to the business of banking as to be a proper incident
thereto.
Comerica Bank is chartered by the State of Michigan and is supervised
and regulated by the Financial Institutions Bureau of the State of Michigan.
Comerica Bank-Texas is chartered by the State of Texas and is supervised and
regulated by the Texas Department of Banking. Comerica Bank-Midwest, N.A. and
Comerica Bank-Ann Arbor, N.A. are chartered under federal law and subject to
supervision and regulation by the Office of the Comptroller of the Currency.
Comerica Bank-California is chartered and regulated by the State of California.
Comerica Bank & Trust, FSB is chartered under federal law and subject to
supervision and regulation by the Office of Thrift Supervision. Comerica
Bank-Illinois is chartered by the State of Illinois and is regulated by the
State of Illinois Commissioner of Banks and Trust Companies. Comerica Bank,
Comerica Bank-Illinois, Comerica
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FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES
Bank-Midwest, N.A. and Comerica Bank-Ann Arbor, N.A. are members of the Federal
Reserve System. State member banks are also regulated by the Federal Reserve
Bank and state non-member banks are also regulated by the Federal Deposit
Insurance Corporation. The deposits of all the banks, except for Comerica Bank
& Trust, FSB, are insured by the Bank Insurance Fund (the "BIF") of the Federal
Deposit Insurance Corporation to the extent provided by law. The deposits of
Comerica Bank & Trust, FSB, are insured by the Savings Association Insurance
Fund to the extent provided by law.
Comerica is a legal entity separate and distinct from its banking and
other subsidiaries. Most of Comerica's revenues result from dividends paid to
it by its bank subsidiaries. There are statutory and regulatory requirements
applicable to the payment of dividends by subsidiary banks to Comerica as well
as by Comerica to its shareholders.
INTERSTATE BANKING AND BRANCHING
On September 29, 1994, the Riegle/Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Interstate Act") was signed into law. This
Interstate Act effectively permits nationwide banking. The Interstate Act
provides that one year after enactment, adequately capitalized and adequately
managed bank holding companies may acquire banks in any state, even in those
jurisdictions that currently bar acquisitions by out-of-state institutions,
subject to deposit concentration limits. The deposit concentration limits
provide that regulatory approval by the Federal Reserve Board may not be
granted for a proposed interstate acquisition if after the acquisition, the
acquiror on a consolidated basis would control more than 10 percent of the
total deposits nationwide or would control more than 30 percent of deposits in
the state where the acquiring institution is located. The deposit concentration
state limit does not apply for initial acquisitions in a state and in every
case, may be waived by the state regulatory authority. Interstate acquisitions
are subject to compliance with the Community Reinvestment Act ("CRA"). States
are permitted to impose age requirements not to exceed five years on target
banks for interstate acquisitions. States are not allowed to opt-out of
interstate banking.
Branching between states may be accomplished either by merging
separate banks located in different states into one legal entity, or by
establishing de novo branches in another state. Consolidation of banks is not
permitted until June 1, 1997 provided that the state has not passed legislation
"opting-out" of interstate branching. If a state opts-out prior to June 1,
1997, then banks located in that state may not participate in interstate
branching. Interstate branching is also subject to a 30 percent statewide
deposit concentration limit on a consolidated basis, and a 10 percent
nationwide deposit concentration limit. The laws of the host state regarding
community reinvestment, fair lending, consumer protection (including usury
limits) and establishment of branches shall apply to the interstate branches.
De novo branching by an out-of-state bank is not permitted unless the
host state expressly permits de novo branching by banks from out-of-state. The
establishment of an initial de novo branch in a state is subject to the same
conditions as apply to initial acquisition of a bank in the host state other
than the deposit concentration limits.
Effective one year after enactment, the Interstate Act permits bank
subsidiaries of a bank holding company to act as agents for affiliated
depository institutions in receiving deposits, renewing time deposits, closing
loans, servicing loans and receiving payments on loans and other obligations. A
bank acting as agent for an affiliate shall not be considered a branch of the
affiliate. Any agency relationship between affiliates must be on terms that are
consistent with safe and sound banking practices. The authority for an agency
relationship for receiving deposits includes the taking of deposits for an
existing account but is not meant to include the opening or origination of new
deposit accounts. Subject to certain conditions, insured saving associations
which were affiliated with banks as of June 1, 1994, may act as agents for such
banks. An affiliate bank or saving association may not conduct any activity as
an agent which such institution is prohibited from conducting as principal.
If an interstate bank decides to close a branch located in a low- or
moderate-income area, it must comply with additional branch closing notice
requirements. The appropriate regulatory agency is authorized to consult with
community organizations to explore options to maintain banking services in the
affected community where the branch is to be closed.
To ensure that interstate branching does not result in taking deposits
without regard to a community's credit needs, the regulatory agencies are
directed to implement regulations prohibiting interstate branches from being
used as "deposit production offices." The regulations to implement its
provisions are due by June 1, 1997. The regulations must include a provision to
the effect that if loans made by an interstate branch are less than fifty
percent of the average of all depository institutions in the state, then the
regulator must review the loan portfolio of the branch. If the regulator
determines that the branch is not meeting the credit needs of the community, it
has the authority to close the branch and to prohibit the bank from opening new
branches in that state.
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FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES
When the interstate banking provisions become effective in one year,
Comerica will have enhanced opportunities to acquire banks in any state subject
to approval by the appropriate federal and state regulatory agencies. When the
interstate branching provisions become effective in June 1997, Comerica will
have the opportunity to consolidate its affiliate banks to create one legal
entity with branches in more than one state should management decide to do so,
or to establish branches in different states, subject to any state opt-out
provisions. The agency authority permitting Comerica affiliate banks to act as
agents for each other in accepting deposits or servicing loans should make it
more convenient for customers of one Comerica bank to transact their banking
business at a Comerica affiliate in another state provided that operations are
in place to facilitate these out of state transactions.
DIVIDENDS
Each state bank subsidiary that is a member of the Federal Reserve System and
each national banking association is required by federal law to obtain the
prior approval of the Federal Reserve Board or the Office of the Comptroller of
the Currency, as the case may be, for the declaration and payment of dividends
if the total of all dividends declared by the board of directors of such bank
in any year will exceed the total of (i) such bank's net profits (as defined
and interpreted by regulation) for that year plus (ii) the retained net profits
(as defined and interpreted by regulation) for the preceding two years, less
any required transfers to surplus. In addition, these banks may only pay
dividends to the extent that retained net profits (including the portion
transferred to surplus) exceed bad debts (as defined by regulation).
Under the foregoing dividend restrictions, at January 1, 1995
Comerica's subsidiary banks, without obtaining governmental approvals, could
declare aggregate dividends of approximately $153 million from retained net
profits of the preceding two years, plus an amount approximately equal to the
net profits (as measured under current regulations), if any, earned for the
period from January 1, 1995 through the date of declaration. Dividends paid to
Comerica by its subsidiary banks amounted to $293 million in 1994 and $311
million in 1993.
FIRREA
Recent banking legislation, including the Financial Institutions Reform and
Recovery and Enforcement Act of 1989 ("FIRREA") and the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), has broadened the
regulatory powers of the federal bank regulatory agencies. Under FIRREA, a
depository institution insured by the Federal Deposit Insurance Corporation
(the "FDIC") can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC in connection with (i) the default of a
commonly controlled FDIC-insured depository institution, or (ii) any assistance
provided by the FDIC to any commonly controlled FDIC-insured depository
institution "in danger of default." "Default" is defined generally as the
appointment of a conservator or receiver and "in danger of default" is defined
generally as the existence of certain conditions indicating that a default is
likely to occur in the absence of regulatory assistance.
FDICIA
In December 1991, FDICIA was enacted, substantially revising the bank
regulatory and funding provisions of the Federal Deposit Insurance Act and
making revisions to several other federal banking statutes.
Among other things, FDICIA requires the federal banking agencies to
take "prompt corrective action" in respect of depository institutions that do
not meet minimum capital requirements. FDICIA establishes five capital tiers:
"well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized." A
depository institution's capital tier will depend upon where its capital levels
are in relation to various relevant capital measures, which will include a
risk-based capital measure and a leverage ratio capital measure, and certain
other factors.
Regulations establishing the specific capital tiers provide that, for
an institution to be well capitalized it must have a total risk-based capital
ratio of at least 10 percent, a Tier 1 risk-based capital ratio of at least 6
percent, a Tier 1 leverage ratio of at least 5 percent, and not be subject to
any specific capital order or directive. For an institution to be adequately
capitalized it must have a total risk-based capital ratio of at least 8
percent, a Tier 1 risk-based capital ratio of at least 4 percent, and a Tier 1
leverage ratio of at least 4 percent (and in some cases 3 percent). Under these
regulations, the banking subsidiaries of Comerica would be considered to be
well capitalized as of December 31, 1994.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are
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FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES
subject to growth limitations and are required to submit a capital restoration
plan. The federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic
assumptions and is likely to succeed in restoring the depository institution's
capital. In addition, for a capital restoration plan to be acceptable, the
depository institution's parent holding company must guarantee that the
institution will comply with such capital restoration plan. The aggregate
liability of the parent holding company under the guaranty is limited to the
lesser of (i) an amount equal to 5 percent of the depository institution's
total assets at the time it became undercapitalized, and (ii) the amount that
is necessary (or would have been necessary) to bring the institution into
compliance with all capital standards applicable with respect to such
institution as of the time it fails to comply with the plan. If a depository
institution fails to submit an acceptable plan, it is treated as if it is
significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized institutions are subject to the appointment
of a receiver or conservator.
Under FDICIA, the FDIC is permitted to provide financial assistance to
an insured bank before appointment of a conservator or receiver only if (i)
such assistance would be the least costly method of meeting the FDIC's
insurance obligations, (ii) grounds for appointment of a conservator or a
receiver exist or are likely to exist, (iii) it is unlikely that the bank can
meet all capital standards without assistance and (iv) the bank's management
has been competent, has complied with applicable laws, regulations, rules and
supervisory directives and has not engaged in any insider dealing, speculative
practice or other abusive activity.
FDICIA directs that each federal banking agency prescribe standards
for depository institutions and depository institution holding companies
relating to internal controls, information systems, internal audit systems,
loan documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum earnings
sufficient to absorb losses, a minimum ratio of market value to book value for
publicly traded shares and other standards as they deem appropriate. Because
such standards have been proposed but not yet finalized, management is unable
to assess their impact.
FDICIA also contains a variety of other provisions that may affect the
operations of depository institutions including new reporting requirements,
regulatory standards for real estate lending, "truth in savings" provisions,
the requirement that a depository institution give 90 days prior notice to
customers and regulatory authorities before closing any branch and a
prohibition on the acceptance or renewal of brokered deposits by depository
institutions that are not well capitalized or are adequately capitalized and
have not received a waiver from the FDIC. Under regulations relating to the
brokered deposit prohibition, Comerica Bank is well capitalized and may accept
brokered deposits without restriction.
FDIC INSURANCE ASSESSMENTS
Comerica's subsidiary banks are subject to FDIC deposit insurance assessments.
On January 1, 1994, a permanent risk-based deposit premium assessment system
became effective under which each depository institution is placed in one of
nine assessment categories based on certain capital and supervisory measures.
The assessment rates under the system range from 0.23 percent to 0.31 percent
of domestic deposits depending upon the assessment category into which the
insured institution is placed. Based on the current FDIC proposal, it is
probable that such assessments will decrease in the future. Any decrease in
assessments could have a positive impact on Comerica's results of operations.
COMPETITION
Banking is a highly competitive business. The Michigan banking subsidiary of
the Corporation competes primarily with Detroit and outstate Michigan banks for
loans, deposits and trust accounts. Through its offices in Arizona, California,
Colorado, Florida, Indiana, Illinois, Ohio and Texas, Comerica competes with
other financial institutions for various types of loans. Through its Florida
subsidiary, Comerica competes with many companies, including financial
institutions, for trust business.
At year-end 1994, Comerica Incorporated was the second largest bank
holding company located in Michigan in terms of total assets and deposits.
Based on the Interstate Act as described above, the Corporation believes that
the level of competition in all geographic markets will increase in the future.
Comerica's banking subsidiaries also face competition from other financial
intermediaries, including savings and loan associations, consumer finance
companies, leasing companies and credit unions.
EMPLOYEES
As of December 31, 1994, Comerica and its subsidiaries had 11,239 full-time and
2,259 part-time employees.
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FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES
ITEM 2. PROPERTIES
The executive offices of the Corporation are located in the Comerica Tower at
Detroit Center in Detroit, Michigan. Comerica and its subsidiaries occupies 15
floors of the building, which it leases through Comerica Bank from an
unaffiliated third party. This lease extends through January 2007. As of
December 31, 1994, Comerica Bank operated 310 offices within the State of
Michigan, of which 228 were owned and 82 were leased. Seven other banking
affiliates operate 146 offices in California, Florida, Illinois and Texas. The
affiliates own 58 of their offices and lease 88 offices. One banking affiliate
also operates from leased space in Toledo, Ohio.
In addition, the Corporation owns an operations and check processing
center in Livonia, Michigan, a ten-story building in the central business
district of Detroit that houses certain departments of the Corporation and
Comerica Bank, and a four-story building in Auburn Hills, Michigan, that houses
a mortgage subsidiary of Comerica Bank and certain other departments of the
Corporation and Comerica Bank.
In 1983, Comerica entered into a sale/leaseback agreement with an
unaffiliated party covering an operations center which was built in Auburn
Hills, Michigan, and now is occupied by various departments of the Corporation
and Comerica Bank.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock of Comerica Incorporated is traded on the New York Stock
Exchange (NYSE Trading Symbol: CMA). At January 31, 1995, there were
approximately 16,472 holders of the Corporation's common stock.
Quarterly cash dividends were declared during 1994 and 1993 totaling
$1.24 and $1.07 per common share per year, respectively. The following table
sets forth, for the periods indicated, the high and low sale prices per share
of the Corporation's common stock as reported on the NYSE Composite
Transactions Tape for all quarters of 1994 and 1993. All of the prices are
adjusted for the January 4, 1993 two-for-one stock split.
<TABLE>
<CAPTION>
Dividend Dividend*
Quarter High Low Per Share Yield
<S> <C> <C> <C> <C>
1994
Fourth $28.250 $24.125 $.32 4.9%
Third 31.250 27.750 .32 4.3
Second 30.875 25.125 .32 4.6
First 28.250 25.250 .28 4.2
1993
Fourth $29.000 $25.125 $.28 4.1%
Third 31.500 26.875 .28 3.8
Second 35.250 27.625 .26 3.3
First 33.375 28.750 .26 3.3
</TABLE>
* Dividend yield is calculated by annualizing the quarterly dividend per
share and dividing by an average of the high and low price in the
quarter.
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FORM 10-K CROSS-REFERENCE INDEX: COMERICA INCORPORATED AND SUBSIDIARIES
Certain information required to be included in Form 10-K is also included in
the 1994 Annual Report to Shareholders or in the 1995 Proxy Statement used in
connection with the 1995 annual meeting of shareholders to be held on May 19,
1995.
The following cross-reference index shows the page location in the
1994 Annual Report or the section of the 1995 Proxy Statement of only that
information which is to be incorporated by referenced into Form 10-K. All other
sections of the 1994 Annual Report or the 1995 Proxy Statement are not required
in Form 10-K and should not be considered a part thereof.
<TABLE>
<CAPTION>
1995 1994
Proxy Annual
Statement Report
Section
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PART I
ITEM 1. Business........................................................................................... 61
ITEM 2. Properties...............................................................,......................... 66
ITEM 3. Legal Proceedings.................................................................................. 52
ITEM 4. Submission of Matters to a Vote of Security Holders--no matters were
voted upon by security holders in the fourth quarter of 1994
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.............................. 66
ITEM 6. Selected Financial Data............................................................................ 18
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 18
ITEM 8. Financial Statements and Supplementary Data:
Comerica Incorporated and Subsidiaries
Consolidated Balance Sheets..................................................................... 38
Consolidated Statements of Income............................................................... 39
Consolidated Statements of Changes in Shareholders' Equity...................................... 40
Consolidated Statements of Cash Flows........................................................... 41
Notes to Consolidated Financial Statements......................................................... 42
Report of Independent Auditors..................................................................... 57
Statistical Disclosure by Bank Holding Companies:
Analysis of Net Interest Income--FTE............................................................ 20
Rate-Volume Analysis--FTE....................................................................... 21
Analysis of Investment Securities Portfolio--FTE................................................ 28
Analysis of Investment Securities and Loans..................................................... 27
Allocation of The Allowance for Loan Losses..................................................... 28
Loan Maturities and Interest Rate Sensitivity................................................... 27
Summary of Nonperforming Assets and Past Due Loans.............................................. 31
Cross-border Outstandings....................................................................... 26
Analysis of The Allowance for Loan Losses....................................................... 23
Maturity Distribution of Domestic Certificates of Deposit of $100,000 and Over.................. 29
Historical Review--Statistical Data............................................................. 60
ITEM 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure--none
PART III
ITEM 10. Directors and Executive Officers of the Registrant................. Election of Directors;
Executive Officers; Compliance
with section 16(A) of the
Securities Exchange Act of 1934
ITEM 11. Executive Compensation............................................. Compensation of Executive Officers
ITEM 12. Security Ownership of Certain Beneficial Owners and Management..... Identification of Certain
Security Holders,Security
Ownership of Management
ITEM 13. Certain Relationships and Related Transactions.................... Transactions of Directors, and
Executive Officers with the
Corporation; Compensation Committee
Interlocks and Insider Participation
</TABLE>
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<TABLE>
<CAPTION>
PART IV 1994
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K Annual
Report
<S> <C> <C>
ITEM 14. (a) The following documents are filed as a part of this report:
1. Financial Statements: The financial statements are filed as
part of this report and are listed under Item 8 in the Form
10-K Cross-reference Index on page 67.
2. All of the schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are either not required under the related
instruction, the required information is contained elsewhere
in the Form 10-K, or the schedules are inapplicable and
therefore have been omitted.
Exhibits:
Exhibit Document*
Number
3.1 Restated Certificate of Incorporation of Comerica
Incorporated, as amended ******
3.2 Amended and restated bylaws of Comerica Incorporated ******
4.1 Rights Agreement between Comerica Incorporated and
Comerica Bank**
4.2 Issuing and Paying Agency Agreement between
Comerica Bank, as Issuer and Comerica Bank, as Agent
10.1 Comerica Incorporated Long-term Incentive Plan***
10.2 Summary of Comerica Incorporated Annual Incentive
Compensation Plan***
10.3 Comerica Incorporated Plan for Deferring the Payment
of Directors Fees***
10.4 Benefit Equalization Plan for Employees of
Comerica Incorporated
10.5 Comerica Incorporated's Directors Retirement Plan****
10.6 Manufacturers National Corporation's 1987 and 1989
Stock Option Plans for Key Employees*****
10.7 Manufacturers National Corporation's Executive
Incentive Plan****
10.8 Manufacturers National Corporation's Key Employee
Retention Plan****
10.9 Form of Management Continuation Agreement between
registrant and listed officers, October 1987***
10.10 Form of Director Indemnification Agreement between
Comerica Incorporated and its directors, dated April
1987*****
10.11 Employment Continuation Agreement with Eugene A.
Miller****
10.12 Comerica Incorporated Deferred Compensation Plan******
11. Statement regarding Computation of Per Share Earnings .......................... 46
13. The required portions of the registrant's 1994
Annual Report to Shareholders
21. Subsidiaries of the Corporation
23. Consent of Ernst & Young LLP
(b) No reports on Form 8-K were filed by the Corporation during the last
quarter of 1994.
Signatures ...................................................................................... 69
</TABLE>
* This copy of the 1994 Annual Report and Form 10-K does not
include any exhibits. Copies of the listed exhibits will
be furnished to shareholders upon request. Requests should be
directed to Comerica Incorporated, Corporate Secretary, 500
Woodward Avenue, Detroit, Michigan 48226-3391.
** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31,
1987--Commission File Number 0-7269.
*** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991--Commission
File Number 0-7269.
**** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992--Commission
File Number 0-7269.
***** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989--Commission
File Number 0-7269.
****** Incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993--Commission
File Number 0-7269.
8
<PAGE> 10
FORM 10-K: COMERICA INCORPORATED AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) 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 in the City of Detroit,
State of Michigan on the 17th day of March, 1995.
COMERICA INCORPORATED
Eugene A. Miller
Eugene A. Miller
Chairman and Chief Executive Officer
Paul H. Martzowka
Paul H. Martzowka
Executive Vice President and Chief Financial Officer
Arthur W. Hermann
Arthur W. Hermann
Senior Vice President and Controller
(Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated on
March 17, 1995.
BY DIRECTORS
E. Paul Casey
James F. Cordes
J. Philip DiNapoli
Max M. Fisher
John D. Lewis
Patricia Shontz Longe, Ph.D.
Wayne B. Lyon
Gerald V. MacDonald
Eugene A. Miller
Michael T. Monahan
Alfred A. Piergallini
Alan E. Schwartz
Howard F. Sims
9
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document
------- --------
<S> <C>
4.2 Issuing and Paying Agency Agreement
10.4 Benefit Equalization Plan for Employees of Comerica
Incorporated
13 The required portions of the registrant's 1994
Annual Report to Shareholders
21 Subsidiaries of Comerica Incorporated
23 Consent of Ernst & Young, LLP
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 4.2
ISSUING AND PAYING AGENCY AGREEMENT
by and between
COMERICA BANK, as Issuer
and
COMERICA BANK, as Agent
Dated as of June 17, 1994
Relating to Medium-Term Bank Notes
<PAGE> 2
ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement dated as of June 17, 1994 (the
"Agreement") by and between COMERICA BANK, a Michigan banking corporation (the
"Issuer"), and COMERICA BANK, a Michigan banking corporation (together with its
successors and assigns, the "Agent").
The Issuer intends to authorize and issue from time to time, Medium-Term Bank
Notes in fully registered form in an aggregate principal amount at any one time
of up to $4,000,000,000 (the "Notes") for which the Agent by this Agreement
will be designated issuing, paying and calculation agent.
The Issuer has appointed Kidder, Peabody & Co. Incorporated, CS First Boston
Corporation, Salomon Brothers Inc, Lehman Brothers, Inc., and Morgan Stanley &
Co. Incorporated, as the selling agents for the Notes (the "Selling Agents")
pursuant to that certain Distribution Agreement dated of even date herewith
between the Issuer and the Selling Agents (the "Distribution Agreement").
Now, therefore, in consideration of the mutual covenants contained herein,
the Issuer and the Agent agree as follows:
Section 1. Appointment of Agent. The Issuer hereby appoints the
Agent to act, on the terms and conditions specified herein, as issuing and
paying agent and calculation agent for the Notes and the Agent accepts such
appointment subject to the terms of this Agreement.
Section 2. Defined Terms. Capitalized terms defined in the forms
of Fixed Rate Note and Floating Rate Note attached hereto as Exhibits A and B,
respectively, and used without definitions in this Agreement shall have the
respective meanings herein assigned therein.
Section 3. Global Notes: The Depository Trust Company.
Notwithstanding anything herein to the contrary, all Notes shall be represented
by one or more global Notes registered in the name of Cede & Co., as nominee of
The Depository Trust Company ("DTC"), and beneficial ownership of such Notes
will be represented and maintained in book-entry form on the books of DTC.
Section 4. Note Form: Signature. The Issuer from time to time will
furnish the Agent with an adequate supply of Notes to be used as global notes,
which will have the Note number, principal amount, Maturity Date, Original
Issue Date, Initial Redemption
<PAGE> 3
Date and redemption prices and the information called for by clause (a) of
Section 6 hereof left blank. The Agent shall furnish the Issuer with a receipt
for the blank Notes so delivered. Each Note will be signed manually or by
facsimile by an officer or officers of the Issuer duly authorized to sign the
Notes and will be substantially in the form of Exhibit A or B attached hereto
(as applicable). Notes shall have a maturity of between nine (9) months and
fifteen (15) years from date of issue, and shall be issued in minimum
denominations of $1,000,000 and larger denominations in integral multiples of
$1,000. The Agent shall take reasonable steps to assure the safekeeping of the
blank Notes. In addition, the Issuer will, from time to time, provide the
Agent with an adequate supply of CUSIP numbers which will be assigned by the
Issuer and the Agent to each global Note issued.
Section 5. Administrative Procedures. The Agent hereby
acknowledges receipt of a copy of the Administrative Procedures attached as
Exhibit A to the Distribution Agreement (the "Administrative Procedures") and
each of the Agent and the Issuer hereby agrees to abide by and perform the
obligations specified for them in such Administrative Procedures as if they
were set forth herein and made a part hereof and agree that, if the terms
hereof shall conflict with the terms of the Administrative Procedures, the
terms of the Administrative Procedures shall govern.
Section 6. Completion, Authentication and Delivery of Notes.
(a) The Agent shall receive instructions from an
authorized representative listed on Exhibit C hereto of the Issuer
offering Notes (which Exhibit may be amended from time to time by
written notice from the Issuer) (each an "Authorized Representative")
by written instructions via the telecopier regarding the completion
and delivery of some or all of the Notes. Such instructions shall
include the following information (the "Purchase Information") with
respect to each Note and shall be provided no later than 11:00 a.m.
on the trade date:
(i) the name of the person in whose name a Note is to be
registered (the "Registered Owner") which shall, until
the amendment of this Agreement, be Cede & Co., as
nominee of DTC;
(ii) the taxpayer identification number of the Registered
Owner;
(iii) the principal amount;
(iv) the Interest Payment Dates;
(v) the Regular Record Dates;
(vi) the Annual Redemption Percentage Reduction;
(vii) the Holder's Optional Repayment Date(s);
2
<PAGE> 4
(viii) the Maturity Date;
(ix) the Original Issue Date and trade date;
(x) if applicable, the Initial Redemption Date;
(xi) the Annual Redemption Percentage Reduction;
(xii) the Initial Redemption Percentage;
(xiii) the Default Rate;
(xiv) each Selling Agent's commission or, if the Notes are
being purchased directly by a Selling Agent, original
issue discount;
(xv) the amount of the proceeds to be paid to the Issuer or
its designee;
(xvi) the Total Amount of OID, Yield to Maturity, Short
Accrual Period OID, and Method Used to Determine
Yield for Short Accrual Period;
(xvii) delivery instructions;
(xviii) the Selling Agent;
(xix) the CUSIP number to be assigned to each Note;
(xx) If the Note is a Fixed Rate Note, the Interest Rate;
(xxi) If the Note is a Floating Rate Note, the following
information:
(A) the Interest Rate Basis;
(B) the Initial Interest Rate;
(C) the Spread and/or Spread Multiplier;
(D) the Index Maturity;
(E) the Interest Rate Reset Period;
(F) the Interest Rate Reset Dates;
(G) the Interest Payment Period;
3
<PAGE> 5
(H) if applicable, the Maximum Interest Rate; and
(I) if applicable, the Minimum Interest Rate;
(J) the Alternate Rate Event Spread;
(K) the Alternate Rate Spread; and
(L) the Calculation Dates.
(b) Upon the receipt of such instructions and the
information set forth in subsection (a) above, the Agent will confirm
by telephone to an Authorized Representative of the Issuer offering
the Note (other than the Authorized Representative who sent the
instructions by telecopier) the principal amount of the Notes to be so
issued on the date specified in such notice and:
(i) complete each Note as to the information called for by
this Section 6;
(ii) record each Note in the note register maintained by the
Agent pursuant to Section 14 hereof (the "Note
Register");
(iii) cause each Note to be manually authenticated by any one
of the authorized signors of the Agent duly authorized
for such purpose; and
(iv) prior to 4:00 p.m. on the trade date, the Agent shall
enter a Pending Deposit Message through DTC's
Participant Terminal System in accordance with the
Agent's agreement with DTC set forth in the Letter of
Representations of even date herewith from the Issuer
and the Agent to DTC (the "Letter of Representations").
(c) If any Note has been countersigned by one of the
Agent's authorized signors who was duly authorized for such purposes
at the time of execution but who is not so authorized at the time said
Note is to be paid, the Agent is authorized to and will pay the Note
notwithstanding that the authority of said authorized signors has been
terminated.
Section 7. Delivery of Global Notes.
(a) By 10:00 a.m. on the Original Issue Date, DTC
will credit any Notes to be issued to the Agent's participant account
at DTC. The Agent will, by 2:00 p.m. on the Original Issue Date,
enter a Same Day Funds Settlement ("SDFS") deliver order instructing
DTC to debit the Agent's account and credit the Note to the Selling
Agent, if a Selling Agent sold the Note and, if applicable, debit the
Selling Agent's
4
<PAGE> 6
settlement account for the amount of the principal of the Note less
the Selling Agent's commission. The transfer of funds from the
Selling Agent to the Agent (if applicable) will be done by 4:45 p.m.
on the Original Issue Date in accordance with the SDFS procedures in
effect on such date.
(b) With respect to a Note (or portion thereof), if
the Agent does not issue the SDFS deliver order described in the
preceding sentence, or if for any reason the purchaser of such Note
fails to pay the purchase price and the Selling Agent returns such
Note to the Agent, the Agent may deliver a withdrawal message
instructing DTC to debit such Note (or portion thereof) from the
Agent's account. Following the processing of any withdrawal message
by DTC, the Agent will adjust its records to reflect the cancellation
of such Note (or portion thereof).
Section 8. Proceeds of Sale of Notes. Proceeds received by a
Selling Agent in payment for Notes shall be paid by such Selling Agent to the
Issuer. The Agent shall have no liability whatsoever to any party if a Selling
Agent fails to pay the Issuer of the Notes for such Notes in whole or in part,
for any reason, unless such failure is caused by the failure of the Agent to
comply with the Issuer's instructions as set forth in Section 6 and Section 7
above.
Section 9. Payment of Interest. Interest payments on each Note
will be made on the Interest Payment Dates provided for in such Note, and in
each case, at maturity (together with principal). Notwithstanding the
foregoing, if the Original Issue Date occurs either on an Interest Payment Date
or between a Record Date and the next succeeding Interest Payment Date, the
first payment of interest on any such Note will be made on the Interest Payment
Date following the next succeeding Record Date. Interest with respect to Fixed
Rate Bank Notes will begin to accrue on the Original Issue Date and will be
calculated on the basis of a 360-day year of twelve 30-day months. Interest
with respect to Floating Rate Bank Notes will begin to accrue on the Original
Issue Date and will be calculated by the Agent in accordance with the
provisions set forth in the form of each such Note, for the applicable Interest
Rate Basis specified on the face of each thereof, and this Agreement. Subject
to the receipt of funds as provided in Section 13 hereof, all interest payments
on any Note will made by wire transfer to such account as has been
appropriately designated to the Agent by the holder entitled to such payments.
Section 10. Payment of Principal. Subject to receipt of funds as
provided in Section 13 hereof, the Agent shall pay the principal amount
together with accrued interest on any Note upon maturity, repayment or
redemption ("Final Payout"). Upon maturity of any Note, the Agent shall make a
Final Payout upon presentation and surrender to the Agent of the appropriate
Note by the registered holder. If the registered holder elects to have any
Note repaid, the Agent shall make a Final Payout upon presentation and
surrender to the Agent of the appropriate Note by the registered holder, along
with a completed Option to Elect Repayment. Finally, if an Issuer elects to
redeem any Note, the Agent shall make a Final Payout to the registered holder
if the Issuer provides written notice of
5
<PAGE> 7
redemption to the Agent. Principal and interest due on a Note at Maturity or
upon repayment or redemption will be paid in immediately available funds
against presentation and surrender of the Note by the registered holder at the
office of the Agent at Comerica Bank, 411 West Lafayette, 4th Floor, Detroit,
Michigan 48226, Attn: Corporate Trust Department. The Agent will mark the
Note "CANCELED" and remit it directly to the Issuer.
Section 11. Information Regarding Amounts Due. Promptly following
each Record Date, the Agent will furnish the Issuer a list of interest payments
to be made on the following Interest Payment Date for each Note and in total.
The Agent will provide to the Issuer by the fifteenth day of each month a list
of the principal and interest to be paid on Notes maturing in the next
succeeding month.
Section 12. Calculation of Interest: Reference Banks and Dealers:
Other Information Regarding the Notes.
(a) The Agent shall, in its capacity as calculation
agent (the "Calculation Agent"), calculate, on or prior to each
Calculation Date, the Interest Rate applicable to each Floating Rate
Note, and promptly cause to be forwarded to the Issuer the following
information (as appropriate) regarding the Interest Rate so calculated
for such Floating Rate Note:
(i) Interest Rate Basis;
(ii) Spread and/or Spread Multiplier;
(iii) the existing Interest Rate;
(iv) Index Maturity;
(v) the Interest Reset Date on which the new Interest Rate
will take effect;
(vi) the Interest Determination Date; and
(vii) if applicable, the reference banks, commercial paper
dealers or government securities dealers used in the
calculations.
All determinations of Interest Rates by the Calculation Agent shall,
in the absence of manifest error, be conclusive for all purposes and
binding on holders of the Notes.
(b) At the request of the holder of any Floating Rate
Note, the Calculation Agent shall provide to such holder, if
determined, the Interest Rate then in effect for such Note, and, if
determined, the Interest Rate which will become effective as of the
next Interest Reset Date.
6
<PAGE> 8
(c) The Issuer from time to time shall appoint
reference banks, commercial paper dealers or government securities
dealers as required by Floating Rate Notes and the Issuer shall notify
the Calculation Agent as to the reference banks, commercial paper
dealers or government securities dealers so appointed. The
Calculation Agent shall not be responsible to the Issuer or any third
party for any failure of any reference bank, commercial paper dealer
or government securities or as a result of the Calculation Agent
having acted (except in the event of gross negligence, wilful
misconduct or bad faith) on any quotation or other information given
by any reference bank, commercial paper dealer or government
securities dealer.
(d) The Agent shall provide to the Issuer reports,
semiannually, with respect to Note issuances and outstandings. The
Agent shall use reasonable efforts to provide its customary reports
upon request by the Issuer and to the extent that such reports are
available.
Section 13. Deposit of Funds. The Issuer shall, by 9:30 a.m. on
each Interest Payment Date, pay to the Agent an amount in immediately available
funds sufficient to pay all interest due on the Notes on such Interest Payment
Date and shall, by 9:30 a.m. on each Maturity Date, or date fixed for
redemption or repayment, of any Note, pay to the Agent an amount in immediately
available funds sufficient to pay the principal of any Note maturing or being
redeemed or repaid on such date and interest accrued thereon to such Maturity
Date or date of redemption or repayment.
Section 14. Registration: Transfer.
(a) The Agent shall maintain a note register (the
"Note Register"), in which it shall register the names, addresses and
taxpayer identification numbers of the holders of the Notes and shall
register the transfer of Notes. The Agent, upon request, shall permit
the Issuer to inspect the Note Register during the Agent's normal
business hours.
(b) Transfers of book-entry Note(s) will be
accomplished by book entries made by DTC and, in turn, by participants
acting on behalf of beneficial transferrers and transferees of such
Note(s).
(c) Exchanges of global Notes will be made by the
Agent, from time to time, to consolidate any outstanding global Notes
with terms which are identical except for the Original Issue Date and
the initial CUSIP number assigned to such Notes. Any such exchanges
will be made upon at least 30 days notice to DTC and the CUSIP Service
Bureau. On the specified exchange date, the Agent will exchange the
similar global Notes for a new global Note and adjust its records to
reflect such exchanges.
7
<PAGE> 9
(d) In connection with any registration or transfer
of Notes, the Issuer and the Agent may require payment of a sum
sufficient to cover any applicable tax or other governmental charge.
Section 15. Persons Deemed Owners. Prior to due presentment of a
Note for registration or transfer, the Issuer, the Agent and any agent of the
Issuer or the Agent may treat the person in whose name such Note is registered
as the absolute owner of such Note for the purpose of receiving payments of
principal and interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Issuer nor the
Agent shall be affected by notice to the contrary.
Section 16. Mutilated, Lost, Stolen or Destroyed Notes. ln case any
Note shall become mutilated or destroyed, lost or stolen, the Issuer in its
discretion may execute and upon its request the Agent shall authenticate and
deliver a new Note of like tenor and principal amount having a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Note or in lieu of and substitution for the Note destroyed, lost or stolen. In
every case the applicant for a substituted Note shall furnish to the Issuer and
to the Agent such security or indemnity as may be required by them to save each
of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuer and to the Agent evidence to their
satisfaction of the destruction, loss or theft of such Note and of the
ownership thereof. The Agent may authenticate any such substituted Note and
deliver the same upon the written request or authorization of an officer of the
Issuer. Upon the issuance of any substituted Note, the Issuer may require the
holder thereof to pay a sum sufficient to cover any expense connected
therewith. In case any Note which has matured or has been redeemed or is
within thirty days of maturity or redemption shall become mutilated or be
destroyed, lost or stolen, the Issuer may, instead of issuing a substitute
Note, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Note) if the applicant for such payment shall
furnish the Issuer and the Agent with such security or indemnity as may be
required by them to save each of them harmless, and, in the case of
destruction, loss or theft, evidence to the satisfaction of the Issuer of the
destruction, loss or theft of such Note and of the ownership thereof. All
applications under this Section shall be processed by the Agent.
Section 17. Return of Unclaimed Funds. Any money deposited with the
Agent and remaining unclaimed for two years after the date upon which the last
payment of principal or interest on any Note to which such deposit relates
shall have become due and payable, upon the request of the Issuer, shall be
repaid to the Issuer by the Agent, and the holder of any Note entitled to
receive payment thereof shall thereafter look only to the Issuer for the
payment thereof and all liability of the Agent with respect to such money shall
thereupon cease. The substance of the provisions of this Section 17 shall be
set forth in the text of each Note, as applicable.
Section 18. Cancellation of Unissued Discharge. Upon the written
request of the Issuer, the Agent shall cancel and return to the Issuer all
unissued Notes in its
8
<PAGE> 10
possession at the time of such request.
Section 19. Reliance on Instructions. The Agent shall not incur any
liability to the Issuer in acting hereunder on instructions from an Authorized
Representative of the Issuer contemplated hereby which the Agent believed in
good faith to have been properly given.
Section 20. Information Furnished by the Agent. Upon the reasonable
request of the Issuer, given in writing at any time and from time to time, the
Agent shall promptly provide the Issuer with information with respect to Notes
issued hereunder to the extent such information is reasonably available.
Section 21. Compensation. Expenses and Indemnification. The Agent
shall be entitled to reasonable compensation for its services pursuant to its
current fee schedule, and to reimbursement for any expenses reasonably
incurred. The Issuer shall be entitled to notice of any change in Agent's fee
schedule.
Section 22. Miscellaneous.
22.1 Term of Agreement.
(a) This Agreement will automatically terminate upon
the final maturity of the Notes issued hereunder, and may be
terminated by either party upon giving thirty (30) days written notice
to the other parties.
(b) Notwithstanding any provision to the contrary,
upon termination of this Agreement, all obligations of the Agent
hereunder shall cease and any funds held by the Agent for payment
hereunder shall be returned to the Issuer.
22.2 Communications. All communications delivered under this
Agreement shall be in writing (including telex, telecopy or similar writing),
unless otherwise provided, and shall be delivered to such party as set forth
below:
If addressed to the Issuer:
Comerica Bank
500 Woodward Avenue
Detroit, Michigan 48226
Attention: Robert C. Shrosbree
Telephone Number: (313) 222-9350
Telecopier Number: (313) 222-9480
If addressed to the Agent:
9
<PAGE> 11
Comerica Bank
411 W. Lafayette
4th Floor
Detroit, MI 48226
Attention: Corporate Trust Department
Telephone Number: (313) 222-4380
Telecopier Number: (313) 222-2985
or such other address, telecopier or telephone number as such party may
hereafter specify for such purposes. Each notice will be effective when
received at the address above.
22.3 Entire Agreement. This Agreement contains the entire
agreement between the parties relating to the subject matter hereof, and there
are no other representations, endorsements, promises, agreements or
understandings, oral, written or implied, between the parties relating to the
subject matter hereof, except for agreements relating to compensation of the
Agent.
22.4 Benefits. Nothing herein, express or implied, shall
give any person, other than the Issuer, the Agent, and their respective
successors and assigns, any benefit of any legal or equitable right, remedy or
claim hereunder.
22.5 Amendment: Waiver. This Agreement may be amended at any
time by the mutual consent of the parties.
22.6 Successors and Assigns. Subject to Section 22.1 hereof,
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the respective successors and assigns of each of the Issuer and
the Agent.
22.7 Severability. If any clause, provision or section
hereof shall be ruled invalid or unenforceable by any court of competent
jurisdiction, the invalidity or unenforceability of such clause, provision or
section shall not affect any of the remaining clauses, provisions or sections
hereof.
22.8 Execution in Counterparts. This Agreement may be
executed in counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
22.9 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Michigan.
22.10 Signature by Telecopier. Counterpart copies of this
Agreement may be signed by all parties and exchanged by telecopier.
Counterpart copies so signed and exchanged shall be fully binding. Counterpart
originals of this Agreement may concurrently
10
<PAGE> 12
be manually signed by all parties and shall be exchanged by U.S. Mail or
express service at the earliest possible date.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the date first above written.
ISSUER
Attest: COMERICA BANK
/s/ ROBERT C. SHROSBREE /s/ PAUL H. MARTZOWKA
_________________________________ By:_______________________________
EXECUTIVE VICE PRESIDENT
AND CHEIF FINANCIAL OFFICER
Its:______________________________
AGENT
Attest: COMERICA BANK
/s/ ROBERT C. SHROSBREE /s/ M. KARAN
________________________________ By:_____________________________
VICE PRESIDENT
Its:____________________________
11
<PAGE> 13
EXHIBIT C
1) Ronald Marks
2) Mike Cameron
3) Paul Martzowka
4) Mike Michalak
5) Any of the officers or employees designated by the above referenced
officers.
12
<PAGE> 1
Exhibit 10.4
BENEFIT EQUALIZATION PLAN FOR
EMPLOYEES OF COMERICA INCORPORATED
PREAMBLE
Comerica Incorporated maintains the Comerica Incorporated Retirement Plan
and Manufacturers National Corporation formerly maintained the Manufacturers
National Corporation Pension Plan. In June of 1992, Manufacturers National
Corporation merged into Comerica Incorporated. Effective as of December 31,
1993, the Manufacturers National Corporation Pension Plan was merged into the
Comerica Incorporated Retirement Plan.
Effective as of October 28, 1980, Comerica Incorporated established the
"Comerica Incorporated Nonqualified Retirement Income Guarantee Plan", the
purpose of which is to restore benefits not available to participants of the
Comerica Incorporated Retirement Plan due to tax law limitations.
Manufacturers National Corporation established the "Benefit Equalization Plan
For Employees of Manufacturers National Corporation" effective as of January 1,
1983 in order to restore benefits not available to participants of the
Manufacturers National Corporation Pension Plan due to tax law limitations.
Due to the merger of the Manufacturers National Corporation Pension Plan
into the Comerica Incorporated Retirement Plan the raison d'etre for the
Benefit Equalization Plan For Employees of Manufacturers National Corporation
disappeared. As a consequence, the Board of Directors of Comerica Incorporated
approved the merger
-1-
<PAGE> 2
of the Comerica Incorporated Nonqualified Retirement Income Guarantee Plan into
the Benefit Equalization Plan For Employees of Manufacturers National
Corporation, the renaming of the latter plan as the Benefit Equalization Plan
For Employees of Comerica Incorporated and the amendment and restatement of
such plan as renamed to provide as set forth herein.
-2-
<PAGE> 3
Section 1. Purpose and Effective Date.
The sole purpose of this Plan is to assure that Participants who have a
vested right to receive benefits under the Qualified Plan will receive the same
value of benefits they would receive but for the limitations on contributions
and benefits contained in ERISA and Sections 401(a)(17), 415 and 416 of the
Code, and, also, but for the nonrecognition under the Qualified Plan of
deferred incentive compensation under the Manufacturers Incentive Compensation
Plans. This Plan is not intended to and shall not be construed so as to
provide any Participant receiving benefits under the Qualified Plan, and where
applicable, this Plan, with benefits which, in the aggregate, either have a
greater or lesser value than the benefit which would result from the
calculation made under the applicable provisions of the Qualified Plan without
giving effect to the benefit limitation provisions of ERISA and the Code and
regulations promulgated thereunder, or the nonrecognition of compensation
deferred under the Manufacturers Incentive Compensation Plans. The provisions
of this restated Plan shall be effective as of December 31, 1993.
-3-
<PAGE> 4
Section 2. Definitions.
The following words and phrases, wherever capitalized, shall have the
following meanings respectively:
A. "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
B. "Company" means Comerica Incorporated, a Delaware corporation.
C. "ERISA" means the Employee Retirement Income Security Act of 1974
(Public Law 93-406), as from time to time amended.
D. "Manufacturers Incentive Compensation Plans" means the following
plans: (i) the Manufacturers National Corporation Executive Incentive Plan;
(ii) the Manufacturers National Corporation Trust Investment Incentive Plan;
(iii) the Manufacturers National Corporation Institutional Trust Sales and
Servicing Plans; (iv) the Manufacturers National Corporation Private Banking
Sales and Servicing Plans; (v) the Manufacturers National Corporation incentive
plans for: Foreign Exchange Trading, Mergers and Acquisitions, and Commercial
Mortgage Banking Services; and (vi) any similar incentive compensation plans
formerly maintained by Manufacturers National Corporation for employees of its
business units as determined by the Company's Employee Benefits Committee.
E. "Participant" means an individual who at the time in question is
participating in the Plan pursuant to Section 3.
-4-
<PAGE> 5
F. "Plan" means the plan set forth herein which is to be known as the
"Benefit Equalization Plan For Employees of Comerica Incorporated."
G. "Qualified Plan" means the Comerica Incorporated Retirement Plan
(1994 Amendment and Restatement).
-5-
<PAGE> 6
Section 3. Eligibility and Participation.
Any participant of the Qualified Plan whose benefits thereunder are
limited by the provisions of Sections 401(a)(17), 415 and/or 416 of the Code or
by the nonrecognition under the Qualified Plan of compensation deferred under
any of the Manufacturers Incentive Compensation Plans shall automatically
participate in and accrue benefits under this Plan.
-6-
<PAGE> 7
Section 4. Amount of Benefits.
The benefits payable under this Plan shall equal the excess, if any, of:
(a) the benefits which would have been paid to such Participant for his
or her life only at normal retirement under the Qualified Plan if the
provisions of such plan were administered and benefits paid without
regard to the special benefit limitations added to such plan to
conform it to Sections 401(a)(17), 415 and 416 of the Code, and
including in the benefit calculation compensation of the Participant
which was deferred under the Manufacturers Incentive Compensation
Plans and which is not otherwise recognized under the Qualified Plan,
over
(b) the benefits which would be payable to such Participant for his or
her life only at normal retirement under the Qualified Plan;
such excess then to be converted to its actuarial equivalent (as that term is
defined in the Qualified Plan) to account for (i) the benefit commencement date
of the benefit under this Plan, using the early retirement pension reduction
factors set forth in the Qualified Plan, and (ii) the payment method determined
pursuant to the following paragraph and computed in each case on the assumption
that the assets in the Qualified Plan are sufficient to pay all vested
benefits. (If the benefit commencement date under this Plan is earlier than
the earliest date upon which benefits are payable to such Participant under the
Qualified Plan, then such excess
-7-
<PAGE> 8
shall be further reduced by 5/12 percent for each month or fraction thereof
from the commencement of the benefit under this Plan until the date on which
such Participant would attain age 55.)
Calculation of the amount of benefits under this Plan shall disregard the
method of payment selected by the Participant under the Qualified Plan. The
method of payment under this Plan shall be in the form of a 50% joint and
survivor annuity with the Participant's spouse as the joint annuitant. The
benefit under this Plan shall be calculated using the age of the joint
annuitant (if any) at the date benefits commence under this Plan. If the
Participant has no spouse, then the benefit under this Plan shall be paid in
the form of an annuity for the life of the Participant.
Nothing herein shall restrict the right of the Company to amend the
Qualified Plan and the computations under this section shall be made according
to the terms of the Qualified Plan in effect at the time the benefits first
become payable.
-8-
<PAGE> 9
Section 5. Payment of Benefits and Establishment of Trust.
A. Payment of benefits under this Plan shall commence on the first day
of the month next succeeding the day on which the Participant terminates
employment with the Company.
B. The Company may establish a Trust to be entitled "Trust for the
Benefit Equalization Plan for Employees of Comerica Incorporated" with Comerica
Bank of Detroit, Michigan as Trustee. If the Company establishes a Trust, the
Company intends, but is not obligated to, fund the Trust with an amount which,
on the same actuarial basis employed with respect to the funding of the
Qualified Plan, is expected to provide funds equal to the sum of the expected
benefits under this Plan. The Company shall augment the funds in the Trust
from time to time as required. The assets of the Trust shall at all times be
subject to levy by the Company's general creditors and Participants of this
Plan shall have no greater right to the Trust assets than other unsecured
general creditors of the Company.
-9-
<PAGE> 10
Section 6. Rights of Employees.
A. Except to the extent provided in Section 7 below, no employee or
spouse or beneficiary of an employee shall at any time have any vested rights
to receive the benefits provided by this Plan.
B. No right or interest of any Participant in the Plan shall be
assignable or transferable, otherwise than by will or the laws of descent or
pursuant to a beneficiary designation, nor shall such right or interest be
subject to any lien directly, by operation of law, or otherwise, including
execution, levy, garnishment, attachment, pledge and bankruptcy.
-10-
<PAGE> 11
Section 7. Amendment and Discontinuance.
The Company expects to continue this Plan indefinitely, but reserves the
right to amend or discontinue it if, in its sole judgment, such an amendment or
discontinuance is deemed necessary or desirable. In the event the Company does
amend or discontinue this Plan, the Company shall be liable for any benefits
that shall have accrued under this Plan to those persons who are eligible under
Section 3 as of the date of such amendment or discontinuance, such accrued
benefits to be determined as though the employee had terminated employment at
the date of such amendment or discontinuance.
-11-
<PAGE> 12
Section 8. Administration.
A. This Plan shall be administered by the Employee Benefits Committee of
the Company as an unfunded plan which is not intended to meet the qualification
requirements of Section 401 of the Code. The Committee shall have full power
to construe and interpret the Plan, and the Committee's decisions in all
matters involving the interpretation and application of this Plan shall be
conclusive. The claims procedure of the Qualified Plan shall apply to this
Plan.
B. The Plan shall at all times be maintained by the Company and
administered by the Committee as a plan wholly separate from the Qualified
Plan.
-12-
<PAGE> 13
Section 9. Additional Benefit.
In addition to the purpose of Section 1 of this Plan, this Section shall,
for individuals who are (or may be later) specifically named by resolution of
the Board of Directors of the Company, increase the benefit determined under
Section 4(a) of this Plan by including in the benefit calculation all of the
individual's service with the Company (and its predecessors) from the date of
the individual's initial participation in the Qualified Plan until the
individual's retirement date and disregarding any breaks in service occurring
before January 1, 1990; provided, however, that each named individual shall be
entitled to an additional benefit derived from this Section only if the
individual's employment with the Company continues until or after the date he
or she attains age 62.
Each individual who is specifically named by resolution of the Board of
Directors to be entitled to the benefit established by this Section shall
receive such benefits upon the condition that during the period such individual
is entitled to payments of deferred compensation under this Section, he will
not directly or indirectly enter into or engage in any banking or related
businesses in the geographic area served by the Company either as an individual
on his own account, as a partner or joint venturer, as an employe or agent, or
as an officer or director of a competing organization.
The Compensation Committee of the Board of Directors of the Company may,
in its sole discretion and by way of a resolution of
-13-
<PAGE> 14
the Committee, waive or modify the age 62 employment requirement and the
noncompetition requirement for any named individual as well as any other
restrictions imposed on the individuals by the provisions hereof. Any
additional benefit derived from this Section shall be treated as a benefit
payable under Section 4 for the purpose of Sections 4, 5, 6, and 7 of this
Plan.
-14-
<PAGE> 1
EXHIBIT 13
SUBSIDIARY DATA: COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
Year Ended December 31 California* Florida Illinois* Michigan Texas
(dollar amounts in millions) 1994 1993 1994 1993 1994 1993 1994 1993 1994 1993
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EARNINGS SUMMARY
Total interest income $ 121 $ 65 $ 10 $ 7 $ 113 $ 103 $ 1,658 $ 1,430 $ 222 $ 195
Total interest expense 32 13 4 2 39 35 742 547 65 54
Net interest income 89 52 6 5 74 68 916 883 157 141
Provision for loan losses 7 7 -- 1 4 5 35 53 8 4
Securities gains -- -- -- -- -- -- 3 2 -- --
Noninterest income
(excluding securities gains) 17 6 8 8 11 11 460 383 42 43
Noninterest expenses 68 36 16 12 63 59 822 785 129 127
Provision for income
taxes (credit) 14 6 (1) -- 3 3 149 131 20 16
Net income (loss) 17 9 (1) -- 15 12 373 299 42 37
YEAR-END BALANCES
Total assets $1,975 $ 1,151 $ 159 $ 109 $ 1,502 $ 1,410 $27,005 $24,913 $ 3,454 $ 3,108
Total earning assets 1,705 1,031 143 97 1,373 1,307 25,129 23,093 3,004 2,813
Total loans 1,291 823 125 84 1,135 1,057 17,685 15,659 1,977 1,659
Allowance for loan losses 30 13 2 2 15 15 241 236 37 35
Total deposits 1,409 693 79 65 1,015 1,011 17,418 16,690 2,621 2,557
Total borrowings 308 348 64 29 319 244 7,738 6,397 492 238
Medium- and long-term debt -- -- -- -- 250 -- 3,697 1,309 2 2
Common shareholder's equity 234 104 15 13 159 151 1,652 1,626 324 298
DAILY AVERAGE BALANCES
Total assets $1,796 $ 988 $ 137 $ 89 $ 1,459 $ 1,408 $25,455 $22,124 $ 3,227 $ 2,991
Total earning assets 1,555 900 126 79 1,345 1,297 23,825 20,501 2,870 2,677
Total loans 1,152 733 107 61 1,088 985 16,183 15,123 1,780 1,601
Total deposits 1,303 626 68 63 1,011 1,080 16,526 16,431 2,487 2,568
Total borrowings 269 258 53 11 287 175 7,070 3,844 416 127
Medium- and long-term debt -- -- -- -- 154 -- 2,403 917 2 7
Common shareholder's equity 199 100 14 13 156 145 1,673 1,665 307 275
STATISTICAL DATA
Return on average assets 0.95% 0.93% (0.90)% 0.25% 1.00% 0.88% 1.47% 1.35% 1.30% 1.24%
Return on average assets
(excluding purchase accounting) 1.22 1.09 (0.04) 0.91 1.17 1.06 1.49 1.38 1.50 1.36
Return on average equity 8.59 9.20 (8.60) 1.72 9.35 8.55 22.35 17.94 13.68 13.44
Return on average equity
(excluding purchase accounting) 16.06 12.84 (0.69) 12.28 12.73 12.44 23.67 19.31 18.58 17.20
Average equity to average assets 11.09 10.11 10.42 14.65 10.69 10.33 6.57 7.53 9.52 9.19
Tier 1 capital 9.91 10.54 12.31 10.37 10.76 10.85 7.45 7.64 10.41 11.63
Total capital 11.17 11.79 13.57 11.64 11.94 12.11 10.98 10.75 11.66 12.89
Tier 1 leverage 7.80 8.62 7.51 7.56 9.32 9.22 6.34 6.52 7.88 8.83
Number of employees
(full-time equivalent)+ 775 314 109 105 687 708 9,936 10,209 1,570 1,334
* Amounts include loans participated to the Michigan bank.
+ Michigan number includes employees working in states other than California, Florida, Illinois and Texas.
</TABLE>
17
<PAGE> 2
TABLE 1: SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31
(dollar amounts in millions, except per share data) 1994 1993 1992 1991 1990
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EARNINGS SUMMARY
Total interest income $ 2,092 $ 1,783 $ 1,933 $ 2,268 $ 2,282
Net interest income 1,230 1,134 1,121 1,050 927
Provision for loan losses 56 69 111 105 100
Securities gains 3 2 6 5 2
Noninterest income (excluding securities gains) 464 460 405 380 346
Noninterest expenses 1,059 1,038 1,092 945 848
Net income 387 341 240 280 248
PER SHARE OF COMMON STOCK
Primary net income $ 3.28 $ 2.85 $ 1.99 $ 2.41 $ 2.25
Fully diluted net income 3.28 2.85 1.98 2.38 2.23
Cash dividends declared 1.24 1.07 0.96 0.92 0.87
Common shareholders' equity 20.46 18.99 17.38 16.30 14.52
YEAR-END BALANCES
Total assets $33,430 $30,295 $27,556 $28,989 $26,815
Total earning assets 30,606 27,852 25,131 26,594 24,414
Total loans 22,209 19,100 18,215 17,269 16,503
Total deposits 22,432 20,950 21,200 21,142 20,699
Total borrowings 8,303 6,861 3,963 5,522 4,016
Medium- and long-term debt 4,098 1,461 741 306 331
Common shareholders' equity 2,392 2,182 2,058 1,898 1,583
DAILY AVERAGE BALANCES
Total assets $31,451 $27,236 $26,510 $26,365 $24,332
Total earning assets 29,038 25,012 24,510 24,374 22,351
Total loans 20,211 18,307 17,447 16,622 15,477
Total deposits 21,325 20,721 20,913 20,785 19,381
Total borrowings 7,527 4,105 3,275 3,380 2,924
Medium- and long-term debt 2,708 1,087 414 323 348
Common shareholders' equity 2,313 2,136 1,957 1,741 1,485
RATIOS
Return on average assets 1.23% 1.25% 0.91% 1.06% 1.02%
Return on average common shareholders' equity 16.74 15.94 12.10 15.90 16.47
Dividend payout ratio 37.47 36.82 45.51 33.73 31.95
Common shareholders' equity as a percent of average assets 7.35 7.84 7.38 6.60 6.11
</TABLE>
18
<PAGE> 3
HIGHLIGHTS
Net income was $387 million, or $3.28 per share, for 1994, compared to $341
million, or $2.85 per share, for 1993. In 1992, net income was $240 million, or
$1.99 per share, including a $92 million ($0.77 per share) after-tax
restructuring charge related to the merger with Manufacturers National
Corporation (Manufacturers) in June 1992.
(Return on Assets Graph)
Return on average common shareholders' equity (ROE) was 16.74 percent
in 1994, compared to 15.94 percent in 1993 and 12.10 percent in 1992. Return
on average assets was 1.23 percent in 1994, 1.25 percent in 1993 and 0.91
percent in 1992.
In the second quarter, the board of directors increased the quarterly
dividend 14 percent to $0.32 per share. Total cash dividends declared per
common share were $1.24 in 1994, compared to $1.07 in 1993 and $0.96 in 1992.
Total average assets increased 16 percent in 1994 to $31.5 billion.
This increase was due primarily to acquisitions and growth in the commercial
loan and investment securities portfolios. Average common shareholders' equity
was $2.3 billion in 1994, an increase of 8 percent from 1993.
In March 1994, the Corporation acquired the $1 billion Pacific Western
Bancshares (Pacific Western) in San Jose, California, for $121 million of
common stock. Additionally, in August 1994, the Corporation acquired the $332
million Lockwood Banc Group (Lockwood) in Houston, Texas, for $44 million in
cash. Both transactions were treated as purchase combinations for accounting
purposes.
In December 1994, the Corporation and Munder Capital Management
(Munder) in Troy, Michigan, entered into a joint venture combining the
Corporation's investment management subsidiaries with Munder to form a money
management firm with $30 billion in assets under management, operating under
the Munder name. The Corporation holds a minority interest in the partnership.
The Corporation entered into an Agreement and Plan of Merger in October
1994 to acquire the $460 million University Bank & Trust in Palo Alto,
California, for approximately $70 million of common stock. The acquisition is
expected to be completed in the first half of 1995, subject to regulatory
approvals, and is anticipated to be accounted for as a purchase.
EARNINGS PERFORMANCE
NET INTEREST INCOME
Net interest income on a fully taxable equivalent basis (FTE) is the difference
between interest earned on assets, including certain yield-related fees, and
interest paid on liabilities, with adjustments made to present yields on
tax-exempt assets as if such income was fully taxable. In 1994, FTE net
interest income provided 72.9 percent of the Corporation's net revenues,
compared to 71.6 percent in 1993 and 73.8 percent in 1992.
(Net Interest Income Graph)
Total FTE net interest income increased 8 percent during the year,
while the net interest margin decreased 33 basis points to 4.32 percent. The
decline in the margin was due principally to the addition of fixed rate
securities late in 1993 and early in 1994. These purchases were funded by
higher costing non-core deposit liabilities. This has resulted in a slightly
liability sensitive position, reducing the margin during the recent rising rate
environment. In 1994, average purchased funds increased by $3.4 billion to $7.5
billion.
19
<PAGE> 4
TABLE 2: ANALYSIS OF NET INTEREST INCOME-FTE
<TABLE>
<CAPTION>
1994 1993 1992
------------------------- ------------------------- --------------------------
Average Average Average Average Average Average
(dollar amounts in millions) Balance Interest Rate Balance Interest Rate Balance Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial loans $ 9,598 $ 709 7.38% $ 8,473 $ 556 6.56% $ 7,753 $ 542 6.98%
International loans 1,107 62 5.58 897 45 5.04 710 41 5.70
Real estate construction loans 403 32 7.85 441 29 6.63 503 35 7.00
Commercial mortgage loans 2,916 248 8.52 2,629 213 8.10 2,368 202 8.54
Residential mortgage loans 2,175 162 7.46 1,979 169 8.57 2,297 219 9.53
Consumer loans 3,795 358 9.44 3,697 369 9.98 3,625 400 11.03
Lease financing 217 14 6.48 191 14 7.34 191 17 8.89
----------------------- ----------------------- ----------------------
Total loans (1) 20,211 1,585 7.84 18,307 1,395 7.62 17,447 1,456 8.34
Investment securities available for sale (2) 3,044 168 5.50 n/a n/a n/a n/a n/a n/a
Taxable securities 4,498 276 6.15 4,893 305 6.23 4,579 356 7.77
Securities exempt from federal income taxes 462 49 10.51 619 64 10.25 794 82 10.35
----------------------- ----------------------- ----------------------
Total investment securities held
to maturity 4,960 325 6.55 5,512 369 6.70 5,373 438 8.16
Interest-bearing deposits with banks 552 22 3.96 814 28 3.41 1,017 45 4.43
Federal funds sold and securities purchased
under agreements to resell 116 5 4.06 135 4 2.99 399 15 3.67
Trading account securities 5 -- 1.67 12 1 6.76 78 3 3.99
Mortgages held for sale 150 11 7.31 232 15 6.38 196 14 7.34
----------------------- ----------------------- ----------------------
Total earning assets 29,038 2,116 7.28 25,012 1,812 7.25 24,510 1,971 8.04
Cash and due from banks 1,532 1,490 1,322
Allowance for loan losses (322) (311) (291)
Accrued income and other assets 1,203 1,045 969
----------------------- ----------------------- ----------------------
Total assets $ 31,451 $27,236 $26,510
======================= ======================= ======================
NOW accounts $ 1,805 30 1.66 $ 1,657 37 2.23 $ 1,470 42 2.83
Money market deposit accounts 4,787 143 2.99 4,723 129 2.73 4,553 152 3.34
Savings deposits 2,536 53 2.08 2,494 67 2.67 2,181 72 3.31
Certificates of deposit 5,681 239 4.21 6,161 254 4.13 7,245 372 5.14
Foreign office deposits (3) 1,816 78 4.28 1,306 43 3.29 1,668 69 4.11
----------------------- ----------------------- ----------------------
Total interest-bearing deposits 16,625 543 3.26 16,341 530 3.24 17,117 707 4.13
Federal funds purchased and securities
sold under agreements to repurchase 2,817 121 4.31 1,586 47 3.01 1,553 53 3.44
Other borrowed funds 2,002 79 3.92 1,432 41 2.88 1,308 46 3.52
Medium- and long-term debt 2,708 148 5.46 1,087 63 5.77 414 30 7.18
Other (4) -- (29) -- -- (32) -- -- (24) --
----------------------- ----------------------- ----------------------
Total interest-bearing sources 24,152 862 3.57 20,446 649 3.18 20,392 812 3.98
Noninterest-bearing deposits 4,700 4,380 3,796
Accrued expenses and other liabilities 286 274 327
Preferred stock -- -- 38
Common shareholders' equity 2,313 2,136 1,957
----------------------- ----------------------- ----------------------
Total liabilities and
shareholders' equity $ 31,451 $27,236 $26,510
======================= ======================= ======================
Net interest income/Rate spread (FTE) $ 1,254 3.71 $1,163 4.07 $1,159 4.06
======= ====== ======
FTE adjustment (5) $ 24 $ 29 $ 38
Impact of net noninterest-bearing ======= ====== ======
sources of funds 0.61 0.58 0.67
----------------------- ----------------------- ----------------------
Net interest margin (as a percent of
average earning assets) (FTE) 4.32% 4.65% 4.73%
======================= ======================= ======================
</TABLE>
(1) Nonaccrual loans are included in average balances reported and are used
to calculate rates.
(2) All investment securities available for sale are taxable.
(3) Includes substantially all deposits by foreign depositors; deposits are
in excess of $100,000.
(4) Net interest rate swap income. If swap income/expense were allocated,
average rates on total loans would have been 7.75% in 1994 and 7.42% in
1993; average rates on medium- and long-term debt would have been 5.10%
in 1994 and 5.94% in 1993. The impact of swap income/expense on 1992
average rates is not meaningful due to the merger with Manufacturers in
June 1992.
(5) The FTE adjustment is computed using a federal income tax rate of 35% in
1994 and 1993 and 34% in 1992.
n/a-Not applicable
20
<PAGE> 5
Total FTE net interest income increased to $1,254 million in 1994,
compared to $1,163 million and $1,159 million in 1993 and 1992, respectively.
Average earning assets rose 16 percent in 1994, positively impacting net
interest income, although only partially offsetting the impact of margin
compression caused by the rising cost of funds. The higher earning assets were
concentrated primarily in loans. Earning asset yields were relatively flat
compared to last year, although commercial loans, whose yields typically move
more quickly with interest rate changes than consumer and residential loans,
experienced higher yield growth.
Total FTE net interest income in 1993 was flat compared to 1992 due to
the offsetting effects of nominal growth in average earning assets and declining
yields on some asset categories where high levels of prepayments were
experienced. Average loans as a percent of average earning assets increased to
73 percent in 1993 from 71 percent in 1992. The net interest margin in 1993 was
impacted positively by lower costing purchased funds which provided funding to
replace investment deposit run-off.
Net interest margin risk typically is related to several events,
including loan and deposit spread compression. For
Table 3: RATE-VOLUME ANALYSIS-FTE
<TABLE>
<CAPTION>
1994 / 1993 1993 / 1992
----------------------------------------- --------------------------------------
Increase Increase Net Increase Increase Net
(Decrease) (Decrease) Increase (Decrease) (Decrease) Increase
(in millions) Due to Rate Due to Volume* (Decrease) Due to Rate Due to Volume* (Decrease)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest income (FTE)
Commercial loans $ 70 $ 83 $ 153 $ (33) $ 47 $ 14
International loans 5 12 17 (5) 9 4
Real estate construction loans 6 (3) 3 (2) (4) (6)
Commercial mortgage loans 11 24 35 (10) 21 11
Residential mortgage loans (22) 15 (7) (23) (27) (50)
Consumer loans (20) 9 (11) (38) 7 (31)
Lease financing (2) 2 -- (3) -- (3)
---------------------------------------- --------------------------------
Total loans 48 142 190 (114) 53 (61)
Investment securities available for sale (27) 195 168 n/a n/a n/a
Taxable securities (5) (24) (29) (75) 24 (51)
Securities exempt from federal income taxes 2 (17) (15) -- (18) (18)
---------------------------------------- --------------------------------
Total investment securities held
to maturity (3) (41) (44) (75) 6 (69)
Interest-bearing deposits with banks 4 (10) (6) (10) (7) (17)
Federal funds sold and securities
purchased under agreements to resell 2 (1) 1 (3) (8) (11)
Trading account securities (1) -- (1) 2 (4) (2)
Mortgages held for sale 2 (6) (4) (1) 2 1
---------------------------------------- --------------------------------
Total interest income (FTE) 25 279 304 (201) 42 (159)
Interest expense
NOW accounts (10) 3 (7) (9) 4 (5)
Money market deposit accounts 12 2 14 (28) 5 (23)
Savings deposits (15) 1 (14) (14) 9 (5)
Certificates of deposit 5 (20) (15) (73) (45) (118)
Foreign office deposits 13 22 35 (14) (12) (26)
---------------------------------------- --------------------------------
Total interest-bearing deposits 5 8 13 (138) (39) (177)
Federal funds purchased and securities
sold under agreements to repurchase 21 53 74 (7) 1 (6)
Other borrowed funds 15 23 38 (8) 3 (5)
Medium- and long-term debt (3) 88 85 (6) 39 33
Other (1) 3 -- 3 (8) -- (8)
---------------------------------------- --------------------------------
Total interest expense 41 172 213 (167) 4 (163)
---------------------------------------- --------------------------------
Net interest income (FTE) $ (16) $ 107 $ 91 $ (34) $ 38 $ 4
======================================== ==================================
</TABLE>
*Rate/volume variances are allocated to variances due to volume.
(1) Net interest rate swap income.
n/a--Not applicable
21
<PAGE> 6
instance, the spread between prime and market rates, and core deposits and
market rates, tends to compress during rising rate periods, as was the case
during the second half of 1994. Actions taken during the year minimized this
risk of compression in interest rates. The Corporation practices a conservative
asset and liability management policy which is more fully explained on page 31
of this financial review.
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses is the amount necessary to adjust the allowance
for loan losses to an amount which represents management's assessment of the
losses inherent in the Corporation's loan portfolio. The allowance for loan
losses is based on the application of projected loss ratios to the risk-ratings
of loans, both individually and by category. Projected loss ratios incorporate
such factors as recent loss experience, current economic conditions and trends,
trends in past due and nonaccrual amounts, risk characteristics of various
categories and concentrations of loans, geographic dispersion of borrowers, and
transfer risks. The provision for loan losses was $56 million in 1994, compared
to $69 million and $111 million in 1993 and 1992, respectively. The reduction
in the provision from the prior years is due to lower levels of charge-offs as
well as continued improvement in the quality of the loan portfolio.
(NET LOANS CHARGED GRAPH)
The adequacy of the allowance for loan losses is reviewed on a quarterly
basis. At December 31, 1994, the allowance for loan losses was $326 million, an
increase of $27 million since year-end 1993. As a percent of total loans, the
allowance was 1.47 percent at year-end 1994, compared to 1.56 percent at
December 31, 1993. The allowance for loan losses as a percent of nonperforming
assets increased to 160 percent at December 31, 1994, from 143 percent at
year-end 1993.
The Corporation's estimated allocation of the allowance for loan losses
is shown on page 28. The $36 million increase in the unallocated allowance
reflects the continued trend of improved credit quality in the loan portfolio.
The allowance allocated to international loans declined $15 million from
year-end 1993 as a result of the reclassification of Brady bonds (Latin American
debt secured by U.S. Government securities) to debt securities.
Net charge-offs decreased to $48 million in 1994, compared to $78
million in 1993 and $99 million in 1992. The ratio of net loans charged off to
average total loans decreased to 0.24 percent in 1994 from 0.43 percent in 1993.
The commercial loan, commercial mortgage and consumer loan portfolios all
contributed to these declines due to a continued emphasis on maintaining high
credit standards for each loan customer as well as favorable economic conditions
in our markets.
The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standard (SFAS) Nos. 114 and 118 which address the
accounting and disclosure requirements for impaired loans. These standards will
be adopted January 1, 1995, and will not impact the Corporation's financial
statements.
NONINTEREST INCOME
Noninterest income remained relatively flat, totaling $467 million in 1994,
compared to $462 million and $411 million in 1993 and 1992, respectively.
Excluding the effects of acquisitions in 1994 and a $24 million gain on the
sale of land in 1993, noninterest income increased $15 million.
Income from fiduciary activities was $122 million in both 1994 and 1993,
primarily as a result of low growth in market values of assets under management
throughout the year in both institutional and personal trust as well as a
decline in the customer base.
Trust assets totaled $77 billion at December 31, 1994, compared to $78
billion at year-end 1993. Discretionary funds declined slightly to $27 billion
at year-end 1994 from $29 billion at December 31, 1993. Discretionary funds are
trust assets over which the Corporation has investment management authority.
22
<PAGE> 7
TABLE 4: ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
Year Ended December 31
(dollar amounts in millions) 1994 1993 1992 1991 1990
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 299 $ 308 $ 279 $ 265 $ 342
Allowance of institutions and loans purchased/sold 19 -- 17 6 5
Loans charged off
Domestic
Commercial 25 36 47 47 50
Real estate construction 1 1 4 8 8
Commercial mortgage 17 20 8 9 16
Residential mortgage -- 1 1 2 1
Consumer 40 52 60 59 44
Lease financing -- -- 1 1 1
International -- -- -- -- 99
----- ----- ----- ----- -----
Total loans charged off 83 110 121 126 219
Recoveries
Domestic
Commercial 15 18 9 15 15
Real estate construction -- -- 1 -- --
Commercial mortgage 5 2 1 2 3
Residential mortgage -- -- 1 1 --
Consumer 14 12 10 9 9
International 1 -- -- 2 10
----- ----- ----- ----- -----
Total recoveries 35 32 22 29 37
----- ----- ----- ----- -----
Net loans charged off 48 78 99 97 182
Provision for loan losses 56 69 111 105 100
----- ----- ----- ----- -----
Balance at end of period $ 326 $ 299 $ 308 $ 279 $ 265
===== ===== ===== ===== =====
Ratio of allowance for loan losses to total loans
at end of period 1.47% 1.56% 1.69% 1.62% 1.60%
Ratio of net loans charged off during the period
to average loans outstanding during the period 0.24% 0.43% 0.57% 0.58% 1.18%
</TABLE>
TABLE 5: NONINTEREST INCOME
<TABLE>
<CAPTION>
Increase (Decrease) Increase (Decrease)
------------------- -------------------
Year Ended December 31 1994/1993 1993/1992
---------------------- ------------------- -------------------
(dollar amounts in millions) 1994 1993 1992 Amount Change Amount Change
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Income from fiduciary activities $122 $122 $114 $ -- --% $ 8 7%
Service charges on deposit accounts 124 120 113 4 3 7 6
Customhouse broker fees 41 40 38 1 2 2 5
Revolving credit fees 41 36 34 5 15 2 5
Securities gains 3 2 6 1 75 (4) (69)
Other 136 142 106 (6) (5) 36 35
---------------------- --------------- ----------------
Total noninterest income $467 $462 $411 $ 5 1% $ 51 12%
====================== =============== ================
</TABLE>
23
<PAGE> 8
TABLE 6: NONINTEREST EXPENSES
<TABLE>
<CAPTION>
Increase (Decrease) Increase (Decrease)
------------------- --------------------
Year Ended December 31 1994/1993 1993/1992
---------------------- ---------------- --------------
(dollar amounts in millions) 1994 1993 1992 Amount Change Amount Change
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Salaries $ 455 $ 434 $ 427 $ 21 5% $ 7 2%
Employee benefits 94 95 89 (1) (1) 6 6
----------------------- ------------ -------------
Total salaries and employee benefits 549 529 516 20 4 13 2
Net occupancy expense 99 96 86 3 3 10 11
Equipement expense 68 62 57 6 8 5 9
FDIC insurance expense 44 44 45 -- (1) (1) --
Telecommunications expense 27 21 17 6 31 4 20
Merger, integration and restructuring charge 7 22 128 (15) (68) (106) (83)
Other 265 264 243 1 -- 21 9
----------------------- ------------ -------------
Total noninterest expenses $1,059 $1,038 $1,092 $ 21 2% $(54) (5)%
======================== ============= =============
</TABLE>
Future investment management activity will be conducted through the new
partnership formed by the combination of the Corporation's investment management
subsidiaries and Munder Capital Management. Munder was a strong and proven firm
which achieved superior and consistent long-term investment performance
throughout a variety of market environments. The new Munder Capital possesses
considerable investment capability emphasizing a wide variety of products,
competitive investment returns and a high level of customer service.
(Noninterest Income Graph)
Service charges on deposit accounts increased to $124 million in 1994,
compared to $120 million in 1993 and $113 million in 1992. Excluding the impact
of acquisitions, service charge income declined slightly. The lower fees were
the result of higher earnings credit allowances, partially offset by new service
charge fee schedules implemented in the last half of the year.
Revolving credit fees increased to $41 million in 1994, compared to $36
million and $34 million in 1993 and 1992, respectively. Acquisitions accounted
for nearly 60 percent of the $5 million increase in 1994. An increase of $255
million in bankcard loans outstanding also contributed to the rise in fee
income, reflecting consumer confidence in the current favorable economic
environment and consumer bankcard promotions introduced in the last half of the
year. These increases were partially offset by lower interchange fee income due
to a reduction in interchange rates.
Other noninterest income decreased $6 million from 1993, due mainly to
large nonrecurring components within noninterest income in the prior year. In
1994, the Corporation recognized $7 million in gains on sales of international
loans and a $7 million gain on the sale of originated mortgage servicing rights
(OMSRs). In addition, amortization of purchased mortgage servicing rights
(PMSRs) dropped to $4 million in 1994 from $22 million in 1993, reflecting lower
levels of mortgage prepayments as interest rates began to rise during the year.
In 1994, the Corporation intensified efforts in the sales of mutual
funds and insurance annuities. Fees related to these activities increased to $8
million in 1994 from $2 million a year ago.
Significant nonrecurring components of other noninterest income in 1993
included a $24 million gain on the sale of land adjacent to an operations
center, a $5 million gain on the sale of Brazilian debt, and a $3 million gain
on the sale of stock warrants. These gains were partially offset by lower
mortgage servicing income due to a change in the accounting method for PMSRs.
There were no significant nonrecurring components in other noninterest income in
1992.
24
<PAGE> 9
NONINTEREST EXPENSES
Noninterest expenses were $1,059 million in 1994, compared to $1,038 million in
1993 and $1,092 million in 1992. Excluding acquisitions, noninterest expenses
would have decreased by approximately $21 million, or 2 percent. Contributing
to this decline was more than $60 million in merger, integration and
restructuring expenses incurred in 1993. Over half of these costs were recorded
in various expense categories. By the end of 1994, expenses reflected the full
$145 million of cost savings anticipated from the merger with Manufacturers in
June 1992.
Total salaries expense increased 5 percent in 1994, compared to a 2
percent increase in both 1993 and 1992. Excluding the impact of acquisitions,
salaries increased only 2 percent to $441 million during the year. This nominal
increase was primarily due to merit increases offset by a significant decline in
overtime and temporary-help as systems conversions related to the merger with
Manufacturers were completed. The addition of approximately 700 employees from
acquisitions contributed to an overall increase in the number of full-time
equivalent employees of 407 from 1993.
Employee benefits declined slightly to $94 million in 1994, compared to
$95 million and $89 million in 1993 and 1992, respectively, due primarily to
lower pension expense which was partially offset by acquisitions. Pension costs
decreased by $4 million while acquisitions added $4 million to total employee
benefits. Declining pension expense in 1994 resulted from slower salary growth
assumptions and the establishment of a single pension plan that revised benefits
to prospective retirees.
The increase in employee benefits expense in 1993 was primarily due to
the adoption of SFAS No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," and SFAS No. 112, "Employers' Accounting for
Postretirement Benefits."
The discount rate used in determining the projected pension benefits
obligation will increase in 1995 from the current 7.5 percent to 8.5 percent,
while salary growth assumptions will remain constant. However, the Corporation
estimates that 1995 pension expense will not significantly change from 1994 as a
result of these factors.
Net occupancy and equipment expense on a combined basis totaled $167
million in 1994, compared to $158 million and $143 million in 1993 and 1992,
respectively. Without the impact of acquisitions, net occupancy and equipment
expense would have increased by only $2 million, or 1 percent, from last year as
a result of higher depreciation expense related to 1994 facility improvements in
two operation centers and 1993 computer and systems upgrades.
Federal Deposit Insurance Corporation (FDIC) insurance expense has
remained constant since 1992. The FDIC risk-related premium system correlates
the assessment rate to a bank's risk-based capital levels. Each subsidiary
bank's capital level qualified for the lowest assessment rate of 23.0 cents per
$100 of deposits. The FDIC has proposed a significant decrease in the assessment
rate for late 1995.
(Noninterest Expenses Graph)
A charge of $7 million in 1994 for merger, integration and restructuring
reflects costs related primarily to severance and the Munder transaction. The
additional staff reductions are incremental to those identified in the
Manufacturers merger and will translate into savings exceeding the original
target of $145 million. Charges in 1993 and 1992 relate to the Manufacturers
merger. At the end of 1994, there was no remaining liability related to the
prior years' Manufacturers merger charges.
Consultant fees were $9 million in 1994, a decrease of 45 percent from
1993. This decline is the result of the completion of remaining merger-related
investments in systems conversions and technology upgrades during the year.
Net amortization of intangible assets, excluding purchased mortgage
servicing rights, was $23 million in 1994, compared to $20 million in 1993 and
1992. Included in the 1994 expense was an additional $3 million of goodwill
amortization related to 1994 acquisitions.
25
<PAGE> 10
INCOME TAXES
The provision for income taxes was $195 million in 1994, compared with $148
million in 1993 and $89 million in 1992. The effective tax rate, derived by
dividing the provision for income taxes by income before income taxes, was 33.5
percent in 1994, 30.3 percent in 1993 and 26.9 percent in 1992. The increase in
the effective rate over the prior year is the result of lower relative levels
of tax-exempt interest income.
BALANCE SHEET AND CAPITAL
FUNDS ANALYSIS
Total assets were $33.4 billion at year-end 1994, which represented a $3.1
billion increase from December 31, 1993. On an average basis, total assets
increased to $31.5 billion in 1994 from $27.2 billion in 1993. This increase
was funded primarily by purchased funds and deposits which rose on average $3.4
billion and $604 million, respectively.
EARNING ASSETS
The average balance of domestic commercial loans, led by the commercial and
commercial mortgage loan categories, increased by $1.4 billion from 1993, or 12
percent. This growth, along with an increase of approximately 64 percent in
commercial loan commitments to extend credit, can be attributed to effective
marketing efforts, continued strong demand for commercial loans and
acquisitions.
Average international loans increased $210 million due to expanded
customer relationships and a focus on Latin American countries making economic
recoveries. This growth consisted largely of loans originated to facilitate
trade with limited cross-border risk. The Corporation's cross-border exposure to
any one country has not exceeded 0.75 percent of assets from 1992 to 1994. In
1994, Mexican cross-border exposure totaled $211 million, down 6 percent from a
year ago. This exposure is evenly divided between major banks and corporate
customers with significant exports who will benefit from the peso devaluation
through increased volume and expanded margins. The Mexican loan portfolio is
structured to limit cross-border risk and to perform under the recent volatility
in financial markets.
Average residential mortgage loans increased $196 million as a result of
the purchase of two mortgage loan portfolios during 1994. The $98 million growth
in average consumer loans was the net effect of increases in average installment
loans and bankcard loans of $107 million and $21 million, respectively, offset
by a $30 million decrease in revolving credit loans. Average installment loans
were higher, primarily due to expanded market share in Texas, California and
Florida related to marine and recreational vehicle loan products, as well as
continued growth in fixed rate home equity loans. Increased bankcard loans
reflect a new promotional campaign for bankcard products introduced in the last
half of 1994. Average revolving credit loans declined as customers shifted away
from home equity open-end lines of credit toward fixed rate home equity
closed-end loans in response to the rising interest rate environment.
Average investment securities totaled $8.0 billion in 1994, compared to
$5.5 billion in 1993, due to a $2.8 billion increase in average U.S. Government
and agency securities offset by decreases of $157 million in average state and
municipal securities and $152 million in average other securities. U.S.
Government and agency securities are comprised of FNMA, GNMA and FHLMC mortgage
participation securities, while other securities consist primarily of
collateralized mortgage obligations. The Corporation invested significantly in
these securities in early 1994 to balance interest rate sensitivity and preserve
net interest margin. The tax-exempt portfolio of state and municipal securities
continues to decrease as the securities are called or mature. The reduced tax
advantages of these types of securities deter additional investment. The decline
in other securities during the year was mainly a result of calls, maturities and
payments received on collateralized mortgage obligations.
Total investment securities available for sale increased to $2.9
billion, compared to $2.3 billion at December 31, 1993. Securities classified as
available for sale include floating rate bonds, certain types of collateralized
mortgage obligations and 30-year fixed rate pools of government-backed mortgages
with remaining lives exceeding 15 years. This category of securities represents
investments which may be liquidated if certain economic conditions or interest
rate environments were to materialize in the foreseeable future. The net
increase in available for sale securities in 1994 was primarily the result of
the addition of approximately $700 million in U.S. Government and agency
mortgage-backed securities in the first half of the year, and $400 million of
U.S. Treasury notes scheduled for maturity in 1995, as well as the
reclassification of $92 million of Brady bonds from loans to investment
securities. The after-tax net unrealized holding gain or loss on
available for sale securities is reported as a separate component of
shareholders' equity and totaled a $55 million loss in 1994 and a $27 million
gain in 1993.
26
<PAGE> 11
TABLE 7: ANALYSIS OF INVESTMENT SECURITIES AND LOANS
<TABLE>
<CAPTION>
December 31
(in millions) 1994 1993 1992 1991 1990
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment securities available for sale
U.S. Government and agency securities $ 2,674 $ 2,164 $ n/a $ n/a $ n/a
State and municipal securities -- -- n/a n/a n/a
Other securities 232 158 n/a n/a n/a
------- ------- ------- ------- -------
Total investment securities available for sale 2,906 2,322 n/a n/a n/a
Investment securities held to maturity
U.S. Government and agency securities 4,462 3,232 3,824 3,542 3,680
State and municipal securities 422 513 693 889 937
Other securities 86 233 646 1,275 1,179
------- ------- ------- ------- -------
Total investment securities held to maturity 4,970 3,978 5,163 5,706 5,796
------- ------- ------- ------- -------
Total investment securities $ 7,876 $ 6,300 $ 5,163 $ 5,706 $ 5,796
======= ======= ======= ======= =======
Commercial loans $10,634 $ 9,087 $ 8,213 $ 7,568 $ 7,608
International loans
Government and official institutions 18 143 156 156 159
Banks and other financial institutions 660 671 323 148 195
Other 517 322 257 245 83
------- ------- ------- ------- -------
Total international loans 1,195 1,136 736 549 437
Real estate construction loans 414 437 471 521 499
Commercial mortgage loans 3,056 2,700 2,666 2,315 2,088
Residential mortgage loans 2,436 1,857 2,126 2,462 2,379
Consumer loans 4,215 3,674 3,836 3,654 3,316
Lease financing 259 209 167 200 176
------- ------- ------- ------- -------
Total loans $22,209 $19,100 $18,215 $17,269 $16,503
======= ======= ======= ======= =======
</TABLE>
n/a - Not applicable
TABLE 8: LOAN MATURITIES AND INTEREST RATE SENSITIVITY
<TABLE>
<CAPTION>
After One
December 31, 1994 Within But Within After
(in millions) One Year* Five Years Five Years Total
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial loans $ 7,565 $ 2,450 $ 619 $10,634
Commercial mortgage loans 721 1,853 482 3,056
International loans 940 231 24 1,195
Real estate construction loans 231 156 27 414
------- ------- ------- -------
Total $ 9,457 $ 4,690 $ 1,152 $15,299
======= ======= ======= =======
Loans maturing after one year
Predetermined interest rates $ 2,035 $ 744
Floating interest rates 2,655 408
------- -------
Total $ 4,690 $ 1,152
======= =======
</TABLE>
* Includes demand loans, loans having no stated repayment schedule or
maturity, and overdrafts.
27
<PAGE> 12
TABLE 9: ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
-------------------- ------------------- ------------------- ------------------- --------------------
December 31 Percent Percent Percent Percent Percent
(dollar amounts Allocated of Total Allocated of Total Allocated of Total Allocated of Total Allocated of Total
in millons) Allowance Loans Allowance Loans Allowance Loans Allowance Loans Allowance Loans
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Domestic
Commercial $119 48% $123 48% $120 45% $ 81 44% $ 53 46%
Real estate
construction 6 2 4 2 9 2 12 3 10 3
Commercial
mortgage 35 14 26 14 37 15 20 14 20 13
Residential
mortgage 2 11 3 10 6 12 1 14 2 14
Consumer 60 19 60 19 59 21 55 21 42 20
Lease
financing 1 1 1 1 2 1 2 1 2 1
International 3 5 18 6 39 4 54 3 74 3
Unallocated 100 -- 64 -- 36 -- 54 -- 62 --
--------------- ---------------- --------------- -------------- ---------------
Total $326 100% $299 100% $308 100% $279 100% $265 100%
=============== ================ =============== ============== ===============
</TABLE>
TALBE 10: ANALYSIS OF INVESTMENT SECURITIES PORTFOLIO--FTE
<TABLE>
<CAPTION>
Maturity+ Weighted
-------------------------------------------------------------------------- Average
December 31, 1994 Within 1 Year 1-5 Years 5-10 Years After 10 Years Total Maturity
(dollar amounts ------------------ --------------- --------------- ---------------- -------------- Market (Yrs./
in millions) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yeild Value Mos.)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Available for sale
U.S. Treasury $ 415 4.20% $ 39 5.67% $ 1 6.85% $ -- --% $ 455 4.33% $ 455 1/1
U.S. Government
and agency -- -- 2 6.47 132 6.60 2,085 6.19 2,219 6.21 2,219 21/0
Other bonds, notes
and debentures 3 6.10 2 -- 1 7.91 168 7.40 174 7.39 174 26/2
Federal Reserve
Bank stock and
other invest-
ments* -- -- -- -- -- -- -- -- 58 -- 58 --
-------------- --------------- -------------- -------------- -------------- ------
Total investment
securities
available for
sale 418 4.22 43 5.71 134 6.62 2,253 6.28 2,906 5.99 2,906
Held to maturity
U.S. Treasury 15 5.55 24 6.97 -- -- -- -- 39 6.42 39 1/3
U.S. Government
and agency 1 8.76 166 6.24 317 6.83 3,938 6.39 4,422 6.42 4,099 13/3
State and municipal
securities 75 10.51 235 10.63 79 10.94 33 11.50 422 10.74 436 4/1
Other bonds, notes
and debentures 7 11.41 23 6.44 4 7.99 53 6.56 87 6.97 85 17/0
-------------- --------------- -------------- -------------- -------------- ------
Total investment
securities held
to maturity 98 9.78 448 8.59 400 7.66 4,024 6.44 4,970 6.79 4,659
-------------- --------------- -------------- -------------- -------------- ------
Total investment
securities $ 516 5.25% $ 491 8.34% $ 534 7.39% $6,277 6.38% $7,876 6.49% $7,565
============== =============== ============== ============== ============== ======
</TABLE>
*Balances are excluded in the calculation of total yield.
+Based on final contractual maturity.
28
<PAGE> 13
TABLE 11. MATURITY DISTRIBUTION OF DOMESTIC CERTIFICATES OF DEPOSIT OF
$100,000 AND OVER
<TABLE>
<CAPTION>
December 31
(in millions) 1994
------------------------------------------------------------------------
<S> <C>
Three months or less $ 1,126
Over three months to six months 36
Over six months to twelve months 19
Over twelve months 142
-------
Total $ 1,323
=======
</TABLE>
OTHER EARNING ASSETS
Short-term investments in interest-bearing deposits with banks, federal funds
sold, and securities purchased under agreements to resell provide a range of
maturities under one year to supplement corporate liquidity. The Corporation's
deposits were either with foreign banks' international banking facilities
located in the U.S. or with banks in developed countries. Federal funds sold
offer earnings opportunities and provide a vehicle to control the reserve
position and serve correspondent banks. On an average basis, these short-term
investments declined $281 million during 1994 due to decreases in bank time
deposits of $262 million and other temporary investments of $19 million. The
Corporation's liquidity level was reduced as a result but remains within
corporate guidelines.
Mortgages held for sale decreased by $239 million in 1994 after
increasing $96 million in 1993. This decrease reflects the decline in
refinancing activity throughout 1994 as residential mortgage interest rates
rose.
DEPOSITS AND BORROWED FUNDS
At December 31, 1994, total deposits increased $1.5 billion, or 7 percent, to
$22.4 billion. This increase was the result of acquisitions made during the
year. Without these acquisitions, deposits would have increased less than 2
percent, reflecting the continued trend of interest-sensitive customers
shifting away from deposits toward alternative investments, including mutual
funds. Total deposits decreased $250 million, or 1 percent, during 1993.
Changes in the average mix of deposits also reflect a rising interest
rate environment in 1994. Average certificates of deposit decreased $480 million
as depositors shifted maturing certificate of deposit balances into more liquid
savings and demand deposit accounts in anticipation of further increases in
interest rates. These shifts, in addition to acquisitions made in 1994, resulted
in increases of $320 million in average noninterest-bearing deposits. Foreign
office deposits also increased $1.1 billion to $2.4 billion at December 31,
1994.
Average earning asset growth also was funded by short-term borrowings.
On an average basis, federal funds purchased increased $1 billion, while
treasury tax and loan notes rose $327 million and securities sold under
agreements to repurchase increased $196 million.
To satisfy additional funding requirements, the Corporation issued $3.4
billion of medium-term notes during the year. The interest rate associated with
the notes creates a funding source with maturities ranging from nine months to
15 years and durations that are similar to deposit liabilities.
Subordinated notes support acquisition activity and help maintain the
bank's total capital ratio at the level that qualifies for the lowest FDIC
risk-based insurance premium. Further information on the Corporation's medium-
and long-term debt is included in Note 9 to the consolidated financial
statements on page 45.
CAPITAL
Common shareholders' equity totaled $2.4 billion at December 31, 1994. This
represents an increase of $210 million, or 10 percent, from $2.2 billion at
year-end 1993. The increased equity represents the net result of several
factors: earnings retention of $242 million, treasury shares of $121 million
issued for acquisitions and $5 million of common stock issued for employee
stock plans. These items were partially offset by the repurchase of 2.8 million
shares into treasury for acquisitions and a change of $83 million in unrealized
losses on available-for-sale securities.
The Corporation's capital ratios exceeded the minimum levels prescribed
by the Federal Reserve Board, as shown in the following table.
<TABLE>
<CAPTION>
CAPITAL RATIOS
December 31
(dollar amounts in millions) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Tier 1 (core) capital
Shareholder's equity $ 2,392 $ 2,182
Less: Goodwill and other disallowed
intangibles 214 132
Less: Unrealized gains and (losses) (55) 27
--------- --------
Total tier 1 capital $ 2,233 $ 2,023
========= ========
Tier 2 (supplemental) capital
Qualifying subordinated debt $ 648 $ 530
Eligible allowance for loan losses 326 299
--------- --------
Total tier 2 capital $ 974 $ 829
========= ========
Total capital $ 3,207 $ 2,852
========= ========
Assets
Risk-weighted assets (net) $ 27,466 $ 24,623
Average quarterly assets (net) $ 32,197 $ 28,743
Risk-based ratios
Tier 1 (minimum-4.0%) 8.13% 8.21%
Total (minimum-8.0%) 11.68% 11.58%
Tier 1 leverage (minimum-3.0%) 6.93% 7.04%
</TABLE>
29
<PAGE> 14
At December 31, 1994, all of the Corporation's banking subsidiaries
exceeded the minimum ratios required of a "well capitalized" institution as
defined in the final rule under the Federal Deposit Insurance Corporation
Improvement Act of 1991.
The common dividend payout ratio was 37.5 percent in 1994, compared to
36.8 percent in 1993. The board of directors currently targets a payout ratio of
30 to 40 percent but will continue to reassess this target in light of changing
market and industry conditions.
ASSET QUALITY
NONPERFORMING ASSETS
The Corporation's accounting and classification policies regarding nonaccrual
loans reflect the importance of recognizing troubled loans early. Depending on
the loan type, consumer loans are directly charged off when deemed
uncollectible, which is typically no later than 180 days past due. Loans other
than consumer are placed on nonaccrual status when management determines that
principal or interest may not be fully collectible, but no later than when the
loan is 90 days past due on principal or interest unless it is fully
collateralized and in the process of collection. Loan amounts in excess of
probable future cash collections are charged off at the time the loan is placed
on nonaccrual status to an amount that represents management's assessment of
the ultimate collectibility of the loan. Interest previously accrued but not
collected on nonaccrual loans is charged against current income. Income on such
loans is then recognized only to the extent that cash is received and where the
future collection of principal is probable.
(Nonperforming Assets to Loans and Other Real Estate Graph)
Nonaccrual loans at December 31, 1994 totaled $162 million, a 5 percent
increase from year-end 1993. Excluding acquisitions, nonaccrual loans would have
decreased, reflecting continued improvement in the quality of the loan portfolio
and favorable economic conditions in our markets. The following nonaccrual loan
table indicates the percentage of nonaccrual loan value to original contractual
value and demonstrates the conservative and prompt nature of the corporate
charge-off policy.
<TABLE>
<CAPTION>
NONACCRUAL LOANS
December 31
(dollar amounts in millions) 1994
-------------------------------------------------------------------------------
<S> <C>
Carrying value $ 162
Contractual value $ 221
Carrying value as a percentage of contractual value 73%
</TABLE>
The decrease of $10 million in other real estate owned (ORE) during 1994
primarily represents the net result of sales along with write-downs of
properties which was partially offset by the addition of $11 million relating to
three separate loans and $15 million from acquisitions.
Loans past due 90 days decreased $7 million during 1994 primarily due to
increased payments made by customers on delinquent credit card, installment and
student loan account balances.
In addition to the nonaccrual loans and the loans past due 90 days or
more at December 31, 1994, there were loans totaling $319 million where possible
financial problems of borrowers caused management to have serious doubts as to
the ability of such borrowers to comply with the present contractual repayment
terms. These loans are specifically considered in management's evaluation of the
adequacy of the allowance for loan losses.
CONCENTRATION OF CREDIT
The only significant industry concentration at December 31, 1994 is loans to
companies and individuals involved with the automotive industry, including
suppliers, manufacturers and dealers. These loans totaled $3.6 billion, or 16
percent of total loans at December 31, 1994, compared to approximately $3.0
billion, or 16 percent of total loans at year-end 1993. Of these amounts, floor
plan loans to automobile dealers were $986 million at December 31, 1994 and
$789 million at December 31, 1993. All other industry concentrations
individually represent less than 5 percent of total loans at year-end 1994.
30
<PAGE> 15
TABLE 12: SUMMARY OF NONPERFORMING ASSETS AND PAST DUE LOANS
December 31
(dollar amounts in millions)
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Nonperforming assets
Nonaccrual loans
Commercial loans $ 89 $ 71 $ 75 $ 62 $ 74
International loans -- -- -- -- 13
Real estate construction loans 17 19 28 47 44
Real estate mortgage loans (principally commercial) 56 64 120 101 53
----- ----- ----- ----- -----
Total nonaccrual loans 162 154 223 210 184
Reduced-rate loans 2 5 1 -- 14
----- ----- ----- ----- -----
Total nonperforming loans 164 159 224 210 198
Other real estate 40 50 49 46 57
----- ----- ----- ----- -----
Total nonperforming assets $ 204 $ 209 $ 273 $ 256 $ 255
===== ===== ===== ===== =====
Nonperforming loans as a percentage of total loans 0.74% 0.83% 1.23% 1.22% 1.19%
Nonperforming assets as a percentage of total loans
and other real estate 0.92% 1.09% 1.50% 1.48% 1.54%
Allowance for loan losses as a percentage of total
nonperforming assets 160% 143% 113% 109% 104%
Loans past due 90 days-domestic $ 39 $ 46 $ 100 $ 54 $ 66
</TABLE>
Although there is a loan concentration to the automotive industry, the
Corporation has successfully operated in the Michigan economy during several
downturns in the auto industry. There were no automotive industry-related loans
larger than $500 thousand on nonaccrual status as of year-end 1994. In addition,
there were no significant automotive industry-related charge-offs during the
year. Loans to highly leveraged companies are not a significant element of the
loan portfolio representing less than 4 percent of total loans.
COMMERCIAL REAL ESTATE LENDING
Approximately 72 percent of the Corporation's real estate construction loans
have balances of less than $1 million. These relatively small loans are made to
longtime customers in local markets with satisfactory project completion
experience. The real estate construction loan portfolio contains approximately
387 loans, the largest of which has a balance of approximately $9 million.
The commercial mortgage loan portfolio also consists of relatively small
loans to longtime customers. Approximately 45 percent of the commercial mortgage
portfolio relates to owner-occupied properties. Of the 7,831 loans in the
portfolio, 91 percent have balances under $1 million, and the largest loan is
less than $28 million. Additionally, the Corporation's policy requires the
loan-to-value (LTV) ratio to be 75 percent or less for all commercial mortgage
and real estate construction loans. This policy is well within the regulatory
limits.
The geographic distribution of real estate construction and commercial
mortgage loans is also an important determinant in evaluating credit risk. The
following geographic distribution table indicates the diversification of the
Corporation's real estate construction and commercial mortgage loans throughout
the markets served by the Corporation.
GEOGRAPHIC DISTRIBUTION
<TABLE>
<CAPTION>
December 31, 1994 Real Estate Commercial
(in millions) Construction Mortgage
--------------------------------------------------------------------------------------------
<S> <C> <C>
Michigan $ 201 $ 1,937
California 105 329
Texas 70 273
Illinois 6 255
Florida 17 54
Other 15 208
----- -------
Total $ 414 $ 3,056
===== =======
</TABLE>
ASSET AND LIABILITY MANAGEMENT
The asset and liability portfolios are managed to ensure adequate liquidity and
to control interest rate risk exposure. Management seeks to minimize the risk
of a reduction in net interest income that could result from fluctuations in
market interest rates. This process is carried out through regular meetings of
executive and senior management representing various areas of the Corporation
including finance, lending, investment and deposit gathering areas.
31
<PAGE> 16
INTEREST RATE SENSITIVITY
No single interest rate risk measurement system satisfies all objectives. As a
result, a combination of techniques are used to manage interest rate risk,
including simulation analysis, asset and liability repricing schedules and
duration of equity. These interest rate risk measurement reports are reviewed
regularly by the Corporation's Asset Liability Policy Committee. While most
assets and liabilities reprice either at maturity or in accordance with their
contractual terms, several balance sheet components demonstrate characteristics
that require adjustments to more accurately reflect their repricing behavior.
Assumptions based on historical pricing relationships and anticipated market
reactions are made to certain core deposit categories to reflect the elasticity
of the changes in their interest rates relative to the changes in market
interest rates. In addition, estimates are made concerning early loan and
security repayments. Prepayment assumptions are based on the expertise of
portfolio managers along with input from financial markets. Consideration is
given to current and future interest rate levels. These adjustments provide a
more accurate picture of the Corporation's interest rate risk profile.
Net interest income is frequently evaluated under various balance sheet
and interest rate scenarios. The results of this analysis provide the
information needed to assess the proper balance sheet structure. As market
interest rates approach expected turning points, management adjusts the interest
rate sensitivity of the Corporation. This sensitivity is measured as a
percentage of earning assets. The Corporation's operating range for interest
rate sensitivity, before elasticity adjustments, is between an asset sensitive
position of 5 percent and a liability sensitive position of 10 percent. However,
the elasticity adjustment made to the bank's core deposits adds asset
sensitivity to the balance sheet. Accordingly, on an elasticity-adjusted basis,
the operating range allows for an asset sensitive position of 10 percent and a
liability sensitive position of 5 percent.
The schedule on page 33 shows the interest sensitivity gap as of
year-end 1994 and 1993. The report reflects the contractual repricing and
payment schedules of assets and liabilities, including an estimate of all early
loan and security repayments which adds $1.3 billion of rate sensitivity to the
1994 year-end gap. In addition, the schedule identifies the adjustment for the
price elasticity on certain core deposits.
The Corporation had a one-year liability sensitive gap of $1.6 billion,
or 5 percent of earning assets, as of December 31, 1994. Restated for core
deposit elasticities, the gap is $391 million liability sensitive, or 1 percent
of earning assets. This compares to a $1.1 billion liability sensitive gap or
$332 million asset sensitive elasticity-adjusted gap on December 31, 1993.
The Corporation's gap remained in a somewhat neutral position throughout
the year, reflecting little change from year-end 1993 levels. Management views
this position as reasonable and, looking forward, does not anticipate any
material change by year-end 1995. However, a reasonable amount of flexibility
exists that will permit, if warranted, an increase in the amount of asset
sensitivity by year-end 1995.
An unexpected change in the pace of the economy's recovery, whether
domestically or internationally, could translate into a materially different
interest rate environment than currently expected. A system is maintained where
management evaluates "base" net interest income under what is believed to be the
most likely balance sheet structure and interest rate environment. This "base"
net interest income is then evaluated against interest rate scenarios that are
gradually taken up and down 200 basis points from the most likely rate
environment. In addition, adjustments to asset prepayment levels, yield curves
and overall balance sheet mix and growth assumptions are made to be consistent
with the particular interest rate environment. The measurement of risk exposure
at year-end 1994 for a 200 basis point rise in short-term interest rates
identified approximately $37 million of net interest income at risk during 1995.
If, on the other hand, short-term interest rates decline 200 basis points, the
Corporation would stand to add $54 million of net interest income. Corporate
policy limits adverse change to no more than 5 percent of our most likely net
interest income forecast. In either case, the Corporation is within the policy
guideline.
LIQUIDITY
Liquidity is the ability to meet financial obligations through the maturity or
sale of existing assets or acquisition of additional funds. In order to satisfy
funding and liquidity requirements, the Corporation has a $4.5 billion
medium-term note program. Under this program our banks in Michigan and Illinois
can issue senior debt with maturities ranging between nine months and 15 years.
The Michigan bank can issue up to an additional $1 billion of short-term senior
notes. At year-end 1994, unissued debt related to the two programs totaled $2.1
billion. Liquid assets totaled $5.2 billion at December 31, 1994. In addition,
$1.6 billion was available from a collateralized borrowing account with the
Federal Reserve Bank at year-end 1994. Purchased funds at December 31, 1994,
excluding certificates of deposit with maturities beyond one year, approximated
$7.8 billion.
32
<PAGE> 17
TABLE 13: SCHEDULE OF RATE SENSITIVE ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
Interest Sensitivity Period Interest Sensitivity Period
--------------------------- ---------------------------
Within Over Within Over
(dollar amounts in millions) One Year One Year Total One Year One Year Total
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ -- $ 1,823 $ 1,823 $ -- $ 1,601 $ 1,601
Short-term investments 487 34 521 2,344 108 2,452
Investment securities 3,173 4,703 7,876 2,881 3,419 6,300
Commercial loans (including lease financing) 9,225 1,667 10,892 7,820 1,476 9,296
International loans 1,182 13 1,195 1,096 40 1,136
Real estate related loans 3,748 2,159 5,907 2,906 2,088 4,994
Consumer loans 2,206 2,009 4,215 1,732 1,942 3,674
------- -------- --------- ------- -------- -------
Total loans 16,361 5,848 22,209 13,554 5,546 19,100
Other assets 313 688 1,001 241 601 842
------- -------- --------- ------- -------- -------
Total assets $20,334 $ 13,096 $ 33,430 $19,020 $ 11,275 $ 30,295
======= ======== ========= ======= ========= ========
LIABILITIES
Deposits
Noninterest-bearing $ 470 $ 4,787 $ 5,257 $ 1,090 $ 3,849 $ 4,939
NOW 57 1,777 1,834 296 1,487 1,783
Savings -- 2,432 2,432 -- 2,453 2,453
Money market 4,565 -- 4,565 4,644 27 4,671
Certificates of deposit 4,494 1,417 5,911 4,375 1,361 5,736
Foreign office 2,433 -- 2,433 1,367 1 1,368
------- -------- --------- ------- -------- -------
Total deposits 12,019 10,413 22,432 11,772 9,178 20,950
Short-term borrowings 4,206 -- 4,206 5,376 24 5,400
Medium- and long-term debt 3,248 850 4,098 736 725 1,461
Other liabilities (13) 315 302 1 301 302
------- -------- --------- ------- -------- -------
Total liabilities 19,460 11,578 31,038 17,885 10,228 28,113
Shareholders' equity (55) 2,447 2,392 28 2,154 2,182
------- -------- --------- ------- -------- --------
Total liabilities and
shareholders' equity $19,405 $ 14,025 $ 33,430 $17,913 $ 12,382 $ 30,295
======= ======== ========= ======= ========== =========
Sensitivity impact of interest rate swaps $(2,578) $ 2,578 -- $(1,363) $ 1,363 $ --
Sensitivity impact of unsettled swap
and security purchases -- -- -- (886) 886 --
------- -------- --------- ------- -------- -------
Interest sensitivity gap (1,649) 1,649 -- (1,142) 1,142 --
Gap as a percentage of earning assets (5)% 5% -- (4)% 4% --
Sensitivity impact from elasticity
adjustments (1) 1,258 (1,258) -- 1,474 (1,474) --
------- -------- --------- ------- -------- -------
Interest sensitivity gap with elasticity
adjustments $ (391) $ 391 -- $ 332 $ (332) --
Gap as a percentage of earnings assets (1)% 1% -- 1% (1)% --
======= ======== ========= ======= ======== =======
</TABLE>
(1) Elasticity adjustments for NOW, savings and money market deposit accounts
are based on historical pricing relationships dating back to 1985 as well
as expected future pricing relationships.
OFF-BALANCE-SHEET
FINANCIAL INSTRUMENTS
The Corporation is party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of customers and
to manage its own exposure to fluctuations in interest and foreign exchange
rates. Off-balance-sheet instruments involve, to varying degrees, elements of
credit and market risk in excess of the amount recognized in the consolidated
balance sheets.
The FASB issued SFAS No. 119, "Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments," in October 1994. This
Statement requires additional disclosures about derivative financial
instruments--futures, forwards, swaps, option contracts and other financial
instruments with similar characteristics. Disclosures pursuant to SFAS No. 119
are provided in Notes 17 and 20 of the consolidated financial statements, along
with information on other off-balance-sheet financial instruments.
33
<PAGE> 18
TABLE 14: OFF-BALANCE-SHEET DERIVATIVES PORTFOLIO
<TABLE>
<CAPTION>
December 31, 1994 December 31, 1993
------------------ ------------------
Notional Fair Notional Fair
(in millions) Amount Value Amount Value
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RISK MANAGEMENT
Interest Rate Swaps
Variable rate asset designation:
Generic receive fixed $ 50 $ -- $ 550 $ 18
Amortized receive fixed 297 (17) -- --
Index amortized receive fixed 1,936 (133) 1,883 24
Fixed rate asset designation:
Generic pay fixed 185 (1) 600 (13)
Medium- and long-term debt designation:
Generic receive fixed 675 (83) 496 14
Generic pay fixed 25 -- 25 (2)
Basis 475 -- 50 --
Other (1) 400 (2) 1,229 17
----------------- ----------------
Total risk management derivatives $4,043 $(236) $4,833 $ 58
CUSTOMER INITIATED
Foreign exchange contracts 501 1 224 1
Other (2) 376 (1) 162 1
---------------- ----------------
Total customer initiated derivatives $ 877 $ -- $ 386 $ 2
---------------- ----------------
Total derivative financial instruments $4,920 $(236) $5,219 $ 60
================ ================
</TABLE>
(1) Includes interest rate forward and futures contracts, interest rate caps
written and purchased, foreign exchange contracts, commitments to purchase
securities, commitments to sell loans, and international swap agreements.
(2) Includes interest rate caps written and purchased and interest rate swaps.
The preceding table shows the Corporation's off-balance-sheet
derivatives portfolio. The notional or contract amounts of derivative financial
instruments, which represent the extent of involvement in such transactions, are
not reflected in the consolidated balance sheets. Notional amounts are used to
determine the contractual cash flows to be exchanged and generally are not
actually paid or received, except for certain contracts such as forward and
futures. Notional amounts also are not indicative of the potential for gain or
loss associated with the credit or market risks inherent in such transactions.
Consequently, the actual market or credit exposure for all derivative
instruments is significantly less than the notional amount.
DERIVATIVE FINANCIAL INSTRUMENTS HELD OR ISSUED FOR RISK MANAGEMENT PURPOSES
The Corporation uses both balance sheet instruments, such as U.S. Treasury
securities, and off-balance-sheet derivative financial instruments primarily as
an end-user to manage interest and foreign exchange rate risk. Interest rate
risk arises in the normal course of business due to an imbalance in the rate
sensitivity and repricing or maturity characteristics of on-balance-sheet
assets and liabilities. The Corporation seeks to manage these risk exposures
without significant impact on balance sheet leverage and liquidity. The
Corporation's use of derivatives takes place predominately in the interest rate
markets and mainly involves interest rate swaps, both amortizing and
non-amortizing. Other derivative financial instruments which may be used in
connection with risk management activities include interest rate caps and
forward and futures interest and foreign exchange rate contracts.
Income and expense on interest rate swaps and other derivatives used to
manage the interest rate sensitivity of on-balance-sheet assets and liabilities
are recognized in net interest income. Index amortizing swaps are interest rate
swaps whose notional principal decreases at a rate that varies with the level of
a specified index in accordance with a predetermined schedule. The majority of
these swaps are indexed to short-term interest rates. Notional amounts of index
amortizing swaps generally decline more rapidly as interest rates fall;
conversely, notional amounts decrease more slowly as rates increase. As of
December 31, 1994, index amortizing swaps had an average expected life of
approximately 2.2 years with a stated maturity that averaged 2.6 years. The
notional amounts of generic interest rate swaps do not change for the life of
the contract, and amortizing swaps which are not tied to an index generally
decline
34
<PAGE> 19
TABLE 15: ANALYSIS OF DERIVATIVES NOTIONAL AMOUNTS
<TABLE>
<CAPTION>
Risk Management Customer Initiated
--------------------------------------- -----------------------------------
Foreign
Interest Exchange
(in millions) Rate Swaps Other(1) Total Contracts Other(2) Total
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1992 $ 2,346 $ 531 $ 2,877 $ 163 $188 $ 351
Additions 2,320 3,312 5,632 49,001 18 49,019
Maturities/amortizations (1,062) (2,369) (3,431) (48,940) (44) (48,984)
Terminations -- (245) (245) -- -- --
------- ------- ------- -------- ---- --------
Balances at December 31, 1993 $ 3,604 $ 1,229 $ 4,833 $ 224 $162 $ 386
Additions 2,075 2,607 4,682 43,833 262 44,095
Maturities/amortizations (2,036) (3,234) (5,270) (43,556) (32) (43,588)
Terminations -- (202) (202) -- (16) (16)
------- ------- ------- -------- ---- --------
Balances at December 31, 1994 $ 3,643 $ 400 $ 4,043 $ 501 $376 $ 877
--------------------------------------- -----------------------------------
</TABLE>
(1) Includes Interest rate forward and futures contracts, interest rate caps
written and purchased, foreign exchange contracts, commitments to purchase
securities, commitments to sell loans, and international swap agreements.
(2) Includes interest rate caps written and purchased and interest rate swaps.
TABLE 16: UNREALIZED GAINS AND LOSSES ON DERIVATIVES
<TABLE>
<CAPTION>
Unrealized Unrealized Net Unrealized
(in millions) Gains Losses Gain (Loss)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
December 31, 1994
Risk management
Interest rate swaps $ 4 $(238) $(234)
Other (1) -- (2) (2)
Customer initiated
Foreign exchange contracts 5 (4) 1
Other (2) -- (1) (1)
-------- ----- -----
Total $ 9 $(245) $(236)
======== ===== =====
December 31, 1993
Risk management
Interest rate swaps $ 61 $ (20) $ 41
Other (1) 18 (1) 17
Customer initiated
Foreign exchange contracts 3 (2) 1
Other (2) 1 -- 1
-------- ----- -----
Total $ 83 $ (23) $ 60
======== ===== =====
</TABLE>
(1) Includes interest rate forward and futures contracts, interest rate caps
written and purchased, foreign exchange contracts, commitments to purchase
securities, commitments to sell loans, and international swap agreements.
(2) Includes interest rate caps written and purchased and interest rate swaps.
35
<PAGE> 20
TABLE 17: EXPECTED MATURITY OF DERIVATIVES
<TABLE>
<CAPTION>
(dollar amounts in millions) 1995 1996 1997 1998 1999 2000-2014 Total
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
INTEREST RATE SWAPS
Generic Receive Fixed
Notional amount $ 75 $ 50 $ 50 $ -- $ -- $ 550 $ 725
Weighthted average:
Receive rate 3.71% 8.00% 9.35% -- % --% 7.69% 7.41%
Pay rate 5.69% 5.13% 5.69% -- % --% 6.01% 5.89%
------ ------ ------ ----- ----- ------ ------
GENERIC PAY FIXED
Notional amount $ 148 $ 60 $ -- $ -- $ 2 $ -- $ 210
Weighted average:
Receive rate 5.67% 6.46% --% --% 6.83% --% 5.91%
Pay rate 7.49% 7.56% --% --% 8.73% --% 7.52%
------ ------ ------ ----- ----- ------ ------
AMORTIZING RECEIVE
FIXED-GENERIC
Notional amount $ 97 $ 23 $ 84 $ 100 $ -- $ -- $ 304
Weighted average:
Receive rate 4.75% 4.60% 4.75% 4.75% --% --% 4.74%
Pay rate 5.66% 5.59% 5.66% 5.66% --% --% 5.65%
------ ------ ------ ----- ----- ------ ------
AMORTIZING RECEIVE
FIXED-INDEX
Notional amount $ 205 $ 170 $1,029 $ 96 $ 110 $ 326 $1,936
Weighted average:
Receive rate 5.54% 5.57% 5.16% 5.88% 6.10% 5.63% 5.40%
Pay rate 5.91% 5.89% 5.71% 5.91% 6.23% 5.92% 5.82%
------ ------ ------ ----- ----- ------ ------
BASIS
Notional amount $ 475 $ -- $ -- $ -- $ -- $ -- $ 475
Weighted average:
Receive rate 6.01% --% --% --% --% --% 6.01%
Pay rate 5.80% --% --% --% --% --% 5.80%
------ ------ ------ ----- ----- ------ ------
OTHER DERIVATIVE
INSTRUMENTS (1)
Notional amount $ 900 $ 128 $ 226 $ 7 $ -- $ 9 $1,270
------ ------ ------ ----- ----- ------ ------
Total notional amount $1,900 $ 431 $1,389 $ 203 $ 112 $ 885 $4,920
====== ====== ====== ===== ===== ====== ======
</TABLE>
(1) Other derivative instruments include interest rate forward and futures
contracts, interest rate caps written and purchased, foreign exchange
contracts, commitments to purchase securities, commitments to sell loans, and
international swap agreements. Average rates are not meaningful for these
instruments.
36
<PAGE> 21
on a straight-line basis until the stated maturity. Basis swaps are contracts
that allow the Corporation both to receive or pay amounts based on LIBOR, prime
or Treasury bill rates.
The table on page 36 summarizes the remaining expected maturities and
weighted average interest rates to be received and paid on all interest rate
swaps as of December 31, 1994. A key assumption in the calculation of this
information is that rates remain constant at December 31, 1994 levels.
Customer Initiated Derivative
Financial Instruments
The Corporation also provides various derivative products to accommodate
customers' business needs. Customer initiated derivatives activities mainly
involve the following: (1) entering into foreign exchange contracts with
customers seeking to minimize exposure to foreign exchange rate risk and (2)
offering interest rate caps and interest rate swaps to customers seeking to
manage exposure to interest rate risk.
Notional amounts of customer initiated foreign exchange contracts
entered into as of year-end 1994 and 1993 were $501 million and $224 million,
respectively. Foreign exchange contracts entered into with customers are
typically offset immediately by establishing other foreign exchange positions.
Therefore, market risk exposure for these positions is minimal. As of December
31, 1994 and 1993, the notional amounts of interest rate caps sold to customers
were $369 million and $132 million, respectively. The notional amounts of
interest rate swaps entered into with customers totaled $7 million and $30
million at year-end 1994 and 1993, respectively. Although management may enter
into offsetting interest rate swap agreements to minimize exposure to risk on
customer-related swaps, interest rate caps sold to customers are not necessarily
offset with other derivative transactions. However, corporate policy limits the
activity involving such derivatives.
PARENT COMPANY
Bank regulatory agencies limit the amount of dividends subsidiary banks can pay
to the Corporation's parent company. This, in turn, could limit the
Corporation's ability to pay dividends to shareholders. During 1995, the
subsidiary banks can pay dividends of up to $153 million plus current net
profits without prior regulatory approval. At December 31, 1994, total assets
of the Corporation's parent company, excluding the investment in subsidiaries,
were 86 percent of total liabilities.
OTHER MATTERS
As disclosed in Note 18 of the consolidated financial statements on page 52, a
lawsuit was filed on July 24, 1990, by the State of Michigan against a
subsidiary bank involving hazardous waste issues.
The Corporation's motion for summary judgment was granted, and the State
of Michigan has filed an appeal which is still pending. Management believes that
even if the summary judgment is not upheld on appeal, the results of this action
will not have a materially adverse effect on the Corporation's consolidated
financial position. However, depending upon the amount of ultimate liability, if
any, and the consolidated results of operations in the year of final resolution,
the legal action may have a materially adverse effect on the consolidated
results of operations in that year.
37
<PAGE> 22
CONSOLIDATED BALANCE SHEETS: COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
December 31
(in thousands, except share data) 1994 1993
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,822,313 $ 1,600,695
Interest-bearing deposits with banks 378,873 1,026,473
Federal funds sold and securities purchased under agreements to resell 46,000 1,091,789
Trading account securities 4,332 3,600
Mortgages held for sale 91,547 330,667
Investment securities available for sale 2,906,296 2,322,101
Investment securities held to maturity (estimated fair value of
$4,659,317 in 1994 and $4,030,492 in 1993) 4,970,165 3,977,450
------------ -------------
Total investment securities 7,876,461 6,299,551
Commercial loans 10,633,808 9,086,757
International loans 1,195,328 1,135,585
Real estate construction loans 413,987 437,481
Commercial mortgage loans 3,056,337 2,699,861
Residential mortgage loans 2,436,445 1,856,822
Consumer loans 4,214,716 3,674,256
Lease financing 258,625 209,185
------------ -------------
Total loans 22,209,246 19,099,947
Less allowance for loan losses (326,195) (298,685)
------------ -------------
Net loans 21,883,051 18,801,262
Premises and equipment 437,757 399,123
Customers' liability on acceptances outstanding 33,632 38,212
Accrued income and other assets 855,936 703,501
------------ -------------
Total assets $ 33,429,902 $ 30,294,873
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits (noninterest-bearing) $ 5,257,396 $ 4,939,234
Interest-bearing deposits 14,741,438 14,642,834
Deposits in foreign offices 2,433,482 1,367,811
------------ -------------
Total deposits 22,432,316 20,949,879
Federal funds purchased and securities sold
under agreements to repurchase 2,594,189 450,092
Other borrowed funds 1,611,219 4,950,507
Acceptances outstanding 33,632 38,212
Accrued expenses and other liabilities 268,823 263,969
Medium- and long-term debt 4,097,943 1,460,556
------------ -------------
Total liabilities 31,038,122 28,113,215
Common stock--$5 par value
Authorized--250,000,000 shares
Issued--119,294,531 shares in 1994 and 1993 596,473 596,473
Capital surplus 525,052 524,186
Unrealized gains and losses on investment securities available for sale (55,039) 27,473
Retained earnings 1,390,405 1,155,280
Less cost of common stock in treasury--2,382,333 shares
in 1994 and 4,423,603 shares in 1993 (65,111) (121,754)
------------ -------------
Total shareholders' equity 2,391,780 2,181,658
------------ -------------
Total liabilities and shareholders' equity $ 33,429,902 $ 30,294,873
============ =============
</TABLE>
See notes to consolidated financial statements.
38
<PAGE> 23
CONSOLIDATED STATEMENTS OF INCOME: COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
Year Ended December 31
(in thousands, except per share data) 1994 1993 1992
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $1,577,329 $1,388,169 $1,445,350
Interest on investment securities
Taxable 446,307 307,354 356,299
Exempt from federal income tax 30,645 40,124 54,457
---------- ---------- ----------
Total interest on investment securities 476,952 347,478 410,756
Trading account interest 70 640 3,012
Interest on federal funds sold and securities
purchased under agreements to resell 4,717 4,050 14,619
Interest on time deposits with banks 21,858 27,744 45,065
Interest on mortgages held for sale 10,998 14,772 14,387
---------- ---------- ----------
Total interest income 2,091,924 1,782,853 1,933,189
INTEREST EXPENSE
Interest on deposits 542,727 529,802 706,873
Interest on short-term borrowings
Federal funds purchased and securities
sold under agreements to repurchase 121,390 47,817 53,422
Other borrowed funds 78,546 41,216 45,998
Interest on medium- and long-term debt 147,942 62,719 29,742
Net interest rate swap income (28,808) (32,239) (24,292)
---------- ---------- ----------
Total interest expense 861,797 649,315 811,743
---------- ---------- ----------
Net interest income 1,230,127 1,133,538 1,121,446
Provision for loan losses 56,000 69,000 111,562
---------- ---------- ----------
Net interest income after provision for loan losses 1,174,127 1,064,538 1,009,884
NONINTEREST INCOME
Income from fiduciary activities 121,755 122,280 113,895
Service charges on deposit accounts 123,626 120,125 113,099
Customhouse broker fees 40,662 39,926 38,010
Revolving credit fees 41,190 35,707 34,059
Securities gains 3,461 1,978 6,320
Other noninterest income 135,943 142,486 105,791
---------- ---------- ----------
Total noninterest income 466,637 462,502 411,174
NONINTEREST EXPENSES
Salaries and employee benefits 548,607 528,658 516,341
Net occupancy expense 98,885 95,736 86,041
Equipment expense 67,319 62,401 57,398
FDIC insurance expense 44,276 44,593 44,629
Telecommunications expense 27,304 20,788 17,270
Merger, integration and restructuring charge 7,000 22,000 128,000
Other noninterest expenses 265,278 264,289 242,344
---------- ---------- ----------
Total noninterest expenses 1,058,669 1,038,465 1,092,023
---------- ---------- ----------
Income before income taxes 582,095 488,575 329,035
Provision for income taxes 194,853 147,937 88,603
---------- ---------- ----------
Net Income $ 387,242 $ 340,638 $ 240,432
========== ========== ==========
Net income applicable to common stock $ 387,242 $ 340,596 $ 236,819
========== ========== ==========
NET INCOME PER COMMON SHARE
Primary $3.28 $2.85 $1.99
Fully diluted $3.28 $2.85 $1.98
Primary average shares 118,160 119,569 119,113
Cash dividends declared on common stock $145,098 $125,411 $107,788
Dividends per common share $1.24 $1.07 $0.96
</TABLE>
See notes to consolidated financial statements.
39
<PAGE> 24
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY:
COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
Redeemable Unrealized Total
Preferred Common Capital Gains Retained Treasury Shareholders'
(in thousands, except share data) Stock Stock Surplus and (Losses) Earnings Stock Equity
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCES AT JANUARY 1, 1992 $ 37,605 $304,164 $508,841 $ -- $1,110,404 $ (25,324) $1,935,690
Net income for 1992 -- -- -- -- 240,432 -- 240,432
Cash dividends declared
Preferred stock -- -- -- -- (3,613) -- (3,613)
Common stock -- -- -- -- (107,788) -- (107,788)
Purchase of 89,383 shares
of common stock -- -- -- -- -- (5,635) (5,635)
Issuance of common stock under
employee stock plans and for
conversion of debentures -- 5,055 28,077 -- (357) 2,097 34,872
Amortization of deferred
compensation -- -- 1,179 -- -- -- 1,179
-------- -------- -------- -------- ---------- --------- ----------
BALANCES AT DECEMBER 31, 1992 37,605 309,219 538,097 -- 1,239,078 (28,862) 2,095,137
Net income for 1993 -- -- -- -- 340,638 -- 340,638
Cash dividends declared
Preferred stock -- -- -- -- (42) -- (42)
Common stock -- -- -- -- (125,411) -- (125,411)
Purchase of 4,720,117 shares
of common stock -- -- -- -- -- (128,848) (128,848)
Retirement of treasury stock -- (4,105) (17,730) -- (505) 22,340 --
Issuance of common stock under
employee stock plans and for
conversion of debentures -- 3,780 3,118 -- (6,725) 13,616 13,789
Stock split -- 287,579 -- -- (287,579) -- --
Amortization of deferred
compensation -- -- 701 -- -- -- 701
Redemption of preferred stock (37,605) -- -- -- (4,174) -- (41,779)
Adjustment for change
in accounting method,
net of income taxes -- -- -- 27,473 -- -- 27,473
-------- -------- -------- -------- ---------- --------- ----------
BALANCES AT DECEMBER 31, 1993 -- 596,473 524,186 27,473 1,155,280 (121,754) 2,181,658
Net income for 1994 -- -- -- -- 387,242 -- 387,242
Cash dividends declared
on common stock -- -- -- -- (145,098) -- (145,098)
Purchase of 2,810,564 shares
of common stock -- -- -- -- -- (76,280) (76,280)
Issuance of common stock:
Employee stock plans -- -- 373 -- (3,161) 7,702 4,914
Acquisition of Pacific Western -- -- -- -- (3,858) 125,221 121,363
Amortization of deferred
compensation -- -- 493 -- -- -- 493
Change in unrealized gains/(losses)
on investment securities available
for sale -- -- -- (82,512) -- -- (82,512)
-------- -------- -------- -------- ---------- --------- ----------
BALANCES AT DECEMBER 31, 1994 $ -- $596,473 $525,052 $(55,039) $1,390,405 $ (65,111) $2,391,780
======== ======== ======== ======== ========== ========= ==========
</TABLE>
( ) Indicates deduction.
See notes to consolidated financial statements.
40
<PAGE> 25
CONSOLIDATED STATEMENTS OF CASH FLOWS: COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
Year Ended December 31
(in thousands) 1994 1993 1992
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 387,242 $ 340,638 $ 240,432
Adjustments to reconcile net income to
net cash provided by operating activities
Provision for loan losses 56,000 69,000 111,562
Depreciation 59,819 54,473 52,788
Merger, integration and restructuring charge (19,733) (10,258) 37,618
Net (increase) decrease in trading account securities (732) 105,779 (95,095)
Net (increase) decrease in mortgages held for sale 239,120 (95,955) (75,115)
Net (increase) decrease in accrued income receivable (43,495) (2,888) 59,615
Net increase (decrease) in accrued expenses (31,845) 15,967 (104,096)
Net amortization of intangibles 29,667 42,967 32,741
Other, net 27,948 (121,850) 94,079
----------- ----------- -----------
Total adjustments 316,749 57,235 114,097
----------- ----------- -----------
Net cash provided by operating activities 703,991 397,873 354,529
INVESTING ACTIVITIES
Net decrease in interest-bearing deposits with banks 647,600 295,042 120,643
Net (increase) decrease in federal funds sold and securities
purchased under agreements to resell 1,045,789 (1,005,157) 2,324,632
Proceeds from sale of investment securities available for sale 3,001 -- --
Proceeds from maturity of investment securities available for sale 565,445 -- --
Purchases of investment securities available for sale (1,150,178) -- --
Proceeds from sale of investment securities held to maturity -- -- 214,110
Proceeds from maturity of investment securities held to maturity 1,429,966 3,316,794 3,437,288
Purchases of investment securities held to maturity (2,197,840) (4,320,627) (3,304,872)
Net increase in loans (other than loans purchased) (2,224,057) (927,971) (601,532)
Purchase of loans (257,043) (23,868) (59,175)
Fixed assets, net (78,454) (79,305) (39,474)
Net (increase) decrease in customers' liability on acceptances outstanding 4,580 (12,548) 4,444
Net cash provided by (used for) acquisitions 58,626 -- (56,220)
----------- ----------- -----------
Net cash provided by (used in) investing activities (2,152,565) (2,757,640) 2,039,844
FINANCING ACTIVITIES
Net increase (decrease) in deposits 304,768 (249,639) (717,097)
Net increase (decrease) in short-term borrowings (1,056,522) 2,178,890 (2,013,389)
Net increase (decrease) in acceptances outstanding (4,580) 12,548 (4,444)
Proceeds from issuance of medium- and long-term debt 3,550,000 1,005,000 450,000
Repayments and purchases of medium- and long-term debt (912,613) (280,541) (13,931)
Proceeds from issuance of common stock and other capital transactions 5,407 9,395 33,057
Purchase of common stock for treasury (76,280) (128,848) (5,635)
Redemption of preferred stock -- (41,779) --
Dividends paid (139,988) (124,306) (80,472)
----------- ----------- -----------
Net cash provided by (used in) financing activities 1,670,192 2,380,720 (2,351,911)
----------- ----------- -----------
Net increase in cash and due from banks 221,618 20,953 42,462
Cash and due from banks at beginning of year 1,600,695 1,579,742 1,537,280
----------- ----------- -----------
Cash and due from banks at end of year $ 1,822,313 $ 1,600,695 $ 1,579,742
=========== =========== ===========
Interest paid $ 862,563 $ 665,297 $ 887,232
=========== =========== ===========
Income taxes paid $ 171,851 $ 109,557 $ 115,835
=========== =========== ===========
Noncash investing and financing activities
Loan transfers to other real estate $ 26,598 $ 38,955 $ 20,784
=========== =========== ===========
Conversion of debentures to equity $ -- $ 5,095 $ 1,348
=========== =========== ===========
Treasury stock issued for acquisition $ 121,363 $ -- $ --
=========== =========== ===========
Loan transfers to investment securities $ 91,538 $ -- $ --
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
41
<PAGE> 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS: COMERICA INCORPORATED AND
SUBSIDIARIES
NOTE 1--ACCOUNTING POLICIES
The accounting and reporting policies of Comerica Incorporated and its
subsidiaries conform to generally accepted accounting principles and prevailing
practices within the banking industry.
The following is a summary of the more significant accounting and
reporting policies.
CONSOLIDATION
The consolidated financial statements include the accounts of the Corporation
and its subsidiaries after elimination of all significant intercompany accounts
and transactions.
The historical consolidated financial statements have been restated to
include the accounts and results of operations for acquisitions accounted for
as pooling-of-interests combinations. For acquisitions of subsidiary banks
using the purchase method of accounting, the assets acquired and liabilities
assumed have been adjusted to fair market values at the date of acquisition,
and the resulting net discount or premium is being accreted or amortized into
income over the remaining lives of the relevant assets and liabilities.
Goodwill representing the excess of cost over the net book value of
identifiable assets acquired is amortized on a straight-line basis over periods
ranging from 10 to 30 years. Core deposit intangible assets are amortized on
an accelerated method over 10 years.
MORTGAGES HELD FOR SALE
Mortgages held for sale are carried at the lower of cost or market. Market
value is determined in the aggregate.
SECURITIES
Investment securities held to maturity are those securities which management
has the ability and positive intent to hold to maturity. Investment securities
held to maturity are stated at cost, adjusted for amortization of premium and
accretion of discount.
Investment securities that fail to meet the ability and positive intent
criteria are accounted for as securities available for sale, and stated at fair
value with unrealized gains and losses, net of income taxes, reported as a
component of shareholders' equity.
Trading account securities are carried at market value. Realized and
unrealized gains or losses on trading securities are included in noninterest
income.
Gains or losses on the sale of securities are computed based on the
adjusted cost of the specific security.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost, less accumulated depreciation and
amortization. Depreciation, computed on the straight-line method, is charged to
operations over the estimated useful lives of the properties. Leasehold
improvements are amortized over the terms of their respective leases or the
estimated useful lives of the improvements, whichever is shorter.
ALLOWANCE FOR LOAN LOSSES
The allowance is maintained at a level adequate to absorb losses inherent in
the loan portfolio. Management determines the adequacy of the allowance by
applying projected loss ratios to the risk ratings of loans both individually
and by category. The projected loss ratios incorporate such factors as recent
loss experience, current economic conditions, the risk characteristics of the
various categories and concentrations of loans, transfer risk problems and
other pertinent factors. Loans which are deemed uncollectible are charged off
and deducted from the allowance. The provision for loan losses and recoveries
on loans previously charged off are added to the allowance.
NONPERFORMING ASSETS
Nonperforming assets are comprised of loans for which the accrual of interest
has been discontinued, loans for which the terms have been renegotiated to less
than market rates due to a serious weakening of the borrower's financial
condition, and other real estate which has been acquired primarily through
foreclosure and is awaiting disposition.
Loans generally are placed on nonaccrual status when principal or interest
is past due 90 days or more and/or when, in the opinion of management, full
collection of principal or interest is unlikely. At the time a loan is placed
on nonaccrual status, interest previously accrued but not collected is charged
against current income. Income on such loans is then recognized only to the
extent that cash is received and where future collection of principal is
probable.
Other real estate acquired is carried at the lower of cost or fair value,
minus estimated costs to sell. When the property is acquired through
foreclosure, any excess of the related loan balance over fair value is charged
to the allowance for loan losses. Subsequent write-downs, operating expenses,
and losses upon sale, if any, are charged to noninterest expenses.
PENSION COSTS
Pension costs are charged to salaries and employee benefits expense and funded
consistent with the requirements of federal law and regulations.
POSTRETIREMENT BENEFITS
Postretirement benefits are recognized in the financial statements during the
employee's active service period. Prior to 1993, the Corporation's practice was
to expense these benefits when paid.
42
<PAGE> 27
DERIVATIVE FINANCIAL INSTRUMENTS
Interest rate swaps, interest rate caps, and forward and futures contracts used
to manage the Corporation's exposure to interest rate risk are accounted for on
an accrual basis. Therefore, the net income or expense arising from these
instruments, including premiums paid or received, is recognized over the life
of the contract as an adjustment to interest expense. Gains and losses on
early terminations of risk management derivatives are included in the carrying
amount of the related assets or liabilities and amortized as yield adjustments
over the remaining terms of the assets or liabilities.
Foreign exchange contracts, interest rate caps and interest rate swaps
initiated by customers are accounted for on a mark-to-market basis. Therefore,
the market values of these instruments are reflected in the consolidated
balance sheets and both realized and unrealized gains and losses are recognized
currently in noninterest income.
INCOME TAXES
Provisions for income taxes are based on amounts reported in the statements of
income (after exclusion of nontaxable income such as interest on state and
municipal securities) and include deferred income taxes on temporary
differences in the recognition of income and expense for tax and financial
statement purposes.
STATEMENTS OF CASH FLOWS
For the purpose of presentation in the statements of cash flows, cash and cash
equivalents are defined as those amounts included in the balance sheet caption,
"Cash and due from banks."
LOAN ORIGINATION FEES AND COSTS
Loan origination and commitment fees are deferred and recognized over the life
of the related loan or over the commitment period as a yield adjustment. Loan
fees on unused commitments and fees related to loans sold are recognized
currently as other noninterest income.
NOTE 2--MERGER AND ACQUISITIONS
In connection with the merger with Manufacturers in 1992, the Corporation
incurred a charge of $128 million ($92 million after-tax) principally as a
result of the planned reduction of 1,800 positions in the combined entities;
properties and equipment costs associated with writing off duplicate facilities
and computer systems; and advisory fees. An additional pre-tax charge of $22
million ($14 million after-tax) was incurred in the fourth quarter of 1993 for
ongoing merger and integration costs.
During the years ended December 31, 1994, 1993 and 1992 Comerica made the
following acquisitions:
Transactions accounted for as purchases:
<TABLE>
<CAPTION>
FMV of FMV of
Assets Liabilities Purchase Intangibles
(in millions) Acquired Assumed Price Recorded
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
During 1994
Pacific Western Bancshares $ 1,029 $ 908 $ 121 $ 70
Lockwood Banc Group 332 288 44 27
During 1992
Hibernia National Bank
in Texas 841 785 56 11
----------------------------------------------------------------------------------------------
</TABLE>
Transactions accounted for using the pooling-of-interests method:
<TABLE>
<CAPTION>
Common
Shares Issued
------------------------------------------------------------------------------------
<S> <C>
During 1993
NorthPark National Corporation 2,677,706
Sugar Creek National Corporation 892,976
------------------------------------------------------------------------------------
</TABLE>
The Corporation announced the following acquisition which is expected to be
completed in 1995, pending all regulatory approvals:
<TABLE>
<CAPTION>
Asset Purchase
(in millions) Size Price Method
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
University Bank and Trust $460 $70 Purchase
-----------------------------------------------------------------------------------
</TABLE>
NOTE 3--INVESTMENT SECURITIES
Information concerning investment securities as shown
in the consolidated balance sheets of the Corporation was
as follows:
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Estimated
(in thousands) Cost Gains Losses Fair Value
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1994
U.S. Government and
agency securities $4,461,592 $ 5,538 $328,757 $4,138,373
State and municipal
securities 421,975 15,820 2,192 435,603
Other securities 86,598 308 1,565 85,341
-------------------------------------------------------
Total securities
held to maturity $4,970,165 $21,666 $332,514 $4,659,317
=================================================================================
December 31, 1993
U.S. Government and
agency securities $3,232,127 $27,413 $ 12,452 $3,247,088
State and municipal
securities 513,020 39,470 1,376 551,114
Other securities 232,303 2,536 2,549 232,290
-------------------------------------------------------
Total securities
held to maturity $3,977,450 $69,419 $ 16,377 $4,030,492
=================================================================================
</TABLE>
43
<PAGE> 28
Gross unrealized gains and losses were $13 million and $98 million,
respectively, at December 31, 1994 and $46 million and $4 million at December
31, 1993 for securities available for sale. The available for sale portfolio is
primarily U.S. Government and agency securities.
The cost and estimated fair values of debt securities by contractual
maturity were as follows (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.
<TABLE>
<CAPTION>
Available for Sale Held to Maturity
-------------------------- --------------------------
December 31, 1994 Estimated Estimated
(in thousands) Cost Fair Value Cost Fair Value
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Contractual maturity
Within one year $ 429,934 $ 417,642 $ 98,345 $ 99,418
Over one year to
five years 40,351 41,210 297,952 305,871
Over five years to
ten years 2,163 1,779 92,027 94,913
Over ten years 88,018 74,472 33,439 34,301
------------------------ --------------------------
Sub-total securities 560,466 535,103 521,763 534,503
Mortgage-backed
securities 2,374,054 2,312,642 4,448,402 4,124,814
Equity and other
non-debt securities 56,361 58,551 -- --
------------------------ --------------------------
Total securities $2,990,881 $2,906,296 $4,970,165 $4,659,317
===================================================================================
</TABLE>
Sales and calls of investment securities available for sale and calls of
investment securities held to maturity resulted in realized gains and losses as
follows:
<TABLE>
<CAPTION>
Year Ended December 31 Available for Sale Held to Maturity
-------------------------- --------------------------
(in thousands) 1994 1993 1994 1993
------------------------------------------------------ --------------------------
<S> <C> <C>
Securities gains $ 2,557 $ n/a $ 926 $ 2,128
Securities losses -- n/a (22) (150)
-------------------------- --------------------------
Total $ 2,557 $ n/a $ 904 $ 1,978
</TABLE>
Assets, principally securities, carried at approximately $6.3 billion at
December 31, 1994, were pledged to secure public deposits (including State of
Michigan deposits of $33 million at December 31, 1994), and for other purposes
as required by law.
Note 4--NONPERFORMING ASSETS
The following table summarizes nonperforming assets and loans which are
contractually past due 90 days or more as to interest or principal payments.
Nonperforming assets consist of nonaccrual loans, reduced-rate loans and other
real estate. Nonaccrual loans are those on which interest is not being
recognized. Reduced-rate loans are those on which interest has been
renegotiated to lower than market rates because of the weakened financial
condition of the borrower.
Nonaccrual and reduced-rate loans are included in loans on the consolidated
balance sheet.
<TABLE>
<CAPTION>
December 31
(in thousands) 1994 1993
-----------------------------------------------------------------------------------
<S> <C> <C>
Nonaccrual loans
Commercial loans $ 88,514 $ 71,268
International loans -- 215
Real estate construction loans 16,941 18,748
Real estate mortgage loans
(principally commercial) 56,268 63,688
--------- --------
Total 161,723 153,919
Reduced-rate loans 2,299 5,057
--------- ---------
Total nonperforming loans 164,022 158,976
Other real estate 40,462 50,174
--------- --------
Total nonperforming assets $204,484 $209,150
======== ========
Loans past due 90 days $ 39,161 $ 45,880
======== ========
Gross interest income that would
have been recorded had the
nonaccrual and reduced-rate
loans performed in accordance
with original terms $ 17,406 $ 20,247
======== ========
Interest income recognized $ 3,325 $ 1,394
======== ========
</TABLE>
SFAS No. 114, "Accounting by Creditors for Impairment of a Loan," and SFAS
No. 118, "Accounting by Creditors for Impairment of a Loan--Income Recognition
and Disclosures" are effective beginning January 1, 1995. These standards will
not have a material impact on the Corporation's financial statements.
Note 5--ALLOWANCE FOR LOAN LOSSES
An analysis of changes in the allowance for loan
losses follows:
<TABLE>
<CAPTION>
(in thousands) 1994 1993 1992
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at January 1 $ 298,685 $ 308,007 $ 279,342
Allowance of institutions and
loans purchased/sold 19,467 -- 16,335
Loans charged off (83,086) (110,504) (120,778)
Recoveries on loans previously
charged off 35,129 32,182 21,546
--------- --------- ---------
Net loans charged off (47,957) (78,322) (99,232)
Provision for loan losses 56,000 69,000 111,562
--------- -------- ---------
Balance at December 31 $ 326,195 $ 298,685 $ 308,007
========= ========= =========
As a percent of total loans 1.47% 1.56% 1.69%
========= ========== ==========
</TABLE>
NOTE 6--SIGNIFICANT GROUP
CONCENTRATIONS OF CREDIT RISK
Concentrations of both on-balance-sheet and off-balance-sheet credit risk are
controlled and monitored as part of the Corporation's credit policies. The
Corporation is a regional bank holding company with a geographic concentration
of its on-balance-sheet and off-balance-sheet activities cen-
44
<PAGE> 29
tered in Michigan. In addition, the Corporation has an industry concentration
with the automotive industry, which includes manufacturers and their finance
subsidiaries, suppliers, dealers and company executives.
At December 31, 1994 and 1993, the Corporation's exposure from loan
commitments and guarantees to companies related to the automotive industry
totaled $6.4 billion and $5.5 billion, respectively. Additionally, the
Corporation's commercial real estate loans, including commercial mortgages and
construction loans, totaled $3.5 billion in 1994 and $3.1 billion in 1993.
Approximately $1.6 billion of the Corporation's commercial real estate loans at
December 31, 1994 involves mortgages on owner-occupied properties. Those
borrowers are involved in business activities other than real estate, and the
sources of repayment are not dependent on the performance of the real estate
market.
NOTE 7--PREMISES AND EQUIPMENT
A summary of premises and equipment at December 31 by major category follows:
<TABLE>
<CAPTION>
(in thousands) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Land $ 59,142 $ 52,932
Buildings and improvements 372,988 335,365
Furniture and equipment 453,131 409,728
--------- ---------
Total cost 885,261 798,025
Less accumulated depreciation and
amortization (447,504) (398,902)
--------- ---------
Net book value $ 437,757 $ 399,123
========= =========
</TABLE>
Other noninterest income for 1993 includes a $24 million gain on the sale
of land adjacent to an operations center.
Rental expense for leased properties and equipment amounted to $44 million
in 1994, $42 million in 1993, and $41 million in 1992. Future minimum lease
rentals under noncancelable operating lease obligations for 1995, 1996, 1997,
1998, 1999 and 2000 and later are $31 million, $30 million, $24 million, $22
million, $20 million, and $100 million, respectively.
NOTE 8--SHORT-TERM BORROWINGS
Federal funds purchased and securities sold under agreements to repurchase
generally mature within one to four days from the transaction date. Other
borrowed funds, consisting of commercial paper, borrowed securities, term
federal funds purchased, short-term notes and treasury tax and loan deposits,
generally mature within one to 120 days from the transaction date. The
following is a summary of short-term borrowings for the three years ended
December 31, 1994:
<TABLE>
<CAPTION>
Federal Funds Purchased Other
and Securities Sold Under Borrowed
(in thousands) Agreements to Repurchase Funds
------------------------------------------------------------------------------
<S> <C> <C>
December 31, 1994
Amount outstanding at year-end $2,594,189 $1,611,219
Weighted average interest rate at year-end 5.64% 4.96%
Daily average amount outstanding $2,817,585 $2,002,249
Weighted average interest rate for the year 4.31% 3.92%
Maximum amount outstanding
at any month-end $3,313,085 $5,250,830
December 31, 1993
Amount outstanding at year-end $ 450,092 $4,950,507
Weighted average interest rate at year-end 2.89% 2.66%
Daily average amount outstanding $1,586,662 $1,431,692
Weighted average interest rate for the year 3.01% 2.88%
Maximum amount outstanding
at any month-end $3,340,562 $4,950,507
December 31, 1992
Amount outstanding at year-end $1,646,291 $1,575,418
Weighted average interest rate at year-end 2.75% 2.52%
Daily average amount outstanding $1,552,616 $1,307,908
Weighted average interest rate for the year 3.44% 3.52%
Maximum amount outstanding
at any month-end $2,214,077 $3,302,345
</TABLE>
At December 31, 1994, the parent company had available additional credit
totaling $60 million under a line of credit agreement, all of which was unused.
The line is subject to annual review.
NOTE 9--MEDIUM- AND LONG-TERM DEBT
Medium- and long-term debt consisted of the following at December 31:
<TABLE>
<CAPTION>
(in thousands) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Parent Company
9.75% subordinated notes due 1999 $ 74,601 $ 74,511
10.125% subordinated debentures due 1998 74,721 74,641
---------- ----------
Total parent company 149,322 149,152
Subsidiaries
Subordinated notes:
8.375% subordinated notes due 2024 147,709 --
7.25% subordinated notes due 2002 148,777 148,619
6.875% subordinated notes due 2008 98,990 98,913
7.125% subordinated notes due 2013 147,890 147,779
FDIC subordinated note due 1995 4,500 8,941
---------- ----------
Total subordinated notes 547,866 404,252
Medium-term notes:
Floating rate based on Treasury bill indices 2,849,205 --
Floating rate based on Prime indices 299,988 100,000
Floating rate based on LIBOR indices 25,000 50,000
Fixed rate notes with interest rates ranging
from 3.55% to 5.95% 224,610 754,285
---------- ---------
Total medium-term notes 3,398,803 904,285
Notes payable bearing interest at rates
ranging from 6.29% to 11.15% and maturing
on dates ranging from 1995 through 1996 1,952 2,867
---------- ---------
Total subsidiaries 3,948,621 1,311,404
---------- ---------
Total medium- and long-term debt $4,097,943 $1,460,556
========== ==========
</TABLE>
45
<PAGE> 30
All subordinated notes and debentures, with maturities greater than one
year, qualify as tier 2 capital.
The interest rate on the FDIC note is determined quarterly and is set at
50 basis points over the 52-week U.S. Treasury Bill discount rate (5.88% at
December 31, 1994).
Under established medium-term senior bank note programs, certain of the
Corporation's bank subsidiaries may offer an aggregate principal amount of up
to $4.5 billion. The notes can be issued as fixed or floating rate notes and
with terms from nine months to 15 years. The interest rate on the floating rate
medium-term note based on the London Interbank Offered Rate (LIBOR) was 4.375%
at December 31, 1994. The note is due June 1, 1995. The interest rates on the
floating rate medium-term notes based on the bank prime rate (8.50% at December
31, 1994) ranged from prime minus 2.48% to prime minus 2.25% for notes maturing
in 1995. The interest rates on the floating medium-term notes based on the
three-month U.S. Treasury Bill bond equivalent rate (5.72% at December 31,
1994) ranged from the rate plus 0.10% to the rate plus 0.30% for notes maturing
from 1995 to 1997. The maturities of the fixed rate notes range from 1995 to
1997. The medium-term notes do not qualify as tier 2 capital and are not
insured by the FDIC.
The principal maturities of medium- and long-term debt for 1995, 1996,
1997, 1998, 1999 and 2000 and later are $2,356 million, $500 million, $550
million, $75 million, $75 million and $550 million, respectively.
NOTE 10--SHAREHOLDERS' EQUITY
The board of directors has authorized the repurchase of up to 6.7 million
shares of Comerica Incorporated common stock for general corporate purposes,
acquisitions and employee benefit plans. At December 31, 1994, 1.7 million
shares had been repurchased. The Corporation intends to reissue up to 1.6
million shares to shareholders of University Bank and Trust, in exchange for a
portion of University stock.
The redeemable preferred stock was redeemed on January 4, 1993 for $42
million.
At December 31, 1994, the Corporation had reserved 4.2 million shares of
common stock for issuance to employees under the Corporation's profit sharing
and long-term incentive plans.
NOTE 11--NET INCOME PER COMMON SHARE
Primary net income per common share is computed by dividing adjusted net income
by the weighted average number of shares of common stock and dilutive common
stock equivalents outstanding during the period. Common stock equivalents
consist of common stock issuable under the assumed exercise of stock options
granted under the Corporation's stock plans, using the treasury stock method.
Fully diluted net income per share of common stock is computed by assuming
conversion of common stock equivalents and convertible subordinated notes after
eliminating the related after-tax interest expense. A computation of earnings
per share follows:
<TABLE>
<CAPTION>
Year Ended December 31
(in thousands, except per share data) 1994 1993 1992
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Primary
Average shares outstanding 117,264 118,461 117,185
Common stock equivalent
Net effect of the assumed
exercise of stock options 896 1,108 1,928
--------- --------- ---------
Primary average shares 118,160 119,569 119,113
========= ========= =========
Net income $ 387,242 $ 340,638 $ 240,432
Less preferred stock dividends -- 42 3,613
--------- --------- ---------
Income applicable to common stock $ 387,242 $ 340,596 $ 236,819
========= ========= =========
Primary net income per share $3.28 $2.85 $1.99
Fully diluted
Average shares outstanding 117,264 118,461 117,185
Common stock equivalents
Net effect of the assumed
exercise of stock options 899 1,109 2,054
Average shares reserved for
conversion of convertible debt -- 166 800
--------- --------- ---------
Fully diluted average shares 118,163 119,736 120,039
========= ========= =========
Net income $ 387,242 $ 340,638 $ 240,432
Less preferred stock dividends -- 42 3,613
--------- --------- ---------
Income applicable to common stock 387,242 340,596 236,819
Interest on convertible debt less
related income tax effect -- 86 390
--------- --------- ---------
Net income applicable to
common stock excluding above
interest (net of income tax effect) $ 387,242 $ 340,682 $ 237,209
========= ========= =========
Fully diluted net income per share $3.28 $2.85 $1.98
</TABLE>
NOTE 12--LONG-TERM INCENTIVE PLAN
The Corporation has long-term incentive plans under which it has awarded both
shares of restricted stock to key executive officers and stock options to key
executive and senior officers of the Corporation and its subsidiaries. The
exercise price of the stock options is equal to the fair market value at the
time the options are granted and the options may
46
<PAGE> 31
have restrictions regarding exercisability. The duration of each option is
determined at the date of grant; however, no options may be exercised later
than ten years from the date of grant.
<TABLE>
<CAPTION>
Number Exercise Price Range
-------------------------------------------------------------------------
<S> <C> <C>
Outstanding--January 1, 1992 4,407,194 $ 7.00 -- $23.57
Granted 890,000 29.75 -- 31.06
Cancelled (44,848) 12.89 -- 29.75
Exercised (1,980,776) 7.00 -- 19.32
Expired --
---------- ------------------
Outstanding--December 31, 1992 3,271,570 8.71 -- 31.06
Granted 754,740 32.38
Cancelled (139,943) 11.40 -- 32.38
Exercised (445,094) 8.71 -- 29.75
Expired --
---------- ------------------
Outstanding--December 31, 1993 3,441,273 8.71 -- 32.38
Granted 887,350 27.00 -- 28.50
Cancelled (92,877) 14.75 -- 32.38
Exercised (247,726) 8.71 -- 29.75
Expired --
---------- ------------------
Outstanding--December 31, 1994 3,988,020 $ 8.71 -- $32.38
========== ==================
Exercisable--December 31, 1994 1,882,815
Available for grant--December 31, 1994 112,650
</TABLE>
NOTE 13--EMPLOYEE BENEFIT PLANS
The Corporation has either defined benefit or defined contribution pension
plans in effect for substantially all full-time employees. Staff expense
includes income of $2.3 million in 1994, expense of $2.4 million in 1993
and $190 thousand in 1992 for defined benefit plans and expense of $387
thousand in 1994, $866 thousand in 1993 and $748 thousand in 1992 for defined
contribution plans. Benefits under the defined benefit pension plan are based
primarily on years of service and the levels of compensation during the five
highest paid consecutive calendar years occurring during the last ten years
before retirement. The plan's assets primarily consist of U.S. Government and
agency securities, corporate bonds and notes, equity securities and units of
certain collective investment funds administered by Comerica Bank.
Contributions under the defined contribution plans are made at the
discretion of the governing board and are intended to provide not only for
benefits attributed to service to date but also for those expected to be earned
in the future.
The following table sets forth the funded status of the defined benefit
pension plans and amounts recognized on the Corporation's balance sheet:
<TABLE>
<CAPTION>
December 31
(in thousands) 1994 1993
----------------------------------------------------------------------------
<S> <C> <C>
Accumulated benefit obligation
Vested $269,889 $305,461
Nonvested 13,753 16,860
-------- --------
Accumulated benefit obligation 283,642 322,321
Effect of projected future compensation levels 51,974 68,197
-------- --------
Projected benefit obligation 335,616 390,518
Plan assets at fair value 395,365 424,024
-------- --------
Plan assets in excess of projected benefit obligation 59,749 33,506
Unrecognized net loss due to past experience
different from that assumed and effects of
changes in assumptions (27,422) (8,350)
Unrecognized net assets being amortized
over 15 years (29,859) (34,693)
-------- --------
Prepaid pension (liability) $ 2,468 $ (9,537)
======== ========
</TABLE>
Net periodic pension cost consisted of the following:
<TABLE>
<CAPTION>
(in thousands) 1994 1993 1992
----------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost--benefits earned
during the period $ 9,273 $ 11,101 $ 11,923
Interest cost on projected
benefit obligation 27,043 28,541 24,896
Actual return on plan assets 15,323 (44,094) (4,844)
Net amortization and (deferral) (53,926) 6,811 (31,785)
-------- -------- --------
Net pension (income) expense $ (2,287) $ 2,359 $ 190
======== ======== ========
</TABLE>
Actuarial assumptions were as follows:
<TABLE>
<CAPTION>
1994 1993 1992
----------------------------------------------------------------------------
<S> <C> <C> <C>
Discount rate used in determining
projected benefit obligation 8.5% 7.5% 8.25%
Rate of increase in compensation levels 5% 5% 6%
Long-term rate of return on assets 8% 8%-8.75% 8%-8.75%
</TABLE>
The Corporation adopted SFAS No. 106, "Employer's Accounting for
Postretirement Benefits Other Than Pensions" in 1993. This statement mandates
the accrual of the cost of providing postretirement benefits during the active
service period of the employee. The Corporation's previous practice was to
expense these benefits when paid. The Corporation's plan continues
postretirement health care and life insurance benefits for current retirees,
provides a phase-out for employees over 50 as of December 31, 1992, and
substantially reduces all benefits for active employees. The postretirement
plan is currently unfunded.
47
<PAGE> 32
Net periodic postretirement benefit cost included the following components:
<TABLE>
<CAPTION>
(in thousands) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Service cost $ 467 $ 335
Interest cost on accumulated postretirement
benefit obligation 6,698 7,234
Amortization of transition obligation 4,628 4,534
------- -------
Net periodic postretirement benefit cost $11,793 $12,103
======= =======
</TABLE>
For the year ended December 31, 1992, postretirement benefit costs
were recognized on a cash basis and approximated $5 million.
The following table sets forth the status of the postretirement plan
at December 31:
<TABLE>
<CAPTION>
(in thousands) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Retirees $ 74,338 $ 88,915
Other fully eligible plan participants 3,897 1,732
Other active plan participants 5,598 6,358
-------- --------
Total accumulated postretirement benefit
obligation 83,833 97,005
Unrecognized net gain (loss) 8,394 (5,453)
Unrecognized transition obligation (82,988) (86,129)
-------- --------
Accrued postretirement benefit liability $ 9,239 $ 5,423
======== ========
</TABLE>
A 12 percent health care cost trend rate was projected for 1994, and is
assumed to decrease gradually to 6 percent by 2002, remaining constant
thereafter. Increasing each health care rate by one percentage point would
increase the accumulated postretirement benefit obligation by $7 million at
December 31, 1994 and the aggregate of the service and interest cost components
by $570 thousand for the year ended December 31, 1994. A weighted average
discount rate of 8.5 percent was used in determining the accumulated
postretirement benefit obligation.
The Corporation adopted SFAS No. 112, "Employers' Accounting for
Postemployment Benefits" as of December 31, 1993. This accounting standard
provides guidance on the accounting for benefits provided by an employer to
former or inactive employees after active employment but before retirement. The
adoption of SFAS No. 112 resulted in a one-time charge to benefits expense of
nearly $3 million in 1993.
NOTE 14--INCOME TAXES
The current and deferred components of income taxes
were as follows:
<TABLE>
<CAPTION>
(in thousands) 1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Currently payable
Federal $176,322 $129,220 $106,205
State, local and foreign 6,676 4,143 2,348
-------- -------- --------
182,998 133,363 108,553
Deferred federal, state
and local (credit) 11,855 14,574 (19,950)
-------- -------- --------
Total $194,853 $147,937 $ 88,603
======== ======== ========
</TABLE>
There were $1.2 million, $0.7 million and $2.1 million of income taxes
provided on securities transactions in 1994, 1993 and 1992, respectively.
The principal components of deferred tax (assets) liabilities at December
31 were as follows:
<TABLE>
<CAPTION>
(in thousands) 1994 1993
-------------------------------------------------------------------------------
<S> <C> <C>
Allowance for loan losses $(99,305) $(74,166)
Lease financing transactions 83,268 70,303
Allowance for depreciation 8,221 5,640
Deferred loan origination fees and costs (14,268) (13,170)
Investment securities available for sale (29,605) 14,793
Employee benefits (3,405) 1,150
Other temporary differences, net (23,512) (36,923)
-------- --------
Total $(78,606) $(32,373)
======== ========
</TABLE>
The provision for federal income taxes is less than that computed by
applying the federal statutory rate of 35 percent in 1994 and 1993 and 34
percent in 1992 for the reasons in the following analysis:
<TABLE>
<CAPTION>
(in thousands) 1994 1993 1992
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Tax based on statutory rate $203,733 $171,001 $111,872
Effect of tax-exempt interest income (16,153) (18,145) (24,761)
Effect of certain merger
related expenses -- -- 6,800
Other 7,273 (4,919) (5,308)
-------- -------- --------
Provision for income taxes $194,853 $147,937 $ 88,603
======== ======== ========
</TABLE>
NOTE 15--TRANSACTIONS WITH RELATED PARTIES
The Corporation's bank subsidiaries have had, and expect to have in the future,
transactions with the Corporation's directors and their affiliates. Such
transactions were made in the ordinary course of business and included
extensions of credit, all of which were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the same time
for comparable transactions with
48
<PAGE> 33
other customers and did not, in management's opinion, involve more than normal
risk of collectibility or present other unfavorable features. The aggregate
amount of loans attributable to persons who were related parties at December
31, 1994, approximated $136 million at the beginning and $142 million at the
end of 1994. During 1994, new loans to related parties aggregated $96 million
and repayments totaled $90 million.
NOTE 16--DIVIDENDS DECLARED BY BANKING SUBSIDIARIES
Banking regulations limit the transfer of assets in the form of dividends,
loans or advances from the bank subsidiaries to the Corporation. Under the
most restrictive of these regulations, the aggregate amount of dividends which
can be paid to the Corporation without obtaining prior approval from bank
regulatory agencies approximated $153 million at January 1, 1995 plus current
years earnings. Substantially all the assets of the Corporation's subsidiaries
are restricted from transfer to the Corporation in the form of loans or
advances.
Dividends paid to the Corporation by its banking subsidiaries amounted to
$293 million in 1994, $311 million in 1993, and $60 million in 1992.
NOTE 17--FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
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. Derivative financial
instruments include interest rate swaps; options, including interest rate caps;
forward and futures interest and foreign exchange rate contracts; and other
financial instruments with similar characteristics. Credit-related financial
instruments include commitments to extend credit, standby letters of credit,
financial guarantees, and commercial letters of credit. These transactions are
not reflected in the Corporation's consolidated balance sheets.
The contract or notional amounts of off-balance-sheet financial
instruments express the extent of involvement the Corporation has in each
particular class of instrument and generally do not represent future cash
requirements. Off-balance-sheet financial instruments involve, to varying
degrees, elements of credit and market risk. Credit risk represents the
possible loss that may occur in the event of nonperformance by the counterparty
to the financial instrument. Market risk represents the potential loss
resulting from movements in interest or foreign exchange rates which cause an
unfavorable change in the value of an off-balance-sheet financial instrument.
DERIVATIVE FINANCIAL INSTRUMENTS
The nature of the Corporation's operations subject it to interest rate risk to
the extent that there is a difference between the interest-earning assets and
the interest-bearing liabilities that mature or reprice in specified periods.
Asset and liability management activities are focused on providing maximum
levels of net interest income while maintaining acceptable levels of interest
rate and liquidity risk and facilitating funding needs. Various types of
derivative financial instruments are utilized to achieve these objectives. The
use of these derivatives takes place predominately in the interest rate markets
and mainly involves interest rate swaps. Other less commonly used derivative
instruments include interest rate caps and forward and futures interest and
foreign exchange rate contracts. The Corporation also makes forward commitments
to purchase securities and to sell loans.
The Corporation's derivatives activities also include selling interest
rate caps and interest rate swaps to customers and entering into foreign
exchange contracts with customers. These transactions are entered into upon the
customer's request. The Corporation does not take market positions in
derivative financial instruments with the expectation of profiting in the
short-term from favorable movements in prices or market rates.
Credit risk related to derivatives is measured as the cost to replace, at
current market rates, those contracts in a profitable position. To minimize
credit risk exposure, the Corporation evaluates the creditworthiness of its
off-balance-sheet counterparties adhering to the same standards used in other
transactions. In addition, bilateral collateral agreements have been entered
into with a substantial number of counterparties to reduce credit risk and
secure amounts due. At December 31, 1994 and 1993, the replacement cost of
off-balance-sheet derivative financial instruments in an unrealized gain
position approximated $9 million and $82 million, respectively. Replacement
cost associated with interest rate swap agreements comprised $4 million of the
year-end 1994 total and $61 million of the year-end 1993 total. These amounts
do not reflect $159 million and $8 million of collateral at December 31, 1994
and 1993, respectively.
By conducting all derivative transactions with domestic and foreign
investment banks or commercial banks, with the exception of interest and
foreign exchange rate futures contracts which are traded on organized
exchanges, exposure to liquidity risk is reduced. Termination of derivative
contracts, other than by a counterparty, is unlikely as a particular derivative
instrument can be offset with an opposite-effect derivative product to
facilitate the management of risk.
Management limits the types of derivative instruments which are used to
manage exposure to risk to those which alter the rate characteristics of assets
and liabilities or those which reduce a specific interest rate or foreign
currency gap. Market risk resulting from a particular off-balance-
49
<PAGE> 34
sheet derivative financial instrument is normally offset by other on- or
off-balance-sheet transactions. Therefore, unrealized gains or losses on
derivatives are generally offset by increases or decreases in the value of rate
sensitive on-balance-sheet instruments.
Detailed discussions of each class of derivative financial instrument held
or issued by the Corporation along with the associated risks are as follows:
<TABLE>
<CAPTION>
Notional Amount (in millions) 1994 1993
---------------------------------------------------------------------------
<S> <C> <C>
Risk management:
Interest rate swaps $3,643 $3,604
Interest rate caps 200 206
Interest rate forward and futures contracts -- 65
Commitments to purchase securities -- 622
Commitments to sell loans 77 250
Foreign exchange contracts 98 66
International swap agreements 25 20
----- -----
Risk management derivatives 4,043 4,833
Customer initiated:
Foreign exchange contracts 501 224
Interest rate caps 369 132
Interest rate swaps 7 30
----- -----
Customer initiated derivatives 877 386
------ ------
Total derivative financial instruments $4,920 $5,219
====== ======
</TABLE>
INTEREST RATE SWAPS
The Corporation enters into interest rate swap agreements as an end-user mainly
to reduce exposure to interest rate risk associated with asset and liability
positions. These agreements involve the exchange of fixed and floating rate
interest payments over a specified period of time. The interest payments are
calculated based on an underlying notional amount. The floating rate portion of
interest rate swaps is based on LIBOR. The Corporation is subject to both the
market risk inherent in such agreements and the risk that counterparties will
fail to meet the terms of the agreements. For the years ended December 31, 1994
and 1993, interest rate swaps used for risk management purposes generated $29
million and $32 million of net interest income, respectively. On a limited
basis, interest rate swap agreements are entered into with customers seeking to
manage risk exposure arising from asset and liability positions. The risk of
counterparty default is evident in such agreements. Market risk, however, is
virtually eliminated since these positions are generally offset with other swap
agreements having opposite payment terms. The fair value and net income related
to swaps initiated by customers were not significant at and for the years ended
December 31, 1994 and 1993.
INTEREST RATE CAPS
Interest rate caps are option-like contracts that obligate the seller to pay
the purchaser at specified future dates the amount by which a designated market
rate index exceeds a contractually fixed ceiling rate, applied to an underlying
notional amount. The buyer of an interest rate cap is protected against rising
rates, while the seller is exposed to the potential for unlimited losses in a
rising interest rate environment. Purchased interest rate caps contain credit
risk due to possible counterparty nonperformance. The seller of interest rate
caps, on the other hand, has no credit risk exposure. For interest rate risk
management purposes, the Corporation buys and sells interest rate caps to
reduce the impact of interest rate changes on certain assets and liabilities.
Interest rate caps are also sold to accommodate the financial needs of
customers. Interest rate caps initiated by customers, are not necessarily
offset by other on- or off-balance-sheet financial instruments; however the
Corporation has established diminutive authority limits for these transactions
in order to minimize risk exposure. Resulting fair value and net income for
interest rate caps sold to customers were, therefore, immaterial at and for the
years ended December 31, 1994 and 1993.
FORWARD AND FUTURES CONTRACTS
Forward contracts are agreements negotiated between two parties through a
broker to purchase and sell a specific quantity of a financial instrument at a
price specified at origination of the contract, with delivery and settlement at
a specified future date. Forward contracts are not traded on organized
exchanges, resulting in exposure to liquidity and credit risk. Futures
contracts are exchange-traded agreements, resulting in the elimination of
credit risk, and involve the delivery of investment-grade financial instruments
such as securities or other money market instruments. However, both forward and
futures contracts are subject to market risk arising from changes in the value
of the underlying financial instrument. The Corporation enters into forward and
futures contracts to assist in managing exposure to interest rate risk.
FOREIGN EXCHANGE CONTRACTS
The Corporation enters into foreign currency spot, forward, and futures
contracts on behalf of customers and to offset the risk associated with certain
on-balance-sheet receivables and payables denominated in foreign currencies.
Customer initiated contracts are complimented by foreign exchange options which
act to offset some of the risk associated with foreign exchange price
movements. Foreign exchange activity is conducted in accordance with
established policy guidelines which monitor credit and market risk. Credit risk
exposure arises from the possible inability of the counterparty to deliver
under the terms of the contract. Market risk is minimal because such contracts
are generally
50
<PAGE> 35
offset with other foreign exchange positions. At December 31, 1994 and 1993,
the fair value of customer initiated foreign exchange contracts was an
estimated $1 million. The estimated fair value of these instruments also
averaged $1 million during both 1994 and 1993. Foreign exchange contracts
generated approximately $5 million of net income for each of the years ended
December 31, 1994 and 1993.
COMMITMENTS TO PURCHASE SECURITIES
The Corporation enters into commitments to purchase securities with settlement
terms of up to 60 days primarily to secure certain rates on U.S. Government
and agency securities. These commitments may subject the Corporation to risk
from changes in the price of the specified security before its actual issuance.
Credit risk related to commitments to purchase securities results from the
possibility that the counterparty to the financial instrument may fail to
perform and is represented by the difference between the contractual amount and
prevailing market price of these financial instruments at the settlement date.
COMMITMENTS TO SELL LOANS
Commitments with terms of up to 120 days are made to secure certain market
rates on the sale of mortgage loans, particularly those held for sale and those
expected to close, to the secondary market. These commitments expose the
Corporation to credit risk in that the counterparty to the commitment may fail
to provide funding for the mortgages at the settlement date. Market risk
exposure is evident as well since a decline in secondary market interest rates
may prevent the expected loan closing from occurring and, as a result, cause
the Corporation to incur a loss from having to fulfill its obligation under the
commitment.
FIXED RATE LOAN COMMITMENTS
The unused lines of credit on fixed rate credit cards are categorized as
derivatives in that they have similar characteristics as option contracts.
Credit card customers have the option to draw upon available credit lines
without risk from rising interest rates. However, the Corporation is exposed to
the risk of income reduction as interest rates increase. Refer to the
"Credit-related Financial Instruments" section below for further information
about fixed rate loan commitments.
CREDIT-RELATED FINANCIAL INSTRUMENTS
Exposure to credit loss from credit-related financial instruments is
represented by the contractual amounts of those instruments and is summarized
as follows:
<TABLE>
<CAPTION>
Contract Amount (in millions) 1994 1993
----------------------------------------------------------------------------------------
<S> <C> <C>
Unused commitments to extend credit $16,955 $11,042
Stanby letters of credit and financial guarantees 1,487 1,475
Commercial letters of credit 509 518
</TABLE>
The Corporation applies similar credit policies in issuing off-balance-sheet
credit-related financial instruments as it does for on-balance-sheet credit
transactions. Collateral is obtained if deemed necessary based on management's
credit evaluation of the counterparty. Collateral held by the Corporation
varies but may include cash; marketable securities; accounts receivable;
inventory; property, plant and equipment; and income-producing commercial
properties.
UNUSED COMMITMENTS TO EXTEND CREDIT
Commitments to extend credit are agreements to lend to a customer provided
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of these commitments expire
without being drawn upon, the total commitment amounts do not necessarily
represent future liquidity risk. As of December 31, 1994 and 1993, total unused
commitments to extend credit included $5 billion and $4 billion, respectively,
of variable and fixed rate revolving credit commitments. Other unused loan
commitments, primarily variable rate, totaled $12 billion at December 31, 1994
and $7 billion at December 31, 1993.
Revolving credit commitments included available credit lines on fixed rate
credit cards of $1.4 billion and $1.3 billion at December 31, 1994 and 1993,
respectively. These fixed rate credit card commitments subject the Corporation
to market risk resulting from fluctuations in interest rates. However, exposure
to market risk from these types of commitments is very limited since it is
unlikely that a significant portion of credit card customers will
simultaneously borrow up to the maximum credit lines.
STANDBY LETTERS OF CREDIT AND FINANCIAL GUARANTEES
Standby letters of credit and financial guarantees represent conditional
obligations of the Corporation primarily issued to support public and private
borrowing arrangements, including commercial paper, bond financing and similar
transactions. Long-term standby letters of credit and financial guarantees were
$683 million and $581 million at December 31, 1994 and 1993, respectively, and
generally extend for five years or more and expire in decreasing amounts
through 2009. The remaining standby letters of credit and financial guarantees
totaling $804 million and $894 million at December 31, 1994 and 1993,
respectively, mature within one year.
COMMERCIAL LETTERS OF CREDIT
Commercial letters of credit, generally short-term in nature, represent
conditional obligations of the Corporation issued to finance a customer's
foreign or domestic trade transactions with a third party.
51
<PAGE> 36
NOTE 18--CONTINGENT LIABILITIES
The State of Michigan filed a lawsuit in District Court on July 24, 1990,
against a subsidiary bank and certain former officers, directors and
shareholders of a lending customer seeking recovery of amounts expended by the
State (past and future) to clean up hazardous waste at two former plant sites,
compensation for damages to natural resources, civil penalties for claimed
violation of State Acts and attorney's fees. Plaintiff seeks cleanup costs and
damages and has expressed the opinion that the claim will be well in excess of
$30 million. In January 1993, the court granted the bank's motion for summary
judgment and denied the Attorney General's motion for summary judgment. The
Attorney General has filed an appeal to the Sixth Circuit Court of Appeals,
which is still pending.
The Corporation and its subsidiaries are parties to other litigation and
claims arising in the normal course of their activities. Although the amount of
ultimate liability, if any, with respect to such matters cannot be determined,
management, after consultation with legal counsel, believes that the litigation
and claims, including the matter described above, will not have a materially
adverse effect on the Corporation's consolidated financial position.
NOTE 19--USAGE RESTRICTIONS
Included in cash and due from banks are amounts required to be deposited with
the Federal Reserve Bank. These reserve balances vary, depending on the level
of customer deposits in the Corporation's subsidiary banks. At December 31,
1994 and 1993, the Federal Reserve balances were $562 million and $532 million,
respectively.
NOTE 20--ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS
Disclosure of the estimated fair values of financial instruments, which differ
from carrying values, often requires the use of estimates. In cases where
quoted market values 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. Accordingly, the estimates provided herein
do not necessarily indicate amounts which could be realized in a current
exchange. Furthermore, as the Corporation normally intends to hold the majority
of its financial instruments until maturity, it does not expect to realize many
of the estimated amounts disclosed. The disclosures also do not include
estimated fair value amounts for items which are not defined as financial
instruments, but which have significant value. These include such items as core
deposit intangibles and loan servicing rights, the future earnings potential of
significant customer relationships, and the value of trust operations and other
fee generating businesses. The Corporation does not believe that it would be
practicable to estimate a representational fair value for these types of items.
The Corporation used the following methods and assumptions:
Cash and short-term investments: The carrying amount approximates the
estimated fair value of these instruments, which consist of cash and due from
banks, interest-bearing deposits with banks, and federal funds sold.
Trading account securities: These securities are carried at quoted market
value or the market value for comparable securities, which represents estimated
fair value.
Mortgages held for sale: The market value of these loans represents
estimated fair value. The market value is determined on the basis of existing
forward commitments or the market values of similar loans.
Investment securities: The market value of investment securities, which is
based on quoted market values or the market values for comparable securities,
represents estimated fair value.
Domestic commercial loans: These consist of commercial, real estate
construction, commercial mortgage, and equipment lease financing loans. The
estimated fair value of the Corporation's variable rate commercial loans is
represented by their carrying value, adjusted by an amount which estimates the
change in fair value caused by changes in the credit quality of borrowers since
the loans were originated. The estimated fair value of fixed rate commercial
loans is calculated by discounting the contractual cash flows of the loans
using year-end origination rates derived from the Treasury yield curve or other
representative bases. The resulting amounts are adjusted to estimate the effect
of changes in the credit quality of borrowers since the loans were originated.
International loans: The estimated fair value of the Corporation's
short-term international loans which consist of trade-related loans, or loans
which have no cross-border risk due to the existence of domestic guarantors or
liquid collateral, is represented by their carrying value, adjusted by an
amount which estimates the effect on fair value of changes in the credit
quality of borrowers or guarantors. The estimated fair value of long-term
international loans is based on the quoted market values of these loans or on
the market values of international loans with similar characteristics.
Retail loans: This category consists of residential mortgage, consumer,
and auto lease financing loans. The estimated fair value of residential
mortgage loans is based on discounted contractual cash flows or market values
of
52
<PAGE> 37
similar loans sold in conjunction with securitized transactions. For consumer
loans, the estimated fair values are calculated by discounting the contractual
cash flows of the loans using rates representative of year-end origination
rates. The resulting amounts are adjusted to estimate the effect of changes in
the credit quality of borrowers since the loans were originated.
Customers' liability on acceptances outstanding: The carrying amount
approximates the estimated fair value.
Deposit liabilities: The estimated fair value of demand deposits,
consisting of checking, savings and certain money market deposit accounts, is
represented by the amounts payable on demand. The carrying amount of deposits
in foreign offices approximates their estimated fair value, while the estimated
fair value of term deposits is calculated by discounting the scheduled cash
flows using the year-end rates offered on these instruments.
Short-term borrowings: The carrying amount of federal funds purchased,
securities sold under agreements to repurchase, and other borrowings
approximates estimated fair value.
Acceptances outstanding: The carrying amount approximates the estimated
fair value.
Medium- and long-term debt: The estimated fair value of the Corporation's
variable rate medium- and long-term debt is represented by their carrying
value. The estimated fair value of the fixed rate medium- and long-term debt is
based on quoted market values. If quoted market values are not available, the
estimated fair value is based on the market values of debt with similar
characteristics.
Derivative financial instruments: The estimated fair value of interest
rate swaps is estimated as the amounts the Corporation would receive or pay to
terminate the contracts at the reporting date, taking into account the current
unrealized gains or losses on open contracts. The estimated fair value of
forward and futures contracts, foreign exchange contracts, interest rate caps,
commitments to purchase securities and commitments to sell loans is based on
quoted market prices or the market values of similar instruments.
Credit-related financial instruments: The estimated fair value of unused
commitments to extend credit and standby and commercial letters of credit is
represented by the estimated cost to terminate or otherwise settle the
obligations with the counterparties. This amount is approximated by the fees
currently charged to enter into similar arrangements, considering the remaining
terms of the agreements and any changes in the credit quality of counterparties
since the agreements were entered into. This estimate of fair value does not
take into account the significant value of the customer relationships and the
future earnings potential involved in such arrangements, as the Corporation
does not believe that it would be practicable to estimate a representational
fair value for these items.
The estimated fair values of the Corporation's financial instruments at
December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
------------------------------ -----------------------------
Carrying Estimated Carrying Estimated
(in millions) Amount Fair Value Amount Fair Value
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Cash and short-term
investments $ 2,247 $ 2,247 $ 3,719 $ 3,719
Trading account securities 4 4 4 4
Mortgages held for sale 92 92 331 332
Investment securities
available for sale 2,906 2,906 2,322 2,322
Investment securities held
to maturity 4,970 4,659 3,978 4,030
Commercial loans 10,634 10,448 9,087 9,002
International loans 1,195 1,183 1,136 1,155
Real estate construction
loans 414 406 437 435
Commercial mortgage loans 3,056 2,983 2,700 2,717
Residential mortgage loans 2,436 2,346 1,857 1,880
Consumer loans 4,215 4,025 3,674 3,677
Lease financing 259 251 209 210
----------------------------- ----------------------------
Total loans 22,209 21,642 19,100 19,076
Less allowance for
loan losses (326) -- (299) --
----------------------------- ----------------------------
Net loans 21,883 21,642 18,801 19,076
Customers' liability on
acceptances outstanding 34 34 38 38
LIABILITIES
Demand deposits
(noninterest-bearing) 5,257 5,257 4,939 4,939
Interest-bearing deposits 14,742 14,731 14,643 14,731
Deposits in foreign offices 2,433 2,433 1,368 1,368
----------------------------- ----------------------------
Total deposits 22,432 22,421 20,950 21,038
Short-term borrowings 4,206 4,206 5,400 5,400
Acceptances outstanding 34 34 38 38
Medium- and long-term debt 4,098 4,046 1,461 1,502
OFF-BALANCE-SHEET
FINANCIAL INSTRUMENTS
Risk management
derivatives:
Unrealized gains -- 4 -- 79
Unrealized losses -- (240) -- (21)
Customer initiated
derivatives:
Unrealized gains 5 5 4 4
Unrealized losses (5) (5) (2) (2)
Credit-related financial
instruments -- (13) -- (13)
</TABLE>
53
<PAGE> 38
NOTE 21--PARENT COMPANY FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
BALANCE SHEETS--Comerica Incorporated
December 31 (in thousands, except share data) 1994 1993
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 2,041 $ 1,111
Time deposits with banks 89,600 97,200
Investment securities available for sale 6,946 --
Investment securities held to maturity -- 7,507
Investment in subsidiaries, principally banks 2,423,918 2,208,710
Premises and equipment 58,967 49,670
Other assets 41,931 43,462
---------- ----------
Total assets $2,623,403 $2,407,660
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Long-term debt $ 149,322 $ 149,152
Advances from nonbanking subsidiaries 7,823 4,277
Other liabilities 74,478 72,573
---------- ----------
Total liabilities 231,623 226,002
Common stock--$5 par value
Authorized--250,000,000 shares
Issued--119,294,531 shares in 1994 and 1993 596,473 596,473
Capital surplus 525,052 524,186
Unrealized gains and losses on investment securities available for sale (55,039) 27,473
Retained earnings 1,390,405 1,155,280
Less cost of common stock in treasury--2,382,333 shares
in 1994 and 4,423,603 shares in 1993 (65,111) (121,754)
---------- ----------
Total shareholders' equity 2,391,780 2,181,658
---------- ----------
Total liabilities and shareholders' equity $2,623,403 $2,407,660
========== ==========
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF INCOME--Comerica Incorporated
Year Ended December 31 (in thousands) 1994 1993 1992
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME
Income from subsidiaries
Dividends from subsidiaries $293,390 $312,148 $ 60,975
Interest on receivables from subsidiaries -- 3,303 8,839
Other interest income 8,127 1,630 5,777
Intercompany management fees 267,123 211,351 136,806
Interest on bank time deposits 171 51 3,326
Other noninterest income 779 24,818 3,038
-------- -------- --------
Total income 569,590 553,301 218,761
EXPENSES
Interest on commercial paper -- 13 473
Interest on long-term debt 15,076 18,529 21,623
Interest on advances from subsidiaries 198 193 548
Salaries and employee benefits 123,924 128,509 90,643
Occupancy expense 18,570 8,515 6,438
Equipment expense 25,649 23,608 9,330
Merger, integration and restructuring charge 2,363 22,000 45,962
Other noninterest expenses 68,185 60,305 34,549
-------- -------- --------
Total expenses 253,965 261,672 209,566
-------- -------- --------
Income before income taxes and equity
in undistributed net income of subsidiaries 315,625 291,629 9,195
Income tax expense (credit) 7,058 (6,550) (10,720)
-------- -------- --------
308,567 298,179 19,915
Equity in undistributed net income of
subsidiaries, principally banks 78,675 42,459 220,517
-------- -------- --------
NET INCOME $387,242 $340,638 $240,432
======== ======== ========
</TABLE>
54
<PAGE> 39
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS--Comerica Incorporated
Year Ended December 31 (in thousands) 1994 1993 1992
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 387,242 $ 340,638 $ 240,432
Adjustments to reconcile net income to
net cash provided by operating activities
Undistributed earnings of
subsidiaries, principally banks (78,675) (42,459) (220,517)
Depreciation 19,784 17,658 7,344
Merger, integration and restructuring charge (12,380) 5,414 15,701
Net amortization of intangibles 583 1,207 773
Interest on note with subsidiary -- -- (1,924)
Other, net 10,480 (21,962) 6,142
--------- --------- ---------
Total adjustments (60,208) (40,142) (192,481)
--------- --------- ---------
Net cash provided by operating activities 327,034 300,496 47,951
INVESTING ACTIVITIES
Net decrease in receivables from subsidiaries -- 100,000 2,297
Net decrease in securities purchased from
bank subsidiary under agreements to resell -- 16,538 9,046
Proceeds from maturities of investment securities available for sale 15,157 -- --
Purchase of investment securities available for sale (22,818) -- --
Proceeds from maturity of investment securities
held to maturity 7,507 33,548 1,024
Purchase of investment securities held to maturity -- (16,549) (14,194)
Proceeds from sales of fixed assets and other real estate 1,638 13,633 2,516
Purchases of fixed assets (30,226) (58,086) (15,374)
Net decrease in bank time deposits 7,600 26,400 101,782
Capital transactions with subsidiaries (97,647) (4,620) (2,350)
Purchase of subsidiaries -- -- (56,220)
--------- --------- ---------
Net cash provided by (used in) investing activities (118,789) 110,864 28,527
FINANCING ACTIVITIES
Net increase (decrease) in advances from subsidiaries 3,546 (7,464) (7,864)
Repayments and purchases of long-term debt -- (111,008) (6,946)
Net decrease in short-term borrowings -- (8,502) (7,696)
Proceeds from issuance of common stock
and other capital transactions 5,407 9,395 33,057
Purchase of common stock for treasury (76,280) (128,848) (5,635)
Redemption of preferred stock -- (41,779) --
Dividends paid (139,988) (124,306) (80,472)
--------- --------- ---------
Net cash used in financing activities (207,315) (412,512) (75,556)
--------- --------- ---------
Net increase (decrease) in cash on deposit at bank subsidiary 930 (1,152) 922
Cash on deposit at bank subsidiary at beginning of year 1,111 2,263 1,341
--------- --------- ---------
Cash on deposit at bank subsidiary at end of year $ 2,041 $ 1,111 $ 2,263
========= ========= =========
Interest paid $ 15,104 $ 18,652 $ 22,190
========= ========= =========
Income taxes recovered $ 4,743 $ 12,191 $ 12,936
========= ========= =========
Noncash investing and financing activities
Conversion of debentures to equity $ -- $ 5,095 $ 1,348
========= ========= =========
Treasury stock issued for acquisition $ 121,363 $ -- $ --
========= ========= =========
</TABLE>
55
<PAGE> 40
NOTE 22--SUMMARY OF QUARTERLY FINANCIAL INFORMATION
The following quarterly information is unaudited. However, in the opinion of
management, the information furnished reflects all adjustments which are
necessary for the fair presentation of the results of operations for the
periods presented.
<TABLE>
<CAPTION>
1994
-----------------------------------------------------------------
(in thousands, Fourth Third Second First
except per share data) Quarter Quarter Quarter Quarter
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Intrest income $581,538 $540,934 $514,057 $455,395
Interest expense 269,255 227,935 199,503 165,104
Net interest income 312,283 312,999 314,554 290,291
Provision for loan losses 12,000 14,000 15,000 15,000
Securities gains 1,098 1,581 358 424
Noninterest income
(excluding securities gains) 121,529 115,057 115,069 111,521
Noninterest expenses 278,971 263,115 264,877 251,706
Net income 96,597 100,604 99,178 90,863
Per common share
Primary net income $0.82 $0.84 $0.83 $0.79
Fully diluted net income $0.82 $0.84 $0.83 $0.79
<CAPTION>
1993
-----------------------------------------------------------------
(in thousands, Fourth Third Second First
except per share data) Quarter Quarter Quarter Quarter
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income $451,594 $438,088 $446,024 $447,147
Interest expense 163,457 158,173 162,440 165,245
Net interest income 288,137 279,915 283,584 281,902
Provision for loan losses 14,000 15,000 18,000 22,000
Securities gains 411 526 407 634
Noninterest income
(excluding securities gains) 130,891 109,488 111,101 109,044
Noninterest expenses 276,917 253,821 255,292 252,435
Net income 90,090 83,696 83,727 83,125
Per common share
Primary net income $0.76 $0.70 $0.70 $0.69
Fully diluted net income $0.76 $0.70 $0.70 $0.69
</TABLE>
56
<PAGE> 41
REPORT OF MANAGEMENT
Management is responsible for the accompanying financial statements and all
other financial information in this Annual Report. The financial statements
have been prepared in conformity with generally accepted accounting principles
and include amounts which of necessity are based on management's best estimates
and judgments and give due consideration to materiality. The other financial
information herein is consistent with that in the financial statements.
In meeting its responsibility for the reliability of the financial
statements, management develops and maintains systems of internal accounting
controls. These controls are designed to provide reasonable assurance that
assets are safeguarded and transactions are executed and recorded in accordance
with management's authorization. The concept of reasonable assurance is based
on the recognition that the cost of internal accounting control systems should
not exceed the related benefits. The systems of control are continually
monitored by the internal auditors whose work is closely coordinated with and
supplements in many instances the work of independent auditors.
The financial statements have been audited by independent auditors Ernst &
Young LLP. Their role is to render an independent professional opinion on
management's financial statements based upon performance of procedures they
deem appropriate under generally accepted auditing standards.
The Corporation's Board of Directors oversees management's internal
control and financial reporting responsibilities through its Audit Committee as
well as various other committees. The Audit Committee, which consists of
directors who are not officers or employees of the Corporation, meets
periodically with management and internal and independent auditors to assure
that they and the Committee are carrying out their responsibilities and to
review auditing, internal control and financial reporting matters.
Eugene A. Miller
Eugene A. Miller
Chairman and Chief Executive Officer
Paul H. Martzowka
Paul H. Martzowka
Executive Vice President and Chief Financial Officer
Arthur W. Hermann
Arthur W. Hermann
Senior Vice President and Controller
REPORT OF INDEPENDENT AUDITORS
BOARD OF DIRECTORS,
COMERICA INCORPORATED
We have audited the accompanying consolidated balance sheets of Comerica
Incorporated and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Comerica
Incorporated and subsidiaries at December 31, 1994 and 1993, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.
Ernst & Young LLP
Detroit, Michigan
January 17, 1995
57
<PAGE> 42
HISTORICAL REVIEW-AVERAGE BALANCE SHEETS: COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
Consolidated Financial Information
(in millions) 1994 1993 1992 1991 1990
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 1,532 $ 1,490 $ 1,322 $ 1,201 $ 1,231
Interest-bearing deposits with banks 552 814 1,017 1,413 1,376
Federal funds sold and securities
purchased under agreements to resell 116 135 399 454 307
Trading account securities 5 12 78 53 47
Mortgages held for sale 150 232 196 92 63
Investment securities 8,004 5,512 5,373 5,740 5,081
Commercial loans 9,598 8,473 7,753 7,359 7,034
International loans 1,107 897 710 501 412
Real estate construction loans 403 441 503 530 478
Commercial mortgage loans 2,916 2,629 2,368 2,190 1,938
Residential mortgage loans 2,175 1,979 2,297 2,438 2,317
Consumer loans 3,795 3,697 3,625 3,427 3,130
Lease financing 217 191 191 177 168
------- ------- ------- ------- -------
Total loans 20,211 18,307 17,447 16,622 15,477
Less allowance for loan losses (322) (311) (291) (275) (276)
------- ------- ------- ------- -------
Net loans 19,889 17,996 17,156 16,347 15,201
Accrued income and other assets 1,203 1,045 969 1,065 1,026
------- ------- ------- ------- -------
Total assets $31,451 $27,236 $26,510 $26,365 $24,332
======= ======= ======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Demand deposits (noninterest-bearing) $ 4,700 $ 4,380 $ 3,796 $ 3,417 $ 3,336
Interest-bearing deposits 14,809 15,035 15,449 15,933 15,202
Deposits in foreign offices 1,816 1,306 1,668 1,435 843
------- ------- ------- ------- -------
Total deposits 21,325 20,721 20,913 20,785 19,381
Federal funds purchased and securities sold
under agreements to repurchase 2,817 1,586 1,553 1,530 1,767
Other borrowed funds 2,002 1,432 1,308 1,527 809
Accrued expenses and other liabilities 286 274 327 421 504
Medium- and long-term debt 2,708 1,087 414 323 348
------- ------- ------- ------- -------
Total liabilities 29,138 25,100 24,515 24,586 22,809
Shareholders' equity 2,313 2,136 1,995 1,779 1,523
------- ------- ------- ------- -------
Total liabilities and
shareholders' equity $31,451 $27,236 $26,510 $26,365 $24,332
======= ======= ======= ======= =======
</TABLE>
58
<PAGE> 43
HISTORICAL REVIEW-STATEMENTS OF INCOME: COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<CAPTION>
Consolidated Financial Information
(in millions, except per share data) 1994 1993 1992 1991 1990
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $1,577 $1,388 $1,445 $1,634 $1,668
Interest on investment securities
Taxable 446 307 356 437 392
Exempt from federal income tax 31 40 55 62 67
------ ------ ------ ------ ------
Total interest on investment securities 477 347 411 499 459
Trading account interest -- 1 3 3 4
Interest on federal funds sold and securities
purchased under agreements to resell 5 4 15 25 25
Interest on time deposits with banks 22 28 45 99 120
Interest on mortgages held for sale 11 15 14 8 6
------ ------ ------ ------ ------
Total interest income 2,092 1,783 1,933 2,268 2,282
INTEREST EXPENSE
Interest on deposits 543 530 707 1,033 1,119
Interest on short-term borrowings
Federal funds purchased and securities
sold under agreements to repurchase 121 47 53 86 142
Other borrowed funds 79 41 46 86 65
Interest on medium- and long-term debt 148 63 30 28 33
Net interest rate swap income (29) (32) (24) (15) (4)
------ ------ ------ ------ ------
Total interest expense 862 649 812 1,218 1,355
------ ------ ------ ------ ------
Net interest income 1,230 1,134 1,121 1,050 927
Provision for loan losses 56 69 111 105 100
------ ------ ------ ------ ------
Net interest income after provision
for loan losses 1,174 1,065 1,010 945 827
NONINTEREST INCOME
Income from fiduciary activities 122 122 114 105 100
Service charges on deposit accounts 124 120 113 103 89
Customhouse broker fees 41 40 38 36 35
Revolving credit fees 41 36 34 32 30
Securities gains 3 2 6 5 2
Other noninterest income 136 142 106 104 92
------ ------ ------ ------ ------
Total noninterest income 467 462 411 385 348
NONINTEREST EXPENSES
Salaries and employee benefits 549 529 516 500 454
Net occupancy expense 99 96 86 83 76
Equipment expense 68 62 57 54 50
FDIC insurance expense 44 44 45 41 22
Telecommunications expense 27 21 17 16 15
Merger, integration and restructuring charge 7 22 128 -- --
Other noninterest expenses 265 264 243 251 231
------ ------ ------ ------ ------
Total noninterest expenses 1,059 1,038 1,092 945 848
------ ------ ------ ------ ------
Income before income taxes 582 489 329 385 327
Provision for income taxes 195 148 89 105 79
------ ------ ------ ------ ------
NET INCOME $ 387 $ 341 $ 240 $ 280 $ 248
====== ====== ====== ====== ======
Net income applicable to common stock $ 387 $ 341 $ 237 $ 277 $ 245
====== ====== ====== ====== ======
NET INCOME PER COMMON SHARE
Primary $3.28 $2.85 $1.99 $2.41 $2.25
Fully diluted $3.28 $2.85 $1.98 $2.38 $2.23
Primary average shares (in thousands) 118,160 119,569 119,113 114,713 108,742
Cash dividends declared on common stock $145 $125 $108 $93 $78
Dividends per common share $1.24 $1.07 $0.96 $0.92 $0.87
</TABLE>
59
<PAGE> 44
Historical Review-Statistical Data: Comerica Incorporated and Subsidiaries
<TABLE>
<CAPTION>
Consolidated Financial Information 1994 1993 1992 1991 1990
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
AVERAGE RATES (Fully Taxable Equivalent Basis)
Interest-bearing deposits with banks 3.96% 3.41% 4.43% 7.01% 8.73%
Federal funds sold and securities purchased
under agreements to resell 4.06 2.99 3.67 5.58 8.18
Trading account securities 1.67 6.76 3.99 6.75 7.95
Mortgages held for sale 7.31 6.38 7.34 8.66 9.78
Investment securities available for sale 5.50 n/a n/a n/a n/a
Investment securities held to maturity 6.55 6.70 8.16 9.25 9.73
---------------------------------------------------------------
Total investment securities 6.15 6.70 8.16 9.25 9.73
Commercial loans 7.38 6.56 6.98 9.01 10.48
International loans 5.58 5.04 5.70 8.14 9.94
Real estate construction loans 7.85 6.63 7.00 8.69 10.17
Commercial mortgage loans 8.52 8.10 8.54 9.99 11.04
Residential mortgage loans 7.46 8.57 9.53 10.01 9.96
Consumer loans 9.44 9.98 11.03 12.10 12.53
Lease financing 6.48 7.34 8.89 9.66 10.06
---------------------------------------------------------------
Total loans 7.84 7.62 8.34 9.89 10.86
---------------------------------------------------------------
Interest income as a percent of
earning assets 7.28 7.25 8.04 9.48 10.42
Domestic deposits 3.14 3.24 4.13 5.93 6.90
Deposits in foreign offices 4.28 3.29 4.11 6.14 8.31
--------------------------------------------------------------
Total interest-bearing deposits 3.26 3.24 4.13 5.95 6.97
Federal funds purchased and securities sold
under agreements to repurchase 4.31 3.01 3.44 5.60 8.04
Other borrowed funds 3.92 2.88 3.52 5.68 9.36
Medium- and long-term debt 5.46 5.77 7.18 8.56 8.05
--------------------------------------------------------------
Interest expense as a percent of
interest-bearing sources 3.57 3.18 3.98 5.87 7.14
--------------------------------------------------------------
Interest rate spread 3.71 4.07 4.06 3.61 3.28
Impact of net noninterest-bearing
sources of funds 0.61 0.58 0.67 0.88 1.08
--------------------------------------------------------------
Net interest margin as percent of
earning assets 4.32 4.65 4.73 4.49 4.36
RETURN ON AVERAGE COMMON
SHAREHOLDERS' EQUITY 16.74 15.94 12.10 15.90 16.47
RETURN ON AVERAGE ASSETS 1.23 1.25 0.91 1.06 1.02
PER SHARE DATA
Book value at year-end $ 20.46 $18.99 $17.38 $16.30 $14.52
Market value--high and low for year 31-24 35-25 33-26 27-14 17-11
OTHER DATA
Number of banking offices 398 385 427 412 401
Number of employees (full-time equivalent) 13,077 12,670 13,322 13,836 13,423
</TABLE>
60
<PAGE> 45
ECONOMIC REPORT: FIFTH YEAR OF EXPANSION AHEAD FOR ECONOMY
It was expected that the Federal Reserve would begin tightening the monetary
screws back in 1993, but the monetary authorities didn't apply the brakes until
early 1994. By infusing financial markets with an additional year of double
digit reserve growth, the U.S. economy will undoubtedly experience an extra
year of solid gross domestic product expansion before succumbing to
below-average growth in 1996. Correspondingly, the degree of weakness in
1996's real GDP will depend very heavily upon how many months into 1995 the Fed
remains as restrictive as it was throughout 1994.
WHAT WENT RIGHT AND WRONG
In terms of real GDP growth and low inflation, 1994 was a much better
performance year than most forecasters had anticipated. It was a disappointing
year for most stock and bond investors. The dichotomy is reconciled by what
Federal Reserve policy makers were doing before and during 1994. Last year was
stronger than expected because the monetary authorities had pursued very
stimulative policies in 1991, 1992 and 1993. By year-end 1993, they had
succeeded in pushing most interest rates down to 20-to-30 year lows.
Such stimulation accumulated like gasoline in the fuel tank of a
vehicle that was operating too slowly to draw down the needle on its fuel
gauge. More to the point, during the first 2.5 years of the current expansion,
real GDP growth averaged only 2.4 percent--the most anemic growth for any
similar recovery period in the post-World War II era and well below the
long-term growth potential for the U.S. economy. Yet, the Fed had been adding
reserves at a furious 11.3 percent annual rate over that same time period.
Thus, even at the more accelerated 4 percent annual pace of 1994's economic
expansion, there remains plenty of fuel to carry real GDP to new highs in 1995.
Likewise, inflation rates drifted lower between 1991 and 1994: The
Consumer Price Index averaged 4.2, 3.0, 3.0 and 2.6, respectively, over those
years. Excellent productivity gains in the private sector of the United States
and prolonged recession in Europe and Japan helped moderate domestic price
pressures, despite revved up monetary policies over a rather extended period of
time.
Last year also was good from the standpoint of what was avoided: a
federal government takeover of at least another 8 percent of the U.S. GDP
associated with proposed health care reform. In retrospect, it is more clear
than ever that programs featuring socialized medicine are inferior to
market-based, competitive systems for the delivery of health care.
Despite a respectable economic performance in 1994, the overall tax
and regulatory burdens on American workers and businesses grew. Along with
this proliferation of disincentives for work effort, saving, and investment
came economic frustration. Household income, after taxes and inflation, was not
advancing any longer, and higher payroll and capital gains taxes were shrinking
the pool of current and future wealth in America. The administration and new
Congress are unlikely to lower tax burdens or the costs of regulation as early
as 1995, but changes in attitude and the application of rational cost-benefit
analysis to government spending programs should pave the way for more tangible
fiscal policy reforms in 1996 and beyond.
1995: A FIFTH YEAR OF GROWTH
At year-end 1994 there was ample economic momentum to sustain an average 3.3
percent real GDP growth in 1995, compared with 4.0 percent growth in 1994.
Between fourth quarter 1994 and fourth quarter 1995, however, the real GDP
expansion is likely to be a more modest 2.6 percent, reflecting the dampening
effects of 1994's Fed tightening and higher real borrowing costs. Deceleration
in the final quarters of 1995 definitely contrast with the acceleration that
occurred during the second half of 1994. In historical perspective, however,
such deceleration would be customary in the fifth year of a cyclical expansion,
especially when it comes in the wake of a central bank policy focused on
preempting higher inflation.
Inflation tends to accelerate whenever the utilization rate of
industrial capacity moves toward 85 percent. Indeed, during the last half of
1994, capacity utilization rates averaged a robust 84.4 percent. Moreover, as
of early 1995, there still was scant relief in commodity price pressures, and
various labor shortages emerged. Most significantly for the future direction of
short-term interest rates, the Michigan and U.S. purchasing management surveys
were recording intensifying price pressures on purchased materials, and
shortages of many basic resources appeared as 1994 progressed.
UNDERPINNINGS OF OPTIMISM
Comerica has two summary forecasting measures for the U.S. economy: the
Recession Watch Index and the Advance Economic Barometer. The Recession Watch
Index measures the chances of a recession occurring within approximately one
year. In December 1994, the index assigned a mere 16 percent probability for a
recession in 1995 (Figure 1). This year-end number was higher than the 2-to-10
percent range that the Recession Watch Index had roamed through most of 1994.
The 16 percent probability reading for recession in 1995 is precisely the
average we experienced in most of 1985 and 1986, when there were years of
expansion yet to come.
The counterpart to the Recession Watch Index is the Advance Economic
Barometer, developed by Comerica to predict approximate real GDP strength 6 to
12 months into the future (Figure 2). In this case, the GDP outlook for 1995,
while certainly not recessionary, is forecasted to undergo at least two
quarters of slowing from recent 4.0 to 4.5 percent growth rates. For nine
months during 1994, roughly from March to December, the Advance Economic
Barometer exhibited a consistent pattern of slowing--from a level of 4.6 to
2.6. If historical relations are any guide to the future, this development
should augur somewhat more modest real GDP advances by the middle quarters of
1995.
70
<PAGE> 46
Of the three primary economic measures comprising the Advance Economic
Barometer, at least two are likely to show weakness in the opening quarters of
1995. Continued Federal Reserve restraint will further slow the monetary
factors in the index, and rising short-term interest rates will create a
flatter yield curve, depressing the financial series component of the index as
well (Figure 3). Also, to the extent rising interest rates slow the housing and
construction industry and generate an adverse wealth effect on stock and bond
holders, the overall leading economic indicators published by the U.S. Commerce
Department will suffer. If these events materialize, then the continuity of
real economic growth for 1996 could be broken.
REGIONAL OUTLOOKS FOR COMERICA AFFILIATES
For the first time in four years, all regional economies in the U.S. should be
moving higher together in 1995. Considering the interest rate increases from
1994 and early this year, it will be more difficult for the credit-sensitive
sectors and regions to match the strong performance relative to the U.S. again
in 1995. The upper Midwest is especially vulnerable to these developments
because of its greater reliance on the sale of large-ticket durable goods.
Midwest growth rates will converge to the national average. Michigan and
Illinois are expected to match the U.S. performance because aggregate U.S.
income and spending should do well in 1995.
On the other hand, California still struggles to catch up. The state's
economy finally appears to be emerging from recession and stagnation. Its
readjustment period was quite prolonged, but employment is once again
rebounding. California's growth will be augmented by improving exports to
high-growth developing nations in the Orient and Latin America. Growth could
match the U.S. average based on California's relatively depressed base of 1994.
We are unlikely to see a significant defense industry rebuilding before the end
of President Clinton's term.
Growth in Texas and the Southwest converged to and then slipped below
the national pace over the past two years after exhibiting three years of
faster than average expansion. In 1995, slower growth in the interest-rate
sensitive construction and housing sectors and poorer GDP prospects for Mexico
strongly suggest that this region will again experience slightly below normal
growth.
Florida and the Southeast could see economic acceleration as
population growth and foreign investment bolster employment, income and output.
INTEREST RATES AND HOPE
Absent some unforeseen, non-economic shock, it is inevitable that short-term
interest rates will rise 1 to 2 percentage points in the first half of 1995.
Continued GDP upswing and increasingly tight labor and materials markets will
keep the Federal Reserve tightfisted in its conduct of monetary policy. Only
when the U.S. economy emits unmistakable signs of significantly slower real GDP
growth with inflation rates at or below 3 percent will there be a policy shift
toward monetary ease. This could occur in the second half of 1995.
(Recession Watch Index Figure 1. - Graph)
(Advance Economic Barometer Figure 2. - Graph)
(Yield Curve Spread (30 Year Treasury Minus Federal Funds) Figure 3. - Graph)
Otherwise, to make the Fed's job easier, it is incumbent on the new
legislators and the administration in Washington to reinvigorate the long-term
real growth potential of the U.S. economy by downsizing and rationalizing
government spending, taxes and regulations.
David L. Littmann
First Vice President and Senior Economist
71
<PAGE> 47
DIRECTORS AND OFFICERS: COMERICA INCORPORATED
<TABLE>
<S> <C> <C>
BOARD OF DIRECTORS DIRECTOR RETIREMENTS JOHN R. HAGGERTY
President and Chief Executive
Officer
E. PAUL CASEY COMERICA EXPRESSES ITS SINCERE Comerica Mortgage Corporation
Chairman and Managing General Partner APPRECIATION TO THE FOLLOWING
Metapoint Partners DIRECTORS UPON THEIR RETIREMENT FROM ROBERT A. HERDOIZA
THE CORPORATION'S BOARD IN 1994: Executive Vice President
JAMES F. CORDES Comerica Bank
Executive Vice President DONALD R. MANDICH
The Coastal Corporation Retired Chairman and ARTHUR W. HERMANN
Chief Executive Officer Senior Vice President and
J. PHILIP DINAPOLI Comerica Incorporated Controller
Attorney (Director since 1974) Comerica Incorporated and
J. Philip DiNapoli Offices Comerica Bank
DEAN E. RICHARDSON
MAX M. FISHER Retired Chairman THOMAS R. JOHNSON
Investor Manufacturers National Corporation Executive Vice President
(Director since 1973) Comerica Incorporated
JOHN D. LEWIS
Vice Chairman THOMAS F. RUSSELL JOHN D. LEWIS
Comerica Incorporated Retired Chairman and Vice Chairman
Chief Executive Officer Comerica Incorporated
PATRICIA SHONTZ LONGE, PH.D. Federal Mogul Corporation
Economist; Senior Partner (Director since 1977) PAUL H. MARTZOWKA
The Longe Company Executive Vice President and
EXECUTIVE OFFICERS Chief Financial Officer
WAYNE B. LYON Comerica Incorporated and
President and Chief Operating Officer JOSEPH J. BUTTIGIEG III Comerica Bank
Masco Corporation Executive Vice President
Comerica Bank EUGENE A. MILLER
GERALD V. MACDONALD Chairman and Chief Executive
Retired Chairman and RICHARD A. COLLISTER Officer
Chief Executive Officer Executive Vice President Comerica Incorporated and
Comerica Incorporated Comerica Incorporated and Comerica Bank
Comerica Bank
MICHAEL T. MONAHAN
EUGENE A. MILLER President
Chairman and Chief Executive Officer JUDITH C. LALKA DART Comerica Incorporated and
Comerica Incorporated and Executive Vice President Comerica Bank
Comerica Bank General Counsel and Corporate Secretary
Comerica Incorporated and DAVID B. STEPHENS
MICHAEL T. MONAHAN Comerica Bank Executive Vice President
President Comerica Bank
Comerica Incorporated and GEORGE C. ESHELMAN
Comerica Bank Executive Vice President JAMES R. TIETJEN
Comerica Incorporated and Senior Vice President and
ALFRED A. PIERGALLINI Comerica Bank General Auditor
President and Chief Executive Officer Comerica Incorporated
Gerber Products Company DOUGLAS W. FIEDLER
President and Chief Executive Officer PAUL D. TOBIAS
ALAN E. SCHWARTZ Comerica Bank & Trust, FSB Executive Vice President
Partner Comerica Incorporated
Honigman Miller Schwartz and Cohn J. MICHAEL FULTON
President and Chief Executive Officer DAVID C. WHITE
HOWARD F. SIMS Comerica Bank-California President and Chief
Chairman Executive Officer
Sims-Varner & Associates CHARLES L. GUMMER Comerica Bank-Illinois
President and Chief Executive Officer
Comerica Bank-Texas
</TABLE>
72
<PAGE> 48
DIRECTORS AND OFFICERS: COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<S> <C> <C>
COMERICA BANK (MICHIGAN) HEINZ C. PRECHTER REV. ZAN W. HOLMES JR.
Chairman and Founder Senior Pastor
EUGENE A. MILLER ASC Incorporated St. Luke Community United
Chairman and Chief Executive Officer Methodist Church
RICHARD D. ROHR
MICHAEL T. MONAHAN Managing Partner JAKE KAMIN
President Bodman, Longley & Dahling Investor and Developer
DIRECTORS ROBERT S. TAUBMAN AGGIE JORDAN-DELAURENTI, PH.D.
President and Chief Executive Officer President
WENDELL W. ANDERSON JR. The Taubman Company, Inc. Jordan-DeLaurenti, Inc.
Retired Chairman
Bundy Corporation ALFRED H. TAYLOR JR.
Trustee, Former Chairman and
LILLIAN BAUDER, PH.D. Chief Executive Officer W. THOMAS MCQUAID
President and Chief Executive Officer Kresge Foundation President
Cranbrook Educational Community Performance Properties
WILLIAM P. VITITOE Corporation
E.L. COX Chairman and Chief Executive Officer
Executive Director Washington Energy Company RAYMOND D. NASHER
State Accident Fund of Michigan Chairman of the Board of
MARTIN D. WALKER Directors
ROGER FRIDHOLM Chairman and Chief Executive Officer Comerica Bank-Texas;
President M.A. Hanna Company Chairman, The Nasher Company
St. Clair Group
GAIL L. WARDEN CALVIN E. PERSON
TODD W. HERRICK President and Chief Executive Officer Owner
President and Chief Executive Officer Henry Ford Health System Calvin Person & Associates
Tecumseh Products Company
COMERICA BANK-TEXAS BOONE POWELL JR.
EDWARD C. LEVY JR. President and Chief Executive
President and Chief Executive Officer CHARLES L. GUMMER Officer
Edw. C. Levy Co. President and Chief Executive Officer Baylor University Medical
Center
JOHN D. LEWIS DIRECTORS
Vice Chairman BILL J. PRIEST, PH.D.
Comerica Incorporated CARROLL BAIRD Chancellor Emeritus
President Dallas County Community
PAUL H. MARTZOWKA Mrs Baird's Bakeries, Inc. College District
Executive Vice President and
Chief Financial Officer C. DEWITT BROWN JR. THOMAS J. TIERNEY
Comerica Incorporated and President and Chief Executive Officer Chairman of the Board
Comerica Bank Dee Brown Masonry Corporate Communications
Center, Inc.
WALTER J. MCCARTHY JR. JAMES F. CORDES
Retired Chairman and Executive Vice President COMERICA BANK-ILLINOIS
Chief Executive Officer The Coastal Corporation
The Detroit Edison Company DAVID C. WHITE
THOMAS M. DUNNING President and Chief
EUGENE A. MILLER Chairman Executive Officer
Chairman and Chief Executive Officer Dunning Benefit Corporation
Comerica Incorporated and DIRECTORS
Comerica Bank RUBEN E. ESQUIVEL
Vice Chairman GREGORY R. BEARD
MICHAEL T. MONAHAN AVO International, Inc. Executive Vice President
President Comerica Bank-Illinois
Comerica Incorporated and JOE R. GOYNE
Comerica Bank Vice Chairman THOMAS F. CAREY
Comerica Bank-Texas Attorney at Law
JOHN W. PORTER Carey, Filter, White & Boland
Chief Executive Officer CHARLES L. GUMMER
Urban Education Alliance, Inc. President and Chief Executive Officer ROBERT E. HUGHES
Comerica Bank-Texas Retired Chairman
Affiliated Banc Group, Inc.
DAVID C. WHITE
President and Chief
Executive Officer
Comerica Bank-Illinois
ROBERT J. ZAHORIK
President
MidCon Products
</TABLE>
73
<PAGE> 49
DIRECTORS AND OFFICERS: COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<S> <C> <C>
COMERICA BANK-CALIFORNIA LOWELL W. MORSE DONALD R. MANDICH
Chairman of the Board Retired Chairman and
J. MICHAEL FULTON Cypress Ventures, Inc. Chief Executive Officer
President and Chief Executive Officer Comerica Incorporated
JOSEPH P. PARISI
DIRECTORS President WILLIAM A. PREW
Therma, Inc. Retired President
THEODORE J. BIAGINI Prew Insurance
Of Counsel EDWARD P. ROSKI JR.
Pillsbury Madison & Sutro President BILL T. SMITH JR., ESQ.
Majestic Realty Company Attorney
PHILLIP R. BOYCE Bill T. Smith Jr., P.A.
Investor LEWIS N. WOLFF
Chairman and Chief Executive Officer
MAXWELL H. BLOOM Wolff Sesnon Buttery
President
L. Bloom Sons, Co. COMERICA BANK & TRUST, FSB
(Florida)
JACK C. CARSTEN
Venture Capitalist DOUGLAS W. FIEDLER
President and Chief Executive Officer
JACK W. CONNER
Chairman DIRECTORS
Comerica Bank-California
ARTHUR R. BRADLEY
J. PHILIP DINAPOLI Chairman
Attorney Comerica Bank & Trust, FSB
J. Philip DiNapoli Offices
NANCY H. CANARY
BRUCE C. EDWARDS Partner
President Thompson, Hine and Flory
March Development Company
E. PAUL CASEY
J. MICHAEL FULTON Chairman and Managing General Partner
President and Chief Executive Officer Metapoint Partners
Comerica Bank-California
JOHN F. DALY
DREW GIBSON Retired Vice Chairman
Chairman and Chief Executive Officer Johnson Controls
Gibson Speno Companies
DOUGLAS W. FIEDLER
WALTER T. KACZMAREK President and Chief Executive Officer
Executive Vice President and Comerica Bank & Trust, FSB
Chief Operating Officer
Comerica Bank-California DON B. DEAN
Retired President and
PATRICIA N. LOWELL Chief Executive Officer
Retired President Manufacturers Bank & Trust of Florida
Comerica Bank-California
RONALD S. HOLLIDAY, ESQ.
ELINOR WEISS MANSFIELD Managing Partner
Attorney Rudnick & Wolf
WALTER J. MCCARTHY JR. JOHN D. LEWIS
Retired Chairman and Vice Chairman
Chief Executive Officer Comerica Incorporated
The Detroit Edison Company
PATRICIA SHONTZ LONGE, PH.D.
Economist; Senior Partner
The Longe Company
</TABLE>
74
<PAGE> 50
COMERICA INCORPORATED AND SUBSIDIARIES
<TABLE>
<S> <C>
COMERICA-BANK-CALIFORNIA COMERICA BANK (MICHIGAN)
COMERICA BANK & TRUST, FSB SUBSIDIARIES
(FLORIDA)
COMERICA LEASING CORPORATION
COMERICA BANK-ILLINOIS Provides equipment leasing and financing
services for businesses throughout the
COMERICA BANK (MICHIGAN) United States.
COMERICA BANK-TEXAS COMERICA MORTGAGE CORPORATION
Offers residential real estate financing
COMERICA ACCEPTANCE CORPORATION for new mortgages and servicing of
Generates consumer loans through dealers existing mortgages owned by Comerica Bank
in several states. and other investors.
COMERICA BANK-ANN ARBOR, N.A. JOHN V. CARR & SON, INC.
A cash management and holding company for Provides customhouse brokerage and
certain investment subsidiaries. freight forwarding services from offices
in 12 states and the Canadian provinces
COMERICA BANK-MIDWEST, N.A. of Ontario and Quebec.
Specializes in revolving credit loans;
based in Toledo, Ohio.
COMERICA INVESTMENT SERVICES
COMERICA COMMUNITY
DEVELOPMENT CORPORATION SUBSIDIARIES
A non-conventional financial resource
for housing rehabilitation and small COMERICA INSURANCE SERVICES
business enterprise in Comerica's Michigan CORPORATION
markets. Offers retail and commercial
insurance consulting, sales and
product management services.
COMERICA SECURITIES, INC.
A full service broker-dealer that
offers stocks, bonds, mutual funds
and annuities to individual
investors, along with investment
banking services.
WILSON, KEMP & ASSOCIATES, INC.
Offers individualized investment
portfolio management services to
customers in the Midwest and Florida.
PARTNERSHIP INTEREST
MUNDER CAPITAL MANAGEMENT
An independent investment advisory firm.
</TABLE>
75
<PAGE> 51
SHAREHOLDER INFORMATION
STOCK
Comerica's stock trades on the New York Stock Exchange (NYSE) under the symbol
CMA.
SHAREHOLDER ASSISTANCE
Inquiries related to shareholder records, change of name, address or ownership
of stock, and lost or stolen stock certificates should be directed to the
transfer agent and registrar:
Norwest Bank Minnesota, N.A.
P.O. Box 738
South St. Paul, Minnesota 55075-0738
800-468-9716
ELIMINATION OF DUPLICATE MATERIALS
If you receive duplicate mailings of quarterly and annual reports at one
address, you may have multiple shareholder accounts. You can consolidate your
multiple accounts into a single, more convenient account by contacting the
transfer agent shown above. In addition, if more than one member of your
household is receiving shareholder materials, you can eliminate the duplicate
mailings by contacting the transfer agent.
DIVIDEND REINVESTMENT PLAN
Comerica offers a dividend reinvestment plan which permits participating
shareholders of record to reinvest dividends in Comerica common stock without
paying brokerage commissions or service charges. Participating shareholders
also may invest up to $3,000 in additional funds each quarter for the purchase
of additional shares. A brochure describing the plan in detail and an
authorization form can be requested from the transfer agent shown above.
DIVIDEND DIRECT DEPOSIT
Common shareholders of Comerica may have their dividends deposited into their
savings or checking account at any bank that is a member of the National
Automated Clearing House (ACH) system. Information describing this service and
an authorization form can be requested from the transfer agent shown above.
DIVIDEND PAYMENTS
Subject to approval of the board of directors, dividends
customarily are paid on Comerica's common stock on or about April 1, July 1,
September 1 and January 1.
ANNUAL MEETING
The Annual Meeting of Shareholders of Comerica Incorporated will be held on
Friday, May 19, 1995, at 9:30 a.m. in the Renaissance Conference Center, Level
2, Tower 300 of the Renaissance Center, Detroit, Michigan.
CORPORATE INFORMATION
Comerica Incorporated
Comerica Tower at Detroit Center
Detroit, Michigan 48226
313-222-3300
EQUAL EMPLOYMENT OPPORTUNITY
Comerica is committed to its affirmative action program and practices which
ensure uniform treatment of employees without regard to race, creed, color,
age, national origin, religion, handicap, marital status, veteran status,
weight, height or sex.
INVESTOR CONTACT
Allison McFerren Cione
313-222-6317
MEDIA CONTACT
Sharon R. McMurray
313-222-4881
76
<PAGE> 52
COMERICA'S GUIDING PRINCIPLES
OUR MISSION
To forge a cohesive team dedicated to being the standard for exceptional
customer service.
OUR PURPOSE
We are in business to enrich people's lives.
OUR BUSINESS VISION
We define ourselves as a relationship-driven organization.
Our customers are our first priority.
Our board of directors are the shareholders' representatives;
we are accountable to them.
We shall strive to consistently produce outstanding earnings.
We shall strive to be leaders in the communities we serve.
Our employees are our most valuable resource; we will
invest in them.
Our employees will be known for their teamwork and will be
faithful to our core values and beliefs.
We will be known for our outstanding management processes.
77
<PAGE> 53
APPENDIX
DESCRIPTION OF GRAPHIC MATERIAL--EXHIBIT 13
PAGE
NUMBER GRAPHIC MATERIAL
------ ----------------
19 Bar graph depicting the Corporation's return on assets (in
percentages) from 1990 to 1994 compared to an industry average. Text
next to the graph: "In 1994, our return on assets again outperformed
the industry."
1990 1991 1992 1993 1994
------------------------------------
Comerica 1.02 1.06 0.91 1.25 1.23
Excluding Restructuring Charge 1.25
Industry Average 0.49 0.47 0.83 1.15 1.11
19 Bar graph depicting the Corporation's net interest income--FTE (in
millions), with a line showing net interest margin--FTE (percent of
earning assets), from 1990 to 1994. Text next to the graph: "Net
interest income was up in 1994 as a result of strong loan growth.
Margin compression should end in the second half of 1995 when interest
rates are projected to stabilize."
1990 1991 1992 1993 1994
------------------------------------
Net Interest Income (FTE) 975 1,093 1,159 1,163 1,254
Net Interest Margin (FTE) 4.36 4.49 4.73 4.65 4.32
22 Bar graph depicting the Corporation's net loans charged off to average
loans (in percentages) from 1990 to 1994 compared to an industry
average. Text next to the graph: "We have an excellent record of credit
underwriting."
1990 1991 1992 1993 1994
------------------------------------
Comerica 1.18 0.58 0.57 0.43 0.24
Industry Average 1.56 1.85 1.42 0.96 0.51
24 Bar graph depicting the Corporation's noninterest income (in millions)
from 1990 to 1994. Text next to the graph: "Prospects for future growth
in noninterest income are enhanced by the partnership with Munder
Capital Management and a focus on sales of nontraditional products such
as mutual funds, annuities and life insurance."
1990 1991 1992 1993 1994
------------------------------------
348 385 411 462 467
25 Bar graph depicting the Corporation's noninterest expenses (in
millions) from 1990 to 1994. Text next to the graph: "Noninterest
expenses for 1994 were flat compared to 1993, excluding the effects of
companies acquired and significant nonrecurring items."
1990 1991 1992 1993 1994
------------------------------------
848 945 1,092 1,038 1,059
30 Bar graph depicting the Corporation's nonperforming assets to loans and
other real estate (in percentages) from 1990 to 1994 compared to an
industry average. Text next to the graph: "Industry-leading credit
quality standards have been maintained as the portfolio has expanded."
1990 1991 1992 1993 1994
------------------------------------
Comerica 1.54 1.48 1.50 1.09 0.92
Industry Average 4.93 5.30 4.62 2.81 1.67
<PAGE> 1
Exhibit 21
----------
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
State or jurisdiction
of Incorporation
Name or organization
---- ----------------------
<S> <C>
Comerica Bank Michigan
Comerica California Incorporated California
Comerica Bank-Illinois Illinois
Comerica Community Development Corporation Michigan
Comerica Assurance Ltd. Bermuda
Comerica Bank & Trust, F.S.B. United States
Comerica Bank-Midwest, N.A. United States
Manufacturers Bank-Wilmington Delaware
Comerica Bank-Ann Arbor, N.A. United States
Comerica Texas Incorporated Delaware
Comerica Acceptance Corporation Michigan
Comerica Corporate Services Incorporated Michigan
Comerica Insurance Company Arizona
Comerica Properties Corporation Michigan
M L Inc. Michigan
Manufacturers Properties Corporation Michigan
Waterfront Corporation Michigan
Subsidiaries of Comerica Bank
------------------------------
Comerica Investment Services, Inc. Michigan
Comerica Insurance Services Corporation Michigan
Comerica Securities, Inc. Michigan
Wilson, Kemp & Associates, Inc. Michigan
Comerica Financial Services, Inc. Michigan
C-Tec Ventures, Inc. Michigan
Access Insurance Services, Inc. Michigan
Interstate Select Insurance Services, Inc. Michigan
Comerica Leasing Corporation d/b/a Manucor
Leasing, Inc. Michigan
Comerica Mortgage Corporation Michigan
Manufacturers Data Corporation Michigan
Manufacturers Mortgage Corporation Michigan
A/H Hotel Management Co. Michigan
Roca-I, Inc. Michigan
VRB Corp. Michigan
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
John V. Carr & Son, Inc. Michigan
Duty Drawback Service, Inc. Michigan
John V. Carr & Son, Ltd. Ontario
Comerica International Corporation United States
Comerica International (Canada) Limited Ontario
Comerica International (Canada)
Properties, Limited Ontario
Subsidiaries of Comerica California Incorporated
------------------------------------------------
Comerica Bank-California California
Western Capital Management California
Pacific Western Financial California
Rowland Financial Corporation California
Plaza Commerce Leasing California
Subsidiary of Comerica Bank-Illinois
------------------------------------
B&E Realty Corporation Illinois
Subsidiaries of Comerica Texas Incorporated
-------------------------------------------
Comerica Bank-Texas Texas
Comerica Asset Management Incorporated Michigan
Riverside Investments Inc. Texas
Riverside Investments II Inc. Texas
BTXW Investments, Inc. Texas
NorthPark Securities, Inc. Texas
North Dallas Realty Management
Corporation Texas
P & SA Corp. Texas
Park Properties, Inc. Texas
Subsidiaries of Comerica Bank-Ann Arbor
---------------------------------------
Woodbridge Capital Management, Inc. Michigan
WAM Holdings, Inc. Michigan
Munder Capital Management Michigan
</TABLE>
<PAGE> 1
EXHIBIT 23
[ERNST & YOUNG LLP LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
listed below, of our reports on the consolidated financial statements of
Comerica Incorporated and subsidaries dated January 17, 1995, financial
statements of Comerica Incorporated Preferred Savings Plan dated March 8, 1995
and financial statements of John V. Carr & Son, Inc. Employees' Profit-Sharing
Trust dated March 8, 1995, all included in the Annual Report on Form 10-K of
Comerica Incorporated for the year ended December 31, 1994:
Registration Statement No. 33-42485 on Form S-8 dated August 29, 1991
Registration Statement No. 33-45500 on Form S-8 dated February 11, 1992
Registration Statement No. 33-49964 on Form S-8 dated July 23, 1992
Registration Statement No. 33-49966 on Form S-8 dated July 23, 1992
Registration Statement No. 33-53220 on Form S-8 dated October 13, 1992
Registration Statement No. 33-53222 on Form S-8 dated October 13, 1992
Ernst & Young LLP
March 27,1995
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
1994 FORM 10K FOR COMERICA INCORPORATED AND SUBSIDIARIES AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 1,822,313
<INT-BEARING-DEPOSITS> 378,873
<FED-FUNDS-SOLD> 46,000
<TRADING-ASSETS> 4,332
<INVESTMENTS-HELD-FOR-SALE> 2,906,296
<INVESTMENTS-CARRYING> 4,970,165
<INVESTMENTS-MARKET> 4,659,317
<LOANS> 22,209,246
<ALLOWANCE> 326,195
<TOTAL-ASSETS> 33,429,902
<DEPOSITS> 22,432,316
<SHORT-TERM> 4,205,408
<LIABILITIES-OTHER> 268,823
<LONG-TERM> 4,097,943
<COMMON> 596,473
0
0
<OTHER-SE> 1,795,307
<TOTAL-LIABILITIES-AND-EQUITY> 33,429,902
<INTEREST-LOAN> 1,577,329
<INTEREST-INVEST> 476,952
<INTEREST-OTHER> 37,643
<INTEREST-TOTAL> 2,091,924
<INTEREST-DEPOSIT> 542,727
<INTEREST-EXPENSE> 861,797
<INTEREST-INCOME-NET> 1,230,127
<LOAN-LOSSES> 56,000
<SECURITIES-GAINS> 3,461
<EXPENSE-OTHER> 1,058,669
<INCOME-PRETAX> 582,095
<INCOME-PRE-EXTRAORDINARY> 387,242
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 387,242
<EPS-PRIMARY> 3.28
<EPS-DILUTED> 3.28
<YIELD-ACTUAL> 4.32
<LOANS-NON> 161,723
<LOANS-PAST> 39,161
<LOANS-TROUBLED> 2,299
<LOANS-PROBLEM> 318,589
<ALLOWANCE-OPEN> 298,685
<CHARGE-OFFS> 83,086
<RECOVERIES> 35,129
<ALLOWANCE-CLOSE> 326,195
<ALLOWANCE-DOMESTIC> 222,873
<ALLOWANCE-FOREIGN> 2,886
<ALLOWANCE-UNALLOCATED> 100,436
</TABLE>
