-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FaN3wDoWW16Gh7/3tQoWdl7eMhflLHcrS4tsFQ8L1ThLuAOeLfegAo1ZkuYXByaO G1yc3LwT5EE17sVDWpr0FA== 0000950124-02-003123.txt : 20021002 0000950124-02-003123.hdr.sgml : 20021002 20021002111532 ACCESSION NUMBER: 0000950124-02-003123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021002 ITEM INFORMATION: FILED AS OF DATE: 20021002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMERICA INC /NEW/ CENTRAL INDEX KEY: 0000028412 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 381998421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10706 FILM NUMBER: 02779289 BUSINESS ADDRESS: STREET 1: 500 WOODWARD AVENUE MC 3391 STREET 2: COMERICA TOWER AVE1ST FL CITY: DETROIT STATE: MI ZIP: 48226-3509 BUSINESS PHONE: 313 222-9743 MAIL ADDRESS: STREET 1: 411 WEST LAFAYETTE MC 3419 STREET 2: ATTN: BRAD SCHWARTZ CITY: DETROIT STATE: MI ZIP: 48226-3419 FORMER COMPANY: FORMER CONFORMED NAME: DETROITBANK CORP DATE OF NAME CHANGE: 19850311 8-K 1 k72149e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 2, 2002 COMERICA INCORPORATED (Exact Name of Registrant as Specified in its Charter) Delaware 1-10706 38-1998421 ------------ ---------- --------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification Incorporation) Number)
Comerica Tower at Detroit Center 500 Woodward Avenue, MC 3391 Detroit, Michigan 48226 ------------------------------ (Address of principal executive offices) (zip code) (800) 521-1190 --------------------------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 9. REGULATION FD DISCLOSURE The registrant reported today that it would record a financial charge related to an incremental provision for credit losses, charge-offs and goodwill impairment. A copy of the press release is attached hereto as Exhibit 99.1. EXHIBITS 99.1 Press Release dated October 2, 2002 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. COMERICA INCORPORATED By: /s/ George W. Madison -------------------------------------------------- Name: George W. Madison Title: Executive Vice President, General Counsel and Corporate Secretary October 2, 2002 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated October 2, 2002
EX-99.1 3 k72149exv99w1.txt PRESS RELEASE DATED OCTOBER 2, 2002 Exhibit 99.1 COMERICA TO RECORD A $213 MILLION AFTER-TAX CHARGE RELATED TO INCREMENTAL PROVISION FOR CREDIT LOSSES, GOODWILL IMPAIRMENT DETROIT/OCTOBER 2, 2002 -- Comerica Incorporated (NYSE: CMA) today announced that it will record a $328 million charge ($213 million after-tax, or $1.21 per diluted share) related to an incremental provision for credit losses and goodwill impairment for the company's Munder Capital Management subsidiary. The incremental provision for credit losses totals approximately $247 million, of which $40 million ($26 million after-tax, or $0.15 per diluted share) has been determined to relate to the second quarter of 2002. The allowance for credit losses as a percent of period-end loans at September 30, 2002, is estimated to be 1.90 percent, compared with 1.81 percent previously reported at June 30, 2002 and 1.85 percent as restated. Incremental net charge-offs will be approximately $212 million, of which $22 million will be reflected in the second quarter. Second quarter earnings will be reduced to $161 million, or $0.90 per diluted share, compared to previously reported earnings of $184 million, or $1.03 per diluted share, including the related effect of lower incentive compensation of $5 million ($3 million after-tax, or $0.02 per diluted share). The additional provision and charge-offs related to the second quarter were determined during a recent subsidiary regulatory examination. The third quarter goodwill impairment of $86 million ($56 million after-tax, $0.31 per diluted share) results from the continued decline in equity markets and its related impact on Munder's valuation. "The lagging economy and ongoing volatility in the equity markets affect many companies, including our own customers," said Ralph W. Babb Jr., chairman, president and chief executive officer. "Given the uncertainties surrounding the timing of an economic recovery, the strengthening of our allowance for credit losses and coverage ratios recognizes the challenges of the current operating environments. And, we identified additional credits, particularly in the retail, automotive and manufacturing sectors, where a write-down, accelerated work-out plan or sale is the most prudent course of action." OUTLOOK FOR 2002 Comerica expects the charge to reduce projected full year 2002 earnings from its previous estimate by $1.21 per diluted share. Including this charge and the previously announced impact ($0.06 per diluted share) of adoption of the fair value method of accounting for stock options, Comerica expects earnings to range from $3.40 to $3.50 per diluted share for the full year 2002. - more - Comerica will host a conference call to review third quarter 2002 financial results at 8 a.m. EDT Wednesday, October 16, 2002. Interested parties may access the conference call by calling (706) 679-5261 (event ID No. 5779063). The call will also be accessible on the Internet at www.comerica.com. A replay of the conference call will be available approximately two hours following the call through Wednesday, November 13, 2002. The conference call replay can be accessed by calling (800) 642-1687 or (706) 645-9291 (event ID No. 5779063). The replay can also be accessed via Comerica's "Investor Relations" page at www.comerica.com. Comerica Incorporated is a multi-state financial services provider headquartered in Detroit, Michigan, with bank subsidiaries in Michigan, California and Texas, banking operations in Florida, and businesses in several other states. Comerica also has an investment services affiliate, Munder Capital Management, commercial banking operations in Canada and a commercial banking subsidiary in Mexico. FORWARD LOOKING STATEMENT Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "estimate," "project," "may" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are predicated on management's beliefs and assumptions based on information known to Comerica's management as of the date of this news release and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of Comerica's management for future or past operations, products or services, and forecasts of the Company's revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries, estimates of credit quality trends and global stability. Such statements reflect the view of Comerica's management as of this date with respect to future events and are not guarantees of future performance, involve assumptions and are subject to substantial risks and uncertainties, such as the changes in Comerica's plans, objectives, expectations and intentions. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences are changes in interest rates, changes in the accounting treatment of any particular item, the results of regulatory examinations, changes in industries where Comerica has a concentration of loans, changes in the political, economic and regulatory stability in countries where Comerica operates, changes in the level of fee income, changes in general economic conditions and related credit and market conditions, and the impact of regulatory responses to any of the foregoing. Forward-looking statements speak only as of the date they are made. Comerica does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this news release or in any documents, Comerica claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. MEDIA CONTACTS: INVESTOR CONTACTS: Sharon R. McMurray Helen L. Arsenault (313) 222-4881 (313) 222-2840 Wayne J. Mielke Judith M. Chavis (313) 222-4732 (313) 222-6317
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