Filed by Comerica Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Comerica Incorporated
Commission File No. 1-10706
On November 1, 2000, Comerica Incorporated issued the following press release:
COMERICA INCORPORATED TO ACQUIRE IMPERIAL BANCORP IN $1.3 BILLION
TRANSACTION
DETROIT and LOS ANGELES, Nov. 1 /PRNewswire/ -- Comerica Incorporated (NYSE:
CMA) and Imperial Bancorp (NYSE: IMP) today announced that their boards of
directors have unanimously approved a definitive agreement for a tax-free,
stock-for-stock acquisition by Comerica of Imperial Bancorp, a $7.4 billion
banking company headquartered in Los Angeles, CA.
The transaction will create the fourth largest banking company in California and
the 19th largest nationally, both based on assets. The combination brings
together two companies that are highly focused on middle- market, small
business, emerging growth markets, title and escrow deposits and entertainment
lending in California and nationally. It joins Imperial's growth record with the
solid growth, financial discipline and strong credit culture of Comerica.
Shareholders of Imperial will receive approximately 21 million shares of
Comerica common stock under a 0.46 fixed exchange ratio. Upon closing, Imperial
shareholders will own approximately 12 percent of the combined company. The
current value of the transaction is approximately $1.3 billion, or 2.4 times
book value and 14.8 times First Call consensus 2001 estimated earnings, based on
Comerica's closing price of $60.31 on Tuesday, October 31, 2000. It represents a
premium of 14 percent of Imperial's closing share price yesterday.
The transaction is expected to be accounted for as a pooling of interests. It is
expected to be neutral to earnings per share in 2001, exclusive of one- time,
pre-tax, merger-related and restructuring charges estimated to be $145 million,
and approximately 5 percent accretive to earnings per share in 2002. Comerica
said its estimates of accretion do not include assumptions of either revenue
synergies or reinvested capital.
<PAGE>
The in-market combination is expected to generate cost savings by eliminating
duplicative and other administrative costs. Comerica plans to reduce expenses by
about 20 percent of Imperial's expense base over a period of two years.
"Comerica's goal is to increase and enhance shareholder value by growing
earnings at double-digit annual rates. Our strategy is to build on our
leadership position in middle-market business lending, our longstanding
commitment to financial discipline and our strong credit quality culture," said
Eugene A. Miller, Comerica chairman, president and chief executive officer.
"Imperial represents a superb strategic fit and will accelerate and sustain this
strategy. Its strong base of relationships in key middle-market sectors of the
California economy, and its demonstrated capacity to generate 20 percent-plus
compound annual growth in loans, deposits and earnings per share over the past
five years will help fuel our growth strategies in California and nationally,"
he added.
"With this combination, we extend our geographic footprint in the highly
attractive Southern California economy and solidify our national leadership
position in several key growth businesses. Comerica takes a disciplined view of
acquisitions -- and this transaction represents the right mix of strategic
growth drivers, sound financial metrics, and just plain good chemistry," Mr.
Miller said.
The transaction will make Comerica California's volume leader in Small Business
Administration (SBA) lending and entertainment industry lending, while ranking
number two in lending to emerging growth markets. The bank will further enhance
its California deposit market share through Imperial's deposit-rich emerging
growth, title and escrow, and middle-market banking businesses.
"Our affiliation with Comerica presents significant benefits for Imperial
Bancorp's shareholders, and Imperial Bank's customers and employees," said
George L. Graziadio, Jr., chairman, president and chief executive officer of
Imperial Bancorp and chairman and co-founder of Imperial Bank. "We were
attracted to Comerica because of its proven leadership and experience in
business lending as well as its intense commitment to superior relationship
banking. The combination of our two organizations will provide significantly
expanded products and services for our customers."
"Joining forces with Comerica is the right step for Imperial Bank, its customers
and employees. Comerica stands for quality service and financial discipline, and
we look forward to introducing the Comerica brand to our customers," said Norman
P. Creighton, Imperial Bank vice chairman and chief executive officer.
"Together, we can build a highly competitive and market- leading franchise in
California. Comerica's middle-market business focus is our business focus.
"Finally, the combination of our forces with Comerica will, over time, generate
<PAGE>
added opportunities for many employees as they become part of a larger
organization," he added.
"We saw a great fit with Imperial for several reasons, not the least of which is
their commitment to delivering high quality customer service," said J. Michael
Fulton, president and chief executive officer of Comerica Bank - California. "In
addition, their strong focus on relationship business banking is highly
consistent with our approach."
"We believe we are in an excellent position to achieve the goals of this
transaction," said Comerica's Miller. "We have a realistic, two-year phase-in of
cost savings and conversion to common operating platforms, as well as
complementary geographies. In addition to our past successful experience of
integrating larger bank transactions, we have successfully acquired and
integrated five banks in the California market since 1991. We know this market
well -- and expect to complete this acquisition seamlessly."
Comerica's cash dividend is currently $1.60 on an annualized basis; Imperial
does not pay a cash dividend.
The boards of both companies have rescinded their share repurchase programs to
the extent required to account for the merger as a pooling of interests.
Imperial Chairman Graziadio will become chairman of the board of Comerica
Bank-California; Comerica Bank-California President and Chief Executive Officer
Fulton will remain president and chief executive officer; and Imperial Bank's
Vice Chairman Creighton will become vice chairman of Comerica Bank- California.
In addition, Graziadio, Imperial's chairman, and Creighton, Imperial Bank's vice
chairman, will join the Comerica Bank-California board of directors.
Comerica's CRA rating is outstanding and Imperial's is satisfactory. Both
ratings are evidence of the commitment of each organization to improving the
communities they serve.
Comerica and Imperial will continue to work closely with local community groups,
civic organizations, individual community members, business owners and others to
continue to define the credit needs of local communities served and to design
products and services to help meet those needs.
The agreement is subject to approval by the shareholders of Imperial and
customary regulatory approvals. The transaction is expected to close in the
first quarter of 2001. In conjunction with the transaction, Imperial granted to
Comerica a customary option to purchase up to 19.9 percent of Imperial stock.
<PAGE>
Comerica was advised by the law firm of Wachtell, Lipton, Rosen & Katz. Credit
Suisse First Boston acted as financial advisor and provided a fairness opinion
to Imperial, which was advised by the law firm of Sullivan & Cromwell.
Imperial Bancorp, a diversified financial organization, was founded in 1968.
Imperial Bank, the Company's principal subsidiary, organized in 1963, offers a
wide range of financial services tailored to corporate customers, entrepreneurs
and professionals. The bank's business strategy focuses on delivering customized
financial products and services to manufacturing, distribution, wholesale,
service, import/export, title and escrow, and apparel and textile businesses, in
addition to some of the fastest growing industries such as emerging technology,
entertainment, residential construction and SBA lending. Imperial Bank operates
15 regional banking offices: 12 located throughout California; in Phoenix,
Arizona; Denver, Colorado; and Kirkland, Washington; in addition to emerging
growth loan offices in Irvine, Los Angeles, Palo Alto, San Diego, and San
Francisco, California; Phoenix, Arizona; Denver, Colorado; Boston,
Massachusetts; New York, New York; Durham, North Carolina; Portland, Oregon;
Austin and Dallas, Texas; Reston, Virginia; and Kirkland, Washington. Other
Imperial Bancorp and Bank enterprises include: Imperial Securities Corp.;
Imperial Creditcorp; Pacific Bancard Association Inc.; Imperial Ventures Inc.;
Imperial Bank Realty Co. Inc.; and Imperial International Bank. Imperial Bank
also holds 12 million shares of the common stock (approximately 56 percent of
the total shares outstanding) of Official Payments Corporation (Nasdaq: OPAY).
Imperial can be found on the Web at http://www.imperialbank.com. Imperial is
expected to begin operating under the Comerica brand name in the first quarter,
2001.
Comerica Bank-California is a $5.3 billion asset bank headquartered in San Jose,
with offices in the Bay Area (San Jose to San Francisco), Santa Cruz Coastal,
Los Angeles (Los Angeles and Orange Counties) and San Diego.
Comerica Bank-California is a subsidiary of Comerica Incorporated, a diversified
financial services provider headquartered in Detroit with banking subsidiaries
in Michigan, Texas and California; banking operations in Florida; the investment
services affiliate Munder Capital Management; and businesses in several other
states. Comerica also operates subsidiaries in Canada and Mexico. Comerica
Incorporated reported total assets of $41 billion at September 30, 2000.
Matters discussed in this release contain certain forward-looking statements
that are based on the beliefs of Comerica's and Imperial's management as well as
assumptions made by and information currently available to Comerica's and
Imperial's management, as of the date of this release, with respect to future
events and are subject to risks and uncertainties, such as changes in Comerica's
and Imperial's plans, objectives, expectations and intentions relating to the
merger, integration and general business plans, and do not purport to speak as
of any other date.
<PAGE>
Should one or more of these risks materialize or should underlying assumptions
prove incorrect, the company's actual results could differ materially from those
discussed in this release. Factors that could cause or contribute to such
differences are changes in interest rates, changes in the industries where
Comerica and Imperial have a concentration of loans, changes in the level of fee
revenues, the impact of Internet banking, the entry of new competitors into the
banking industry as a result of the enactment of the Gramm-Leach-Bliley Act of
1999, changes in general economic conditions, and related credit conditions,
continuing consolidations in the banking industry, and other factors discussed
in Comerica and Imperial's filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date they are made. Comerica
does not undertake to update forward-looking statements to reflect circumstances
or events that occur after the date the forward-looking statements are made.
NOTE TO EDITORS:
Comerica and Imperial have scheduled a conference call to discuss the
transaction at 9:30 AM (EST) on Wednesday, November 1, 2000. All interested
parties are invited to listen to this call. To listen to the call from the US,
please dial 1-888-667-9209 and ask to be connected to the Comerica / Imperial
teleconference call. International callers please dial 1-706-645-9134. This
conference call will also be webcast live on the Internet. A link to a live
broadcast of the call on the Internet can be found at http://www.comerica.com.
If you are unable to participate, a rebroadcast of the call will be available
beginning approximately 1:00 PM (EST) on Wednesday, November 1, 2000 through
Wednesday, November 8. To access the rebroadcast domestically, please dial
800-642-1687, reservation # 207066. International callers please dial
706-645-9291. To access a rebroadcast of the webcast please visit
http://www.comerica.com.
Comerica / Imperial
At-A-Glance
9/30/00 figures (all dollar figures in billions, except per share prices, and
where noted.) Financial ratios reflect third-quarter figures.
Comerica Imperial Pro Forma
Total Assets $41 $7 $48
Total Deposits $26 $7 $33
Total Deposits in CA $5 $5 $10
Total Loans $35 $4 $39
Net Income* (millions) $740 $84 $824
Nonperforming Assets/Assets 0.59% 0.90% 0.64%
Reserves/Nonperforming Loans 222% 136% 203%
<PAGE>
ROA 1.89% 1.41% 1.83%
ROCE 21.3% 18.2% 20.9%
Net Interest Margin 4.42 5.93 4.64
Efficiency Ratio 48.6 57.4 50.1
Fee Income Ratio 32.7 30.6 32.4
Closing Stock Price Per Share (10/31/00) $60.31 $24.31
Total Banking Locations in CA 31 12 43
Total Banking Locations in U. S. 341 15 356
* YTD annualized
Comerica / Imperial Deal Terms
Fixed Exchange Ratio 0.46 Comerica share for each
Imperial share outstanding
Price $27.74 per share based on
Comerica closing price of
$60.31 on 10/31/00
Multiple to 2000E 15.8X
Multiple to Book Value 2.40X
Market Premium 14%
Leveraging Common Strengths
Commercial & Industrial Lending -- #4 in California
SBA Lending -- #1 in California / Top 5
Nationally
Specialty Deposits (title / escrow) -- #1 in California / Top 5
Nationally
Entertainment Lending -- #1 in California / Top 5
Nationally
Emerging Growth Lending -- #2 in California / #2 Nationally
SOURCE Comerica Incorporated and Imperial Bancorp
CONTACT: Media - Wayne Mielke of Comerica Incorporated - MI, 313-222-4732, or
Keith Turner of Comerica Bank - California, 408-556-5111; or Robert Galea of
Imperial Bancorp -- CA, 310-338-6111; Steve Bruce, or Mary Beth Kissane of
Abernathy MacGregor Group - NY, 212-371-5999; or Investor - Judith S. Love of
Comerica Incorporated - MI, 313-222-2840; or Ellen Becht of Imperial Bancorp --
CA, 310-338-6161/ http://www.comerica.com
<PAGE>
ANALYST PRESENTATION:
[Comerica Logo] [Imperial Logo]
A Superb Strategic Fit:
The Preeminent
Business Bank
[Comerica Logo]
November 1, 2000
1
<PAGE>
[Comerica Logo] [Imperial Logo]
This presentation and the oral statements relating to this presentation (the
"Presentation") contain certain forward looking statements that are based on the
beliefs of Comerica's and Imperial's management as well as assumptions made by
and information currently available to Comerica's and Imperial's management.
Such statements reflect the view of Comerica's and Imperial's management, as of
the date of preparation of this Presentation, with respect to future events and
are subject to risks and uncertainties, such as changes in Comerica's and
Imperial's plans, objectives, expectations and intentions and do not purport to
speak as of any other date. Should one or more of these risk materialize or
should underlying assumptions prove incorrect, the company's actual results
could differ materially from those discussed in this Presentation. Factors that
could cause or contribute to such differences are changes in interest rates,
changes in the industries where Comerica and Imperial have a concentration of
loans, changes in the level of fee revenues, the impact of Internet banking, the
entry of new competitors into the banking industry as a result of the enactment
of the Gramm-Leach-Billey Act on 1999, economic conditions, continuing
consolidations in the banking industry, and other factors discussed in
Comerica's and Imperial's filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date they are made. Comerica and
Imperial do not undertake to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking statements
are made.
2
<PAGE>
[Comerica Logo] [Imperial Logo]
A Superb Strategic Fit:
The Preeminent
Business Bank
[Comerica Logo]
November 1, 2000
3
<PAGE>
[Comerica Logo] [Imperial Logo]
A SUPERB STRATEGIC FIT
o Leverage complementary strengths in corporate banking
o Expand presence in high growth California market
o Gain leadership position in Emerging Growth business niche
o Low risk execution
o Financially attractive to shareholders
THE PREEMINENT BUSINESS BANK
4
<PAGE>
[Comerica Logo] [Imperial Logo]
IMPERIAL BANCORP
o 6th largest commercial bank in California
o $7.4 billion of assets
o Small and mid sized business focus
o Developed niche markets
- Emerging growth
- Entertainment
- Residential tract lending
- Title / Escrow
- SBA
o Exceptional core funded position
5
<PAGE>
[Comerica Logo] [Imperial Logo]
IMPERIAL BANCORP
Loans
-----
1996 = $2.0 billion
1997 = $2.7 billion
1998 = $3.4 billion
1999 = $3.5 billion
---
====
CAGR = 21.9%
====
9/30/99 = $3.6 billion
---
9/30/00 = $4.2 billion
Deposits
--------
1996 = $3.0 billion
1997 = $4.2 billion
1998 = $5.6 billion
1999 = $5.9 billion
====
CAGR = 22.9%
====
9/30/99 = $5.7 billion
9/30/00 = $6.5 billion
6
<PAGE>
[Comerica Logo] [Imperial Logo]
IMPERIAL BANCORP
Net Income Growth
-----------------
1995 = $15.0 million
1996 = $29.7 million
1997 = $41.3 million
1998 = $57.1 million
1999 = $62.2 million
====
CAGR = 44%
====
9/30/99 = $48.9 million
9/30/00 = $63.0 million
Normal and Income from Continuing Operation (Source: Imperial Annual Report)
7
<PAGE>
[Comerica Logo] [Imperial Logo]
LEVERAGING COMPLEMENTARY STRENGTHS
o Commercial & Industrial Lending
- #4 in California
o SBA Lending
- #1 in California, Top 5 Nationally
o Specialty Deposits (title/escrow)
- #1 in California, Top 5 Nationally
o Entertainment Lending
- #1 in California, Top 5 Nationally
o Emerging Growth Lending
- #2 in California and Nationally
8
<PAGE>
[Comerica Logo] [Imperial Logo]
STRONG CREDIT QUALITY FOCUS
o Focus on granularity
- Average loan size:
CMA $5MM
IMP $3.5MM
o Extensive credit training
o Integration of lending and credit
o Proactive credit administration process
- Constant vigilance, early resolution
o Strong combined credit ratios relative to peers
- 1.57% Reserve ratio
- 33 bps of NCOs
- 78 bps of NPAs
9
<PAGE>
[Comerica Logo] [Imperial Logo]
LEADERSHIP POSITION IN EMERGING GROWTH BUSINESS
o Emerging Growth companies provide significant opportunities
- Tap tremendous liquidity of venture backed companies
- Participate in value creation of New Economy through warrant
positions.
- Cross-sell opportunity for Investment Management/Private Banking
- Create significant growth engine
10
<PAGE>
[Comerica Logo] [Imperial Logo]
HIGH GROWTH MARKETS
[Map of United States]
11
<PAGE>
[Comerica Logo] [Imperial Logo]
PREMIER CALIFORNIA FRANCHISE
[Map of California]
California Economics
--------------------
o 3 of the top 10 US cities for employment and income growth
o Employment growth 50% higher than national rate
o #1 state for New Economy growth
12
<PAGE>
[Comerica Logo] [Imperial Logo]
LOW RISK EXECUTION
o No Revenue Synergy Assumptions
o Conservative Cost Savings Assumptions
o Realistic Integration Timetable
o Extensive Due Diligence
- 80% of loan portfolio reviewed
- Team approach / Lenders & Credit
o Common Operating Platforms
o Small Relative Size
o 6th Bank Acquisition in the California Market since 1991
13
<PAGE>
[Comerica Logo] [Imperial Logo]
WELL-POSITIONED FOR SUPERIOR FINANCIAL PERFORMANCE
Comerica Imperial Combined
--------------------------------------------------------------------------------
Assets $41B $ 7B $48B
Loans $35B $ 4B $39B
Deposits $26B $ 7B $33B
Net Income (1) $740MM $84MM $824MM
--------------------------------------------------------------------------------
As of 09/30/00 PERIOD END
(1) YTD Annualized
14
<PAGE>
[Comerica Logo] [Imperial Logo]
COMBINED PERFORMANCE RATIOS
Comerica Imperial Combined
--------------------------------------------------------------------------------
ROCE 21.3% 18.2% 20.9%
ROA 1.89 1.41 1.83
Net Interest Margin 4.42 5.93 4.64
Fee Income Ratio 32.7 30.6 32.4
Efficiency Ratio 48.6 57.4 50.1
--------------------------------------------------------------------------------
For the Quarter Ended September 30, 2000
15
<PAGE>
[Comerica Logo] [Imperial Logo]
TRANSACTION TERMS
Structure: Pooling-of-Interests
Tax-free exchange
Fixed Exchange Ratio: 0.46 Comerica share for each Imperial share outstanding
Price: $27.74 per share based on Comerica's close on 10/31/00
of $60.31
Transaction Value: $1.3 Billion
Option: Option agreement for 19.9% of Imperial in place
Dividend: $1.60 annual / per share
Anticipated Closing: 1Q2001
Anticipated Integration: Full integration by 1Q2002
16
<PAGE>
[Comerica Logo] [Imperial Logo]
TRANSACTION TERMS
Cost Savings: Approximately $60MM, or 20% of Imperial's
expense base, phased in 50% in 2001, 100% in 2002
Ownership Split: Comerica 88%, Imperial 12%
Management: George L. Graziadio, Jr.
- Chairman, Comerica Bank CA
J. Michael Fulton
- President & CEO, Comerica Bank CA
Norman P. Creighton
- Vice Chairman, Comerica Bank CA
17
<PAGE>
[Comerica Logo] [Imperial Logo]
Transaction multiples at $60.31 per share compare favorably to those found in
similar transactions:
Comparable
Transaction Transaction
Multiples(1) Multiples(1)(2)
--------------------------------------------------------------------------------
Price as a multiple to:
2000E EPS 15.8X 20.2X
Book Value 2.40% 241%
Tangible Book Value 2.41% 246%
Market Premium 14% 24%
--------------------------------------------------------------------------------
(1) Based on Comerica's closing price of $60.31 as of October 31, 2000.
(2) California transactions since 1999.
NOTE: EPS estimates based on First Call
18
<PAGE>
[Comerica Logo] [Imperial Logo]
EXPECTED COST SAVINGS (50% IN Y1, 100% IN Y2)
Cost
Savings
--------------------------------------------------------------------------------
Major Business Lines $ 4MM
Systems & Operations $36MM
G&A / Other $20MM
Total Pre-Tax $60MM
--------------------------------------------------------------------------------
19
<PAGE>
[Comerica Logo] [Imperial Logo]
ESTIMATED MERGER RELATED CHARGES
Total
--------------------------------------------------------------------------------
Employee Related $50
Conforming Policies and Balance Sheet 46
Restructuring
Facilities and Operations 20
Other 29
-- --
Total Pre-Tax Merger Related Charges 145
Total After-Tax Merger Related Charges $105
--------------------------------------------------------------------------------
20
<PAGE>
[Comerica Logo] [Imperial Logo]
ACCRETION SUMMARY - 0.46 EXCHANGE RATIO
--------------------------------------------------------------------------------
2001 2002
Comerica Projected EPS(1) $5.08 $5.59
Projected Accretion 0% 5%
Cost Savings (2) 10% 20%
EPS after Cost Savings $5.08 $5.84
EPS Growth 10% 15%
(1) EPS projections based on First Call estimates in 2001 and 2002.
(2) Cost savings equal to 20% of Imperial's expense base and are phased in 50%
in 2001, 100% in 2002. Cost savings are also net of cost of financing
restructuring charge.
21
<PAGE>
[Comerica Logo] [Imperial Logo]
A Superb Strategic Fit:
The Preeminent
Business Bank
[Comerica Logo]
November 1, 2000
22
<PAGE>
[Comerica Logo] [Imperial Logo]
SUMMARY
o Strategically Compelling
- Creates skill and scale
- Leverages complementary strengths in business banking
- Expands presence in high-growth California market
- Gain leadership position in emerging growth business nationally
o Low execution risk / highly achievable
o Financially Attractive to Shareholders of both Companies
- Accretive in year two
- Superior financial performance
- Conservative assumptions
23
<PAGE>
[Comerica Logo] [Imperial Logo]
APPENDIX
--------------------------------------------------------------------------------
24
<PAGE>
[Comerica Logo] [Imperial Logo]
COMPARATIVE PERFORMANCE DATA
$ in Millions
Comerica Imperial Combined
--------------------------------------------------------------------------------
Net Interest Income, FTE $416 $90 506
Provision 24 19 43
Non-Interest Income 202 40 242
Non-Interest Expense 302 74 376
Net Income 192 23 215
Return on Assets 1.89% 1.41% 1.83%
Return on Common Equity 21.3 18.2 20.9
Net Interest Margin 4.42 5.93 4.64
Efficiency Ratio 48.6 57.4 50.1
Fee Income/Total Revenue 32.7 30.6 32.4
--------------------------------------------------------------------------------
For the Quarter ended September 30, 2000
25
<PAGE>
[Comerica Logo] [Imperial Logo]
LOAN PORTFOLIO COMPOSITION
Comerica
--------
Consumer = 4.1%
Residential Mtg. = 2.5%
Middle Market = 64.1%
Large Corp. = 16.1%
International = 7.5%
Private Banking = 3.1%
Small Business = 2.6%
Imperial
--------
Consumer = 1.0% Small
Business = 2.0% Large
Corporate = 9.0%
Middle Market = 88.0%
09/30/00 YTD Average Loans
26
<PAGE>
[Comerica Logo] [Imperial Logo]
COMBINED LOAN PORTFOLIO COMPOSITION
Residential Mtg. = 2.2%
Consumer = 3.7%
Small Business = 2.6%
Private Banking = 2.7%
International = 6.7%
Large Corporate = 15.3%
Middle Market = 66.8%
Commercial 94%
Consumer 6%
09/30/00 YTD Average Loans
27
<PAGE>
[Comerica Logo] [Imperial Logo]
LOAN COMPOSITION
$ in billions
Comerica Imperial Combined
------------------- -------------------- -----------------
Amount % Amount % Amount %
--------------------------------------------------------------------------------
Commercial $25.37 73% $3.80 85% $29.17 74%
Commercial RE 7.18 21 .65 14 7.83 20
Consumer 1.40 4 .04 1 1.44 4
Residential Mortgage .83 2 .00 0 .83 2
------ ----- ------
Total $34.78 100% $4.49 100% $39.27 100%
Loan Portfolio Yield 9% 9% 9%
--------------------------------------------------------------------------------
Quarterly Averages as of September 30, 2000
28
<PAGE>
[Comerica Logo] [Imperial Logo]
DEPOSIT COMPOSITION
Comerica
Savings = 5.4%
Foreign = 2.2%
Money Mkt/NOW = 31.1%
CD's = 35.5%
Non-Interest Bearing = 25.8%
Imperial
Savings = 0.5%
Non-Int Bearing = 48.1%
CD's = 30.2%
Money Market/NOW = 21.2%
As of 09/30/00
29
<PAGE>
[Comerica Logo] [Imperial Logo]
COMBINED DEPOSIT COMPOSITION
Foreign = 1.8%
Savings = 4.5%
CDs = 34.5%
Non-Interest Bearing = 29.9%
Money Market/NOW = 29.3%
As of 09/30/00
30
<PAGE>
[Comerica Logo] [Imperial Logo]
DEPOSIT COMPOSITION
$ in millions
Comerica Imperial Combined
-------------------- ----------------- -----------------
% of % of % of
Balance Total Balance Total Balance Total
--------------------------------------------------------------------------------
Non-interest bearing $6.5 26% $2.7 48% $9.2 30%
Interest Bearing:
Money Market / NOW 7.8 31% 1.2 21% 9.0 29%
Savings 1.4 6 0.0 0 1.4 5
Time 9.5 37 1.7 31 11.2 36
--- --- ----
Total interest bearing $18.7 74% $2.9 52% $21.6 70%
Total Deposits $25.2 $5.6 $30.8
===== ==== =====
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Quarterly Averages as of September 30, 2000
31
<PAGE>
[Comerica Logo] [Imperial Logo]
CREDIT QUALITY
$ in millions
Comerica Imperial Combined
--------------------------------------------------------------------------------
Total Loans $35,035 $4,142 $39,177
Non-performing Loans 236 66 302
Non-performing Assets 241 67 307
Loan Loss Reserve 524 90 614
NPLs/Loans 0.67% 1.60% .77%
NPAs/Assets 0.59% 0.90% 0.64%
NCOs/Avg. Loans 0.24% 1.12% 0.33%
Reserves/Loans 1.49% 2.18% 1.57%
Reserves/NPLs 222% 136% 203%
Reserves/NPAs 218% 135% 200%
--------------------------------------------------------------------------------
Quarter Ended September 30, 2000 (P/E)
32
<PAGE>
[Comerica Logo] [Imperial Logo]
A Superb Strategic Fit:
The Preeminent
Business Bank
[Comerica Logo]
November 1, 2000
33
