-----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, Me4dagXOv3kb7O6YQpafSKBkoN7+w/QYL1qAn7V1MVwJQPdoXkIuHuXSbPd7EQ+d 9qdvsu4n2veFB05/YqYJAQ== 0001067312-99-000084.txt : 19990330 0001067312-99-000084.hdr.sgml : 19990330 ACCESSION NUMBER: 0001067312-99-000084 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990329 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: 10-K SEC ACT: SEC FILE NUMBER: 001-10706 FILM NUMBER: 99575740 BUSINESS ADDRESS: STREET 1: 411 W LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48226-3509 BUSINESS PHONE: 3132229743 MAIL ADDRESS: STREET 1: 411 W LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48226-3509 FORMER COMPANY: FORMER CONFORMED NAME: DETROITBANK CORP DATE OF NAME CHANGE: 19850311 10-K 1 FORM 10-K FOR YEAR ENDING 12/31/98 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, FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998. Commission file number 1-10706 Comerica Incorporated Comerica Tower at Detroit Center 500 Woodward Avenue Detroit, Michigan 48226 1-800-521-1190 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 D Preferred Stock, no par value - - Preferred Stock Series E, $50.00 liquidation preference per share These securities are registered on the New York Stock Exchange. Securities registered pursuant to Section 12(g) of the Act: - - 9 3/4 percent Subordinated Notes due 1999 - - 7 1/4 percent Subordinated Notes due in 2007 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. 1 Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is contained in the definitive proxy statement incorporated by reference in Part III of this Form 10-K. At March 24, 1999, the registrant's common stock, $5 par value, held by nonaffiliates had an aggregate market value of $9,491,123,663 based on the closing price on the New York Stock Exchange on that date of $63.625 per share and 149,172,867 shares of common stock held by nonaffiliates. For purposes of this Form 10-K only, it has been assumed that all common shares Comerica's Trust Department holds for Comerica and Comerica's employee plans, and all common shares the registrant's directors and executive officers hold, are held by affiliates. At March 24, 1999, the registrant had outstanding 157,233,332 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, 1998. 2. Part III: Items 10-13--Proxy Statement for the Annual Meeting of Shareholders to be held May 21, 1999. 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. Based on assets as of December 31, 1998, it was the 24th largest bank holding company in the United States and the largest bank holding company headquartered in Michigan in terms of both total assets and total deposits. Comerica was formed in 1973 to acquire the outstanding common stock of Comerica Bank (formerly Comerica Bank-Detroit), one of Michigan's oldest banks ("Comerica Bank"). Since that time, Comerica has acquired financial institutions in California, Texas and Florida, and, in 1998 and 1997, Comerica formed Comerica Bank-Canada and Comerica Bank-Mexico, S.A., respectively. As of December 31, 1998, Comerica owned directly or indirectly all the outstanding common stock of seven banking and thirty-one non-banking subsidiaries. At December 31, 1998, Comerica had total assets of approximately $36.6 billion, total deposits of approximately $24.3 billion, total loans (net of unearned income) of approximately $30.6 billion and common shareholders' equity of approximately $2.8 billion. BUSINESS STRATEGY Comerica has strategically aligned its operations into three major lines of business: the Business Bank, the Individual Bank and the Investment Bank. The Business Bank is comprised of middle market lending, asset-based lending, large corporate banking and international financial services. 2 This line of business meets the needs of medium-size businesses, multinational corporations and governmental entities by offering various products and services, including commercial loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services and loan syndication services. The Individual Bank includes consumer lending, consumer deposit gathering, mortgage loan origination and servicing, small business banking (annual sales under $5 million) and private banking. This line of business offers a variety of consumer products, including deposit accounts, direct and indirect installment loans, credit cards, home equity lines of credit and residential mortgage loans. In addition, a full range of financial services is provided to small businesses and municipalities. Private lending and personal trust services are also provided to meet the personal financial needs of affluent individuals (as defined by individual net income or wealth). The Investment Bank is responsible for the sale of mutual fund and annuity products, as well as life, disability and long-term care insurance products. This line of business also offers institutional trust products, retirement services and provides investment management and advisory services, investment banking and discount securities brokerage services. The core businesses are tailored to each of Comerica's four primary geographic markets: Michigan, Texas, California and Florida. In addition to the three major lines of business, the Finance segment is also significant. The Finance segment includes Comerica's securities portfolio and asset and liability management activities. This segment is responsible for managing Comerica's funding, liquidity and capital needs, performing interest sensitivity gap and earnings simulation analysis and executing various strategies to manage Comerica's exposure to interest rate risk. Phase III of Direction 2000 In 1996, Comerica finalized the design of Direction 2000, the strategic effort to prepare the organization for the new millennium. Following Comerica's 1995 organization of its business units into the Business, Individual and Investment Banks, and the subsequent alignment and consolidation of back-office areas, Comerica in 1996 identified which business lines it believed were best managed on a local basis and a national basis, and realigned its support functions to optimally link them to business strategies and corporate objectives. In the third and final phase of this effort, Comerica employees systematically reviewed all functions of the organization. By the end of the first quarter of 1998, Comerica had fully implemented Phase III of Direction 2000. Comerica anticipates Phase III of Direction 2000 to reduce overhead costs by $85 million and increase revenues by $25 million on an annualized pre-tax basis. Comerica expects the full annual effect of the Phase III implementation to be realized in 1999. Several factors, however, such as an economic downturn, changes in monetary or governmental policies or changes in interest rates could cause the actual results to differ materially from these forward-looking projections. 3 Shareholder Value On January 15, 1998, the board of directors of Comerica declared a three-for-two split of Comerica's common stock, which Comerica effected in the form of a 50% stock dividend paid on April 1, 1998. The board of directors authorized the repurchase of up to 40.5 million shares of Comerica's common stock for general corporate purposes, acquisitions and employee benefit plans. At December 31, 1998, Comerica had repurchased 20.5 million shares under this program, reflecting its commitment to optimize its capital position and focus on shareholder value. The share repurchase activity is beneficial to shareholders who sell their shares by providing additional liquidity to the marketplace and allowing for the efficient redistribution of ownership. For shareholders who remain, the repurchase activity leverages ownership through a smaller base of common shares over which earnings are spread. 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 ("FRB") under the Bank Holding Company Act of 1956, as amended (the "Act"). Under the Act, the Corporation is prohibited from engaging in activities other than those of banking or of managing or controlling banks or 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 unless the activities engaged in by the Corporation or the company whose voting shares are acquired by the Corporation are activities which, generally, the FRB 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, National Association and Comerica Bank-Ann Arbor, National Association are chartered under federal law and subject to supervision and regulation by the Office of the Comptroller of the Currency ("OCC"). Comerica Bank-California is chartered by the State of California and is supervised and regulated by the California State Banking Department. Comerica Bank, Comerica Bank-Ann Arbor, National Association and Comerica Bank, National Association are members of the Federal Reserve System ("FRS"). State member banks are also regulated by the FRB and state non- member banks are also regulated by the Federal Deposit Insurance Corporation ("FDIC"). The deposits of all the foregoing banks are insured by the Bank Insurance Fund ("BIF") of the FDIC to the extent provided by law. Comerica Bank- Mexico, S.A. is chartered under the laws of Mexico and is supervised and regulated by the Ministry of Finance and Public Credit, the Bank of Mexico and the Mexican National Banking Commission. Comerica Bank-Canada is chartered under the laws of Ontario, Canada and is supervised and regulated by the Office of the Superintendent of Financial Institutions Canada and the Canada Deposit Insurance Corporation. The FRB supervises non-banking activities conducted by companies Comerica and Comerica Bank own and the OCC supervises non-banking activities conducted by companies owned by Comerica 4 Bank-Ann Arbor, National Association. In addition, Comerica's non-banking subsidiaries are subject to supervision and regulation by various state and federal agencies, including, but not limited to, the National Association of Securities Dealers, Inc. (in the case of Comerica Securities, Inc.) and the Department of Insurance of the State of Michigan (in the case of Comerica Insurance,Inc.). Set forth below are summaries of selected laws and regulations applicable to Comerica and its subsidiaries. The summaries are not complete and are qualified in their entirety by references to the particular statutes and regulations. A change in applicable law or regulation could have a material effect on the business of Comerica. Interstate Banking and Branching Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Act"), a bank holding company became able to acquire banks in states other than its home state, beginning September 29, 1995, without regard to the permissibility of such acquisition under state law, but subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, prior to and following the proposed acquisition, control no more than ten percent of the total amount of deposits of insured depository institutions in the United States and no more than thirty percent of such deposits in that state (or such amount as established by state law). The Interstate Act also authorizes banks to merge across state lines, thereby creating interstate branching. All of the states in which Comerica's banking subsidiaries are located allow interstate branching. Furthermore, under the Interstate Act, a bank is now able to open new branches in a state in which it does not already have banking operations if such state enacts a law permitting such de novo branching. Since the provision permitting interstate bank acquisitions became effective, Comerica has had enhanced opportunities to acquire banks in any state subject to approval by the appropriate federal and state regulatory agencies. Under the Interstate Act, Comerica has the opportunity to consolidate its affiliate banks to create one bank with branches in more than one state, or to establish branches in different states, subject to any state "opt-in" and "opt-out" provisions. Dividends Comerica is a legal entity separate and distinct from its banking and other subsidiaries. Most of Comerica's revenues result from dividends its bank subsidiaries pay it. 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. We discuss certain, but not all, of these requirements below. Each state bank subsidiary that is a member of the FRS and each national banking association is required by federal law to obtain the prior approval of the FRB or the OCC, 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 retained net income (as 5 defined and interpreted by regulation) for that year plus (ii) the retained net income (as defined and interpreted by regulation) for the preceding two years, less any required transfers to surplus. Further, federal regulatory agencies can prohibit a banking institution or bank holding company from engaging in unsafe and unsound business practices and could prohibit the payment of dividends if such payment could be deemed an unsafe and unsound banking practice. In addition, Comerica's state bank subsidiaries that are not members of the FRS are also subject to limitations under state law regarding the amount of earnings that may be paid out as dividends. At January 1, 1999, Comerica's subsidiary banks, without obtaining prior governmental approvals, could declare aggregate dividends of approximately $543 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, 1999 through the date of declaration. Comerica's subsidiary banks paid dividends of $442 million in 1998, $354 million in 1997 and $322 million in 1996. Source of Strength According to Federal Reserve Board Policy, bank holding companies are expected to act as a source of strength to each subsidiary bank and to commit resources to support each subsidiary bank. This support may be required at times when a bank holding company may not be able to provide such support. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, in the event of a loss suffered or anticipated by the FDIC (either as a result of the default of a banking or thrift subsidiary or related to FDIC assistance provided to a subsidiary in danger of default) one of the other banking subsidiaries may be assessed for the FDIC's loss, subject to certain exceptions. FDICIA FDICIA substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and made 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, among others, include a Tier 1 and total 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 certain circumstances, the appropriate banking agency may treat a well capitalized, adequately capitalized or undercapitalized 6 institution as if the institution were in the next lower capital category. As of December 31, 1998, each of the banking subsidiaries of Comerica were well capitalized under these regulations. 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 subject to limitations on growth and certain activities and are required to submit an acceptable 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 for a specific time period 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 or implement an acceptable plan, it is treated as if it is significantly undercapitalized. Significantly undercapitalized depository institutions are subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, restrictions on interest rates, deposits and asset growth and orders to improve management 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 in the future, (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 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's United States subsidiary banks are all well-capitalized and may accept brokered deposits without restriction. 7 FDIC Insurance Assessments Comerica's subsidiary banks are subject to FDIC deposit insurance assessments. On January 1, 1994, a 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 deposit insurance assessment schedule published by the FDIC for the assessment period commencing January 1, 1998, maintained the nine categories but provided for major reductions in the assessment rates for institutions insured by BIF. These reductions occurred because the balance in BIF has reached or surpassed the "designated reserve ratio" set by law for the balance in the fund to maintain with respect to BIF-insured deposits. The FDIC has continued these reduced assessment levels. Enforcement Powers of Federal Banking Agencies The FRB and other federal banking agencies have broad enforcement powers, including the power to terminate deposit insurance, impose substantial fines and other civil and criminal penalties and appoint a conservator or receiver. Failure to comply with applicable laws, regulations and supervisory agreements could subject Comerica or its banking subsidiaries, as well as officers and directors of these organizations, to administrative sanctions and potentially substantial civil penalties. 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, Nevada, Ohio and Texas, Comerica competes with other financial institutions for various types of loans. Through its Florida branches, Comerica competes with many companies, including financial institutions, for trust business. At year-end 1998, Comerica was the largest bank holding company headquartered 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, 1998, Comerica and its subsidiaries had 8,924 full-time and 1,815 part-time employees. 8 Item 2. Properties The executive offices of the Corporation are located in the Comerica Tower at Detroit Center, 500 Woodward Ave., Detroit, Michigan 48226. Comerica and its subsidiaries occupy 15 floors of the building, which is leased through Comerica Bank from an unaffiliated third party. This lease extends through January 2007. As of December 31, 1998, Comerica Bank operated 275 offices within the States of Michigan and Florida, of which 189 were owned and 86 were leased. Two other banking affiliates operate 95 offices in California and Texas. The affiliates own 40 of their offices and lease 55 offices. Banking affiliates also operate from leased spaces in Toledo, Ohio; Mexico City, Mexico; and Toronto, Ontario, Canada. 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 building in Auburn Hills, Michigan, used mainly for consumer lending functions. 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 3. Legal Proceedings The Corporation and its subsidiaries are parties to 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 with reasonable certainty, management, after consultation with legal counsel, believes that the litigation and claims, some of which are substantial, will not have a material adverse effect on the Corporation's consolidated financial position. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to shareholders in the fourth quarter of 1998. PART II 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 March 24, 1999, there were approximately 16,872 holders of the Corporation's common stock. The stock prices and dividend information contained in this table have been adjusted to give effect to the stock split effected in the form of a 50% stock dividend paid on April 1, 1998. Quarterly cash dividends were declared during 1998 and 1997, totaling $1.28 and $1.15 per common share per year, respectively. The following table sets forth, for the periods indicated, the high and 9 low sale prices per share of the Corporation's common stock as reported on the NYSE Composite Transactions Tape for all quarters of 1998 and 1997.
- -------------------------------------------------------------------------------------------------- Dividend Dividend* Quarter High Low Per Share Yield - -------------------------------------------------------------------------------------------------- 1998 Fourth $69.00 $46.50 $0.32 2.2% Third 71.94 51.00 0.32 2.1 Second 73.00 61.94 0.32 1.9 First 72.13 54.33 0.32 2.0 1997 Fourth $61.88 $50.17 $0.29 2.1% Third 53.25 45.04 0.29 2.4 Second 46.75 35.92 0.29 2.8 First 42.08 34.17 0.29 3.0
* 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. Item 6. Selected Financial Data The response to this item is included on page 23 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1998, which page is hereby incorporated by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The response to this item is included under the caption "Financial Review and Report" on pages 24 through 42 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1998, which pages are hereby incorporated by reference. Item 7A. Quantitative and Qualitative Disclosures About Market Risk The response to this item is included on pages 36 through 39 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1998, which pages are hereby incorporated by reference. Item 8. Financial Statements and Supplementary Data The response to this item is included on pages 43 through 73 of the Corporation's Annual Report to Shareholders for the year ended December 31, 1998, which pages are hereby incorporated by reference. 10 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 The response to this item will be included under the sections captioned "Election of Directors," "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" of the Corporation's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 1999, which sections are hereby incorporated by reference. Item 11. Executive Compensation The response to this item will be included under the sections captioned "Compensation of Directors" and "Compensation of Executive Officers" of the Corporation's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 1999, which sections are hereby incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The response to this item will be included under the sections captioned "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" of the Corporation's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 1999, which sections are hereby incorporated by reference. Item 13. Certain Relationships and Related Transactions The response to this item will be included under the sections captioned "Transactions of Directors and Executive Officers with the Corporation" and "Election of Directors - Information about Nominees and Incumbent Directors" of the Corporation's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 1999, which sections are hereby incorporated by reference. 11
Comerica Incorporated and Subsidiaries FORM 10-K CROSS-REFERENCE INDEX - -------------------------------------------------------------------------------------------------------------------------- Certain information required to be The following cross-reference index All other sections of the 1998 Annual included in this Form 10-K is shows the page location in the 1998 Report or the 1999 Proxy Statement included in the 1998 Annual Report Annual Report or the section of the are not required in this Form 10-K to Shareholders or in the 1999 Proxy 1999 Proxy Statement of only that and should not be considered a part Statement used in connection with information which is to be thereof. the 1999 annual meeting of share- incorporated by reference into this holders to be held on May 21, 1999. Form 10-K. - -------------------------------------------------------------------------------------------------------------------------- Page number of 1998 Annual Report or Section of 1999 Proxy Statement
PART I ITEM 1. Business....................................................................................Included herein ITEM 2. Properties..................................................................................Included herein ITEM 3. Legal Proceedings...........................................................................Included herein ITEM 4. Submission of Matters to a Vote of Security Holders -- no matters were voted upon by security holders in the fourth quarter of 1998. PART II ITEM 5. Market for Registrant's Common Equity and Related Security Holder Matters...................Included herein ITEM 6. Selected Financial Data..................................................................................23 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.................24-42 ITEM 8. Financial Statements and Supplementary Data: Comerica Incorporated and Subsidiaries Consolidated Balance Sheets..........................................................................43 Consolidated Statements of Income....................................................................44 Consolidated Statements of Changes in Shareholders' Equity...........................................45 Consolidated Statements of Cash Flows................................................................46 Notes to Consolidated Financial Statements...............................................................47 Report of Management.....................................................................................68 Report of Independent Auditors...........................................................................68 Statistical Disclosure by Bank Holding Companies: Analysis of Net Interest Income- Fully Taxable Equivalent................................................25 Rate-Volume Analysis - Fully Taxable Equivalent..........................................................26 Analysis of the Allowance for Credit Losses..............................................................28 Analysis of Investment Securities and Loans..............................................................31 Allocation of the Allowance for Credit Losses............................................................32 Loan Maturities and Interest Rate Sensitivity............................................................32 Mexican and Canadian Cross-Border Risk...................................................................32 Maturity Distribution of Domestic Certificates of Deposit of $100,000 and Over...........................33 Analysis of Investment Securities Portfolio - Fully Taxable Equivalent...................................35 Summary of Nonperforming Assets and Past Due Loans.......................................................35 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 of the Corporation and Section 16(a) Beneficial Ownership Reporting Compliance
12
ITEM 11 Executive Compensation........................................................Compensation of Directors and Compensation of Executive Officers ITEM 12 Security Ownership of Certain Beneficial Owners and Management...........................Security Ownership of Certain Beneficial Owners and Security Ownership of Management ITEM 13 Certain Relationships and Related Transactions................................Transactions of Directors and Executive Officers with the Corporation and Election of Directors- Information about Nominees and Incumbent Directors
PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as a part of this report: 1. Financial Statements: The financial statements that are filed as part of this report are listed under Item 8 in the Form 10-K Cross-Reference Index on page 12. 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 Rights Agreement between Comerica Incorporated and Comerica Bank*** 10.1+ Comerica Incorporated 1997 Long-Term Incentive Plan** 10.2+ Comerica Incorporated Management Incentive Plan, 1997** 10.3+ Comerica Incorporated Director Fee Deferral Plan** 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**** 13 10.9+ Form of Employment Agreement (Exec Off.)***** 10.10+ Form of Director Indemnification Agreement between Comerica Incorporated and its directors** 10.11+ Employment Continuation Agreement with Eugene A. Miller**** 10.12+ Severance Agreement with Michael T. Monahan ****** 10.12(a)+ Amendment to Severance Agreement with Michael T. Monahan ******* 10.13+ Supplemental Pension and Retiree Medical Agreement with Ralph W. Babb Jr.******** 10.14+ Employment Agreement with Ralph W. Babb Jr.******** 10.15+ Comerica Incorporated Deferred Compensation Plan, 1997 Amendment and Restatement** 10.17+ Form of Comerica Incorporated Senior Officer Severance Plan between registrant and listed officers, January 1, 1997** 11 Statement regarding Computation of Per Share Earnings********* 13 Registrant's 1998 Annual Report to Shareholders 21 Subsidiaries of Registrant 23 Consent of Ernst & Young LLP 27 1998 Financial Data Schedule (EDGAR version only) (b) No reports on Form 8-K were filed by the Corporation during the last quarter of 1998. ** Filed as the same exhibit number to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, and incorporated herein by reference. *** Incorporated by reference from a report filed by Registrant on Form 8-K dated June 18, 1996, regarding the Registrant's Rights Agreement with Comerica Bank. **** 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, 1997 -- Commission File Number 1-10706. ****** Incorporated by reference from Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 -- Commission File Number 1-10706. ******* Incorporated by reference from Registrant's Form 10-Q for the quarter ended September 30, 1998 -- Commission File Number 1- 1076. ******** Incorporated by reference from Registrant's Form 10-Q for the quarter ended June 30, 1998 -- Commission File Number 1-1076. *********Incorporated by reference from Note 11 on page 53 of Registrant's Annual Report to Shareholders attached hereto as Exhibit 13. + Management compensation plan. 14 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 26th day of March, 1999. COMERICA INCORPORATED /s/ Eugene A. Miller - ------------------------------------- Eugene A. Miller Chairman and Chief Executive Officer /s/ Ralph W. Babb Jr. - ------------------------------------- Ralph W. Babb Jr. Executive Vice President and Chief Financial Officer /s/ Marvin J. Elenbaas - ------------------------------------- Marvin J. Elenbaas 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 the 19th day of March, 1999. By Directors /s/ E. Paul Casey - ------------------------------------- E. Paul Casey /s/ James F. Cordes - ------------------------------------- James F. Cordes /s/ J. Philip DiNapoli - ------------------------------------- J. Philip DiNapoli /s/ Max M. Fisher - ------------------------------------- Max M. Fisher /s/ John D. Lewis - ------------------------------------- John D. Lewis 15 /s/ Wayne B. Lyon - ------------------------------------- Wayne B. Lyon /s/ Eugene A. Miller - ------------------------------------- Eugene A. Miller /s/ Michael T. Monahan - ------------------------------------- Michael T. Monahan /s/ Alfred A. Piergallini - ------------------------------------- Alfred A. Piergallini /s/ Howard F. Sims - ------------------------------------- Howard F. Sims /s/ Martin D. Walker - ------------------------------------- Martin D. Walker /s/ Patricia M. Wallington - ------------------------------------- Patricia M. Wallington /s/ Kenneth L. Way - ------------------------------------- Kenneth L. Way 16 Exhibit Index Exhibit No. Description - ----------- ----------- 3.2 Amended and restated bylaws of Comerica Incorporated 13 Registrant's 1998 Annual Report to Shareholders 21 Subsidiaries of Registrant 23 Consent of Ernst & Young LLP 27 1998 Financial Data Schedule (EDGAR version only) EX-3.2 2 AMENDED AND RESTATED BYLAWS OF COMERICA INC. EXHIBIT 3.2 As amended and restated on March 19, 1999 AMENDED AND RESTATED BYLAWS OF COMERICA INCORPORATED ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS SECTION 1. PLACE OF MEETING. All meetings of the shareholders of this Corporation shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of shareholders shall be held on the third Friday of May, if not a legal holiday, and if a legal holiday then the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At said meeting, shareholders shall elect by a plurality vote the Directors to be elected at such meeting, and shall transact such other business as may properly be brought before the meeting. SECTION 3. NOTICE OF MEETING OF SHAREHOLDERS. Written notice of every meeting of shareholders stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. SECTION 4. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. SECTION 5. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board of Directors or, during the absence or disability of the Chairman or while that office is vacant, by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders owning, in the aggregate, at least seventy-five percent (75%) in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote at such special meeting. Such request shall state the purpose or purposes of the proposed meeting. SECTION 6. QUORUM OF SHAREHOLDERS. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. SECTION 7. REQUIRED VOTE. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by statute or by the Certificate of Incorporation. SECTION 8. VOTING. Unless otherwise provided in the Certificate of Incorporation or in a certificate filed pursuant to Section 151(g) of the General Corporation Law of Delaware, as amended, each shareholder shall at every meeting of the shareholders be entitled to one vote, in person or by proxy, for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period. SECTION 9. NATURE OF BUSINESS. At any meeting of shareholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors or by any shareholder who complies with the procedures set forth in this Section 9. No business may be transacted at any meeting of shareholders, other than business that is either: (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof); (b) otherwise properly brought before such meeting of shareholders by or at the direction of the Board of Directors (or any duly authorized committee thereof); or (c) in the case of an annual meeting of shareholders, otherwise properly brought before such meeting by any shareholder (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 9 and on the record date for the determination of shareholders entitled to vote at such annual meeting of shareholders; and (ii) who complies with the notice procedures set forth in this Section 9. In addition to any other applicable requirements, such as the requirements set forth in Article III, Section 12 of the Corporation's Bylaws regarding director candidate nominations, for business to be properly brought before an annual meeting of shareholders by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a shareholder's notice to the Secretary of the Corporation must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the immediately preceding year's annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting of shareholders is more than thirty (30) days before or more than sixty 60 days after such anniversary date, notice by the shareholder in order to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting of shareholders was first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. For purpose of this Section 9, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Notwithstanding anything in the second sentence of the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 100 days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary or mailed and received at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. To be in proper written form, a shareholder's notice to the Secretary of the Corporation must set forth as to each matter such shareholder proposes to bring before the annual meeting of shareholders: (i) a brief description of the business desired to be brought before the annual meeting of shareholders and the reasons for conducting such business at the annual meeting of shareholders; (ii) the name and address of such shareholder and beneficial owner, if any, as they appear on the Corporation's books; (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred); (iv) as of the date of such notice, a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business; (v) any other information which would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for the proposal pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder if such shareholder were engaged in such a solicitation; and (vi) a representation that such shareholder intends to appear in person or by proxy at the annual meeting of shareholders to bring such business before the meeting. No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting of shareholders in accordance with the procedures set forth in this Section 9, provided however, that once business has been properly brought before the annual meeting of shareholders in accordance with such procedures, nothing in this Section 9 shall be deemed to preclude discussion by any shareholder of any such business. If the Chairman of an annual meeting of shareholders determines that business was not properly brought before the annual meeting of shareholders in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted. When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which case notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting as originally notified. ARTICLE III DIRECTORS SECTION 1. POWERS. The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. SECTION 2. LOCATION OF MEETINGS. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. SECTION 3. ORGANIZATION MEETING OF BOARD. The first meeting of each newly elected Board of Directors shall be held at the place of holding the annual meeting of shareholders, and immediately following the same, for the purpose of electing officers and transacting any other business properly brought before it, provided that the organization meeting in any year may be held at a different time and place than that herein provided by a consent of a majority of the Directors of such new Board. No notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present, unless said meeting is not held at the place of holding and immediately following the annual meeting of shareholders. SECTION 4. REGULAR MEETINGS OF BOARD. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. SECTION 5. SPECIAL MEETINGS OF BOARD. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or, during the absence or disability of the Chairman or while that office is vacant by the President on one (1) day's notice to each director; and special meetings shall be called by the President or Secretary on like notice on the written request of five or more Directors. SECTION 6. QUORUM AND REQUIRED VOTE. At all meetings of the Board of Directors a majority of the total number of Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. SECTION 7. CONSENT OF DIRECTORS IN LIEU OF MEETING. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken without a meeting if all members of the Board or Committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or Committee. SECTION 8. COMMITTEES OF DIRECTORS. (a) General Authority. The Board of Directors may, to the fullest extent permitted by Section 141(c)(2) of the Delaware General Corporation Law as the same may be hereinafter amended from time to time, designate one or more Committees, each Committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any Committee, who may replace any absent or disqualified member at any meeting of the Committee. In the absence or disqualification of a member of a Committee, the member or members present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such Committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such Committee shall have the power or authority in reference to the following matters (except as permitted by Delaware General Corporation Law as the same may be hereinafter amended from time to time): (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required to be submitted to stockholders for approval; or (ii) adopting, amending or repealing any Bylaw of the Corporation. (b) Directors Committee. The Board of Directors may establish a Directors Committee of the Board of Directors. The Directors Committee may: (i) nominate candidates for election as Directors of the Corporation at any meeting of shareholders called for election of Directors (an "Election Meeting"); (ii) nominate candidates to fill any vacancies on the Board of Directors which may exist from time to time; and (iii) have such other powers and authority as the Board of Directors may delegate to it from time to time. SECTION 9. COMMITTEE MINUTES. Each Committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. SECTION 10. COMPENSATION OF DIRECTORS. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending Committee meetings. SECTION 11. PARTICIPATION IN MEETING BY TELEPHONE OR OTHER ELECTRONIC MEDIA. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors or any Committee designated by the Board of Directors may participate in a meeting of the Board of Directors or Committee by means of conference telephone, internet conferencing or similar communications equipment by means of which all persons participating in the meeting can hear or otherwise communicate with each other, and such participation in a meeting shall constitute presence in person at such meeting. SECTION 12. NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors, shall be made: (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof, including the Directors' Committee); or (b) by any shareholder of the Corporation: (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 12 and on the record date for the determination of shareholders entitled to vote at such meeting; and (ii) who complies with the notice procedures set forth in this Section 12. In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a shareholder's notice to the Secretary of the Corporation must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting of shareholders, not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the immediately preceding year's annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting of shareholders is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the shareholder in order to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting of shareholders was first made; and (b) in the case of a special meeting of shareholders called for the purpose of electing directors, not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above. For purpose of this Section 12, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. To be in proper written form, a shareholder's notice to the Secretary of the Corporation must set forth: (a) as to each person whom the shareholder proposes to nominate for election as a director: (i) the name, age, business address and residence address of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the shareholder giving the notice: (i) the name and address of such shareholder and beneficial owner, if any, as they appear on the Corporation's books; (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nominations are to be made by such shareholder; (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by the written consent to such nomination of each person proposed as a nominee and such person's written consent to serve as a director if elected. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 12. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. ARTICLE IV NOTICES SECTION 1. NOTICE. Whenever any notice is required to be given to any director or shareholder under any provision of statute or of the Certificate of Incorporation or of these Bylaws, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Directors may also be given orally in person or by electronic mail to the electronic mail address, if any, provided by such director, telegram, telex, radiogram or cablegram, and such notice shall be deemed to be given when the recipient receives the notice personally, by telephone or internet or when the notice, addressed as provided above, has been delivered to the company, or to the equipment transmitting such notice. SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be given under any provision of statute or of the Certificate of Incorporation or of these Bylaws, a written waiver thereof, signed (manually or electronically by electronic mail) by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, Directors, or members of a Committee of Directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these Bylaws. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE V OFFICERS SECTION 1. SELECTION. The Board of Directors may appoint such officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The officers so appointed may include a Chairman of the Board, President, one or more Vice Chairmen, one or more Vice Presidents (including Executive, Senior, First, regular and Assistant Vice Presidents), a Secretary and a Treasurer, and one or more lesser officers as may be deemed appropriate. The Chief Executive Officer also may appoint officers of the level of Senior Vice President and below as he shall deem necessary, at any time, which officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board or the Chief Executive Officer. Any number of offices may be held by the same person, unless the Certificate of Incorporation otherwise provides. SECTION 2. COMPENSATION. The salaries of all executive officers of the Corporation shall be fixed by the Board of Directors. SECTION 3. TERM, REMOVAL AND VACANCIES. Each officer of the Corporation shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal from office. Any officer elected or appointed by the Board of Directors may be removed from office at any time by the affirmative vote of a majority of the Board of Directors. Any officer also may be removed from office at any time by the Chief Executive Officer. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors or by the Chief Executive Officer. SECTION 4. CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER. (a) Chief Executive Officer. At the first meeting of each newly- elected Board of Directors, the Board shall designate the Chairman of the Board or President as the chief executive officer of the Corporation; provided, however, that if a motion is not made and carried to change the designation, the designation shall be same as the designation for the preceding year; provided, further, that the designation of the chief executive officer may be changed at any regular or special meeting of the Board of Directors. The chief executive officer shall be responsible to the Board of Directors for the general supervision and management of the business and affairs of the Corporation. The Chairman of the Board or President who is not the chief executive officer shall be subject to the authority of the chief executive officer, but shall exercise all of the powers and discharge all of the duties of the chief executive officer, during the absence or disability of the chief executive officer. (b) Chief Operating Officer. At any meeting of the Board of Directors, the Board may designate a chief operating officer of the Corporation. The chief operating officer shall perform such duties as may be delegated to him or her by the Board of Directors, the Executive Committee of the Board or the Chairman of the Board. SECTION 5. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors shall be selected by, and from among the membership of, the Board of Directors. He or she shall preside at all meetings of the shareholders and of the Board of Directors. He or she shall perform such other duties and functions as shall be assigned to him or her from time to time by the Board of Directors. He or she shall be, ex officio, a member of all standing committees except the Select Compensation Committee and the Audit and Legal Committee. Except where by law the signature of the President of this Corporation is required, the Chairman of the Board of Directors shall possess the same power and authority as the President to sign all certificates, contracts, instruments, papers and documents of every conceivable kind and character whatsoever, in the name of and on behalf of this Corporation, which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all of the powers and discharge all of the duties of the President. SECTION 6. PRESIDENT. The President shall be selected by, and from among the membership of, the Board of Directors. During the absence or disability of the Chairman of the Board of Directors, or while such office is vacant, the President shall perform all duties and functions, and while so acting shall have all of the powers and authority, of the Chairman of the Board of Directors. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. The President shall be, ex officio, a member of all standing committees except the Select Compensation Committee and the Audit and Legal Committee. SECTION 7. VICE CHAIRMEN. One or more Vice Chairmen may be chosen from the membership of the Board. Unless the Board of Directors shall otherwise provide by resolution duly adopted by it, such of the Vice Chairmen who are members of the Board of Directors in the order specified by the Board of Directors shall perform the duties and exercise the powers of the President during the absence or disability of the President. The Vice Chairmen shall perform such other duties as may be delegated to them by the Board of Directors, any executive committee, or the President. SECTION 8. SECRETARY. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all the proceedings thereof in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, all notices required by statute, Bylaw or resolution, and shall perform such other duties as may be prescribed by the Board of Directors or President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary and Assistant Secretaries shall have authority to affix the same to any instrument when its use is required or appropriate. SECTION 9. ASSISTANT SECRETARIES. The Assistant Secretary or Assistant Secretaries shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. SECTION 10. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall deliver to the Corporation, and shall keep in force, a bond, in such form, amount, and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. SECTION 11. ASSISTANT TREASURERS. The Assistant Treasurer or Assistant Treasurers shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. SECTION 12. INDEMNIFICATION AND INSURANCE. (a) To the fullest extent permitted by applicable law and regulation, as presently existing or hereafter amended, the Corporation shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he or she is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Any person who is or was an agent of the Corporation may be indemnified to the same extent as provided above. In addition, in the event any such action, suit or proceeding is threatened or instituted against a spouse to whom a director or officer is legally married at the time the director or officer is covered under the indemnification provided herein, which action, suit or proceeding arises solely out of his or her status as the spouse of a director or officer, including, without limitation, an action, suit or proceeding that seeks damages recoverable from marital community property of the director or officer and his or her spouse, property owned jointly by them or property purported to have been transferred from the director or officer to his or her spouse, then the spouse of the director or officer shall be indemnified to the same extent as provided above. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, raise any inference that he or she had reasonable cause to believe that his or her conduct was unlawful. (b) To the fullest extent permitted by applicable law and regulation, as presently existing or hereafter amended, the Corporation shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he or she is or was a director or officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Any person who is or was an agent of the Corporation may be indemnified to the same extent as provided above. In addition, in the event any such action or suit is threatened or instituted against a spouse to whom a director or officer is legally married at the time the director or officer is covered under the indemnification provided herein, which action or suit arises solely out of his or her status as the spouse of a director or officer, including, without limitation, an action or suit that seeks damages recoverable from marital community property of the director or officer and his or her spouse, property owned jointly by them or property purported to have been transferred from the director or officer to his or her spouse, then the spouse of the director or officer shall be indemnified to the same extent as provided above. (c) To the extent that a present or former director, officer, spouse of the director or officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under subsections (a) and (b) of this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, spouse of the director or officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section. Such determination shall be made with respect to a person who is a director or officer or the spouse of a director or officer at the time of the determination (i) by a majority vote of Directors who were not parties to the action, suit or proceeding, even if they constitute less than a quorum, (ii) by a committee of such disinterested directors designated by a majority vote of such directors, even if they constitute less than a quorum, (iii) if there are no such disinterested directors, or if a majority of such disinterested directors so directs, in a written opinion by independent legal counsel chosen by the entire Board of Directors, subject to the reasonable satisfaction of the party seeking indemnification, or (iv) by the shareholders. Such determination may be made with respect to any other person seeking indemnification under subsections (a) and (b) of this Section by the Corporation's Chairman, President, Vice Chairman or General Counsel, or by their designees. (e) Expenses (including attorney's fees) incurred by an officer, director or spouse of an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer or spouse to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by former directors or officers, their spouses or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. (g) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, spouse of a director or officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Section. (h) For the purposes of this Section, references to "the Corporation" include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, spouses of directors or officers, and employees or agents, so that any person who is or was a director, officer, spouse of a director or officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent, and with respect to any spouse of a director or officer, shall continue following the time the director or officer spouse ceases to be a director or officer even if the marriage of the individuals terminates prior to the end of the period of coverage, and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery shall have exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this Section or under any agreement, vote of shareholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine the Corporation's obligation to advance expenses (including attorneys' fees). SECTION 13. OFFICER APPOINTED PURSUANT TO MERGER AGREEMENT. During the period in which the Employment Agreement, entered into as of February 20, 1992, between the Corporation and Mr. Eugene A. Miller (the "Employment Agreement") is in effect, any modification, amendment or failure to honor the terms of the Employment Agreement shall require the affirmative vote of 75% of the members of the entire Board of Directors. ARTICLE VI STOCK AND TRANSFERS SECTION 1. CERTIFICATES OF STOCK. Shares of the Corporation's stock may be certificated or uncertificated, as provided under Delaware law at any time. All holdings of shares of stock of the Corporation shall be numbered and shall be entered into the books of the Corporation as they are issued. All certificated shares of stock shall exhibit the holder's name and number of shares and shall be signed by, or in the name of the Corporation by, the Chairman or a Vice Chairman of the Board of Directors, or the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation may issue to represent such class or series of stock or, in the case of uncertificated shares, contained in the notice sent pursuant to Delaware law, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation may issue to represent such class or series of stock or, in the case of uncertificated shares, contained in the notice sent pursuant to Delaware law, a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Any of or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. SECTION 2. LOST CERTIFICATES. The Board of Directors may direct a new certificate to be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing the issuance of a new certificate the Board of Directors may, in its discretion and as a condition present to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against it with respect to the certificate alleged to have been lost, stolen or destroyed. SECTION 3. TRANSFERS OF STOCK. The Corporation shall make transfers of stock on the Corporation's books only by the record holder of such stock or by his or her duly authorized agent or attorney-in-fact, and, in the case of stock represented by a certificate, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer. SECTION 4. FIXING RECORD DATE. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 5. REGISTERED SHAREHOLDERS. The Corporation shall have the right to treat the person registered on its books as the owner of shares as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS SECTION 1. DIVIDENDS. The Board of Directors, subject to any restrictions contained in its Certificate of Incorporation, may declare and pay any dividends upon the shares of its capital stock either (a) out of surplus as defined in and computed in accordance with the provisions of the governing statute, or (b) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock, subject to the provisions of the statute and of the Certificate of Incorporation. SECTION 2. RESERVES. The Board of Directors shall have power and authority to set apart, out of any funds available for dividends, such reserve or reserves, for any proper purpose, as the Board in its discretion shall approve, and the Board shall have the power and authority to abolish any reserve created by the Board. SECTION 3. VOTING SECURITIES. Unless otherwise directed by the Board, the Chairman of the Board or President, or, in the case of their absence or inability to act, the Vice Presidents, in order of their seniority, shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or to execute in the name or on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend and vote at any meetings of security holders of Corporations in which the Corporation may hold securities, and at such meetings he or his duly authorized agent or attorney-in-fact shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board by resolution from time to time may confer like power upon any other person or persons. SECTION 4. CHECKS. All checks, drafts and orders for the payment of money shall be signed in the name of the Corporation in such manner and by such officer or officers or such other person or persons as the Board of Directors shall from time to time designate for that purpose. SECTION 5. CONTRACTS, CONVEYANCES, ETC. When the execution of any contract, conveyance or other instruments has been authorized without specification of the executing officers, the Chairman of the Board, President or any Vice President, and the Secretary or Assistant Secretary, may execute the same in the name and on behalf of this Corporation and may affix the corporate seal thereto. The Board of Directors shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this Corporation. SECTION 6. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. SECTION 7. SEAL. The corporate seal shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. SECTION 8. MICHIGAN CONTROL SHARE STATUTE. Pursuant to Section 794 of the Michigan Business Corporation Act ("MBCA"), Chapter 7B of the MBCA shall not apply to the Corporation or control share acquisitions (as such term is defined in Section 791 of the MBCA) of the shares of the Corporation's capital stock. ARTICLE VIII AMENDMENTS SECTION 1. AMENDMENT BY REGULAR VOTE. These bylaws may be altered, amended or repealed or new Bylaws may be adopted by the shareholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the shareholders or of the Board of Directors or at any special meeting of the shareholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. SECTION 2. AMENDMENT BY 75% VOTE. The affirmative vote of 75% of the total Board of Directors is required to alter, amend, repeal, add to or otherwise change the effects of Article III, Section 8(b); Article V, Section 13; or this Article VIII, Section 2 of the Corporation's Bylaws. EX-13 3 REGISTRANT'S 1998 ANNUAL REPORT TO SHAREHOLDERS EXHIBIT 13 Financial Review and Reports 22 1998 Financial Highlights 24 Earnings Performance 24 Strategic Lines of Business 30 Balance Sheet and Capital Funds Analysis 31 Risk Management 34 Consolidated Financial Statements 43 Notes to Consolidated Financial Statements 47 Report of Management 68 Report of Independent Auditors 68 Historical Review 69 FINANCIAL HIGHLIGHTS
Year Ended December 31 Change (dollar amounts in millions, except per share data) 1998 1997 Amount Percent - -------------------------------------------------------------------------------------------------------------------------- INCOME STATEMENT Net interest income $ 1,461 $ 1,443 $ 18 1% Net income 607 530 77 14 Basic net income per common share 3.79 3.24 .55 17 Diluted net income per common share 3.72 3.19 .53 17 Cash dividends per common share 1.28 1.15 .13 11 Book value per common share 17.94 16.02 1.92 12 Market value per share 68.19 60.17 8.02 13 RATIOS Return on average common shareholders' equity 22.54% 21.32% Return on average assets 1.74 1.52 Average common shareholders' equity as a percentage of average assets 7.48 6.91 BALANCE SHEET (AT DECEMBER 31) Total assets $36,601 $36,292 $ 309 1% Total earning assets 33,427 33,104 323 1 Loans 30,605 28,895 1,710 6 Deposits 24,313 22,586 1,727 8 Common shareholders' equity 2,797 2,512 285 11 ==========================================================================================================================
Diluted Net Income Per Common Share [Graph Appears Here] (in dollars) ------------------- 1994 $2.19 1995 2.37 1996 2.38 ($2.72 Excluding restructuring charge) 1997 3.19 1998 3.72 Net Income (in millions) [Graph Appears Here] --------------- 1994 $387 1995 413 1996 417 ($477 Excluding restructuring charge) 1997 530 1998 607
Table 1: Selected Financial Data Year Ended December 31 (dollar amounts in millions, except per share data) 1998 1997 1996 1995 1994 - ----------------------------------------------------------------------------------------------------------------------------------- EARNINGS SUMMARY Total interest income $ 2,617 $ 2,648 $ 2,563 $ 2,614 $ 2,092 Net interest income 1,461 1,443 1,412 1,300 1,230 Provision for credit losses 113 146 114 87 56 Securities gains 6 5 14 12 3 Noninterest income (excluding securities gains) 597 523 493 487 447 Restructuring charge (7) -- 90 -- 7 Noninterest expenses (excluding restructuring charge) 1,027 1,008 1,069 1,086 1,035 Net income 607 530 417 413 387 PER SHARE OF COMMON STOCK Basic net income $ 3.79 $ 3.24 $ 2.41 $ 2.38 $ 2.20 Diluted net income 3.72 3.19 2.38 2.37 2.19 Cash dividends declared 1.28 1.15 1.01 0.91 0.83 Common shareholders' equity 17.94 16.02 14.70 15.17 13.64 Market value 68.19 60.17 34.92 26.67 16.25 YEAR-END BALANCES Total assets $36,601 $ 36,292 $34,206 $35,470 $ 33,430 Total earning assets 33,427 33,104 31,110 32,051 30,606 Total loans 30,605 28,895 26,207 24,442 22,209 Total deposits 24,313 22,586 22,367 23,167 22,432 Total borrowings 8,862 10,479 8,731 9,319 8,303 Medium- and long-term debt 5,282 7,286 4,242 4,644 4,098 Common shareholders' equity 2,797 2,512 2,366 2,608 2,392 DAILY AVERAGE BALANCES Total assets $34,987 $ 34,869 $34,195 $34,129 $ 31,451 Total earning assets 32,113 32,025 31,370 31,537 29,038 Total loans 28,599 27,209 25,352 23,561 20,211 Total deposits 22,253 21,946 22,258 21,655 21,325 Total borrowings 9,452 9,798 8,850 9,639 7,527 Medium- and long-term debt 6,032 5,980 4,745 4,510 2,708 Common shareholders' equity 2,617 2,408 2,554 2,511 2,313 RATIOS Return on average assets 1.74% 1.52% 1.22% 1.21% 1.23% Return on average common shareholders' equity 22.54 21.32 15.98 16.46 16.74 Efficiency ratio 49.39 51.04 60.36 60.09 61.28 Dividend payout ratio 34 36 42 38 38 Common shareholders' equity as a percent of average assets 7.48 6.91 7.47 7.36 7.35 =================================================================================================================================
1998 Financial Highlights Focused on Performance . Earned 22.54 percent on average common shareholders' equity, compared to 21.32 percent in 1997. . Returned 1.74 percent on average assets, compared to 1.52 percent in 1997. Reported Record Earnings . Reported net income of $607 million, or $3.72 per share, compared with $530 million, or $3.19 per share in 1997. Sustained Growth . Averaged $35 billion in total assets in both 1998 and 1997 (increased 6 percent excluding the sale of $2.0 billion of consumer assets). . Reached $25 billion in average business loans, a 17 percent increase. . Averaged $22 billion in total deposits in both 1998 and 1997. . Increased average shareholders' equity to $2.9 billion. Enhanced Shareholders' Return . Raised the quarterly cash dividend 12 percent to $0.32 per share. . Declared annual cash dividends of $1.28 per share. . Repurchased 2.3 million shares in 1998. Implemented Key Strategies . Divested the mortgage servicing business and $2.0 billion of indirect consumer loans and non-relationship credit card receivables and recorded an $11 million pre-tax gain. . Invested technology in targeted strategic businesses. . Upgraded and/or remediated most major systems as part of a plan to achieve year 2000 readiness. . Opened a Canadian commercial banking subsidiary, Comerica Bank-Canada. Return on Average Assets (in percentages) [Graph Appears Here] Excluding Industry Avg. Restructuring (Based on 50 Largest U.S. Comerica Charge Bank Holding Companies) -------- ------------- ------------------------- 1994 1.23 1.11 1995 1.21 1.12 1996 1.22 1.40 1.26 1997 1.52 1.31 1998 1.74 1.22 Earnings Performance Net Interest Income Net interest income, on a fully taxable equivalent (FTE) basis, is the difference between interest earned on assets, including certain yield related fees, and interest paid on liabilities. Adjustments are made to the yields on tax-exempt assets in order to present tax-exempt income and fully taxable income on a comparable basis. Net interest income (FTE) comprised 71 percent of net revenues in 1998, compared to 73 percent in 1997 and 74 percent in 1996. The sale of $2.0 billion of indirect consumer loans and non-relationship credit card receivables in the second quarter affected net interest income and the net interest margin for 1998. Net Interest Income [Graph Appears Here] Net Interest Income Net Interest Margin (FTE)(In Millions) (FTE) (Percent of Earnings Assets) ------------------- --------------------------------- 1994 1,254 4.32 1995 1,321 4.19 1996 1,427 4.54 1997 1,452 4.53 1998 1,468 4.57
Table 2: Analysis of Net Interest Income-Fully Taxable Equivalent 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------------------------------ Average Average Average Average Average Average (dollar amounts in millions) Balance Interest Rate Balance Interest Rate Balance Interest Rate - ------------------------------------------------------------------------------------------------------------------------------------ Commercial loans $ 16,973 $ 1,365 8.04% $14,234 $ 1,174 8.25% $12,686 $1,041 8.21% International loans 2,342 187 7.97 1,953 138 7.07 1,541 102 6.64 Real estate construction loans 989 91 9.24 866 81 9.38 707 65 9.22 Commercial mortgage loans 3,819 334 8.74 3,547 322 9.08 3,483 324 9.29 Residential mortgage loans 1,325 102 7.69 1,676 133 7.90 1,960 153 7.83 Consumer loans 2,575 263 10.20 4,486 440 9.81 4,624 457 9.88 Lease financing 576 44 7.65 447 33 7.48 351 24 6.82 - ------------------------------------------------------------------------------------------------------------------------------------ Total loans (1) 28,599 2,386 8.34 27,209 2,321 8.53 25,352 2,166 8.54 Taxable securities 3,232 217 6.72 4,490 309 6.84 5,528 371 6.63 Securities exempt from federal income taxes 139 12 9.16 197 18 9.32 295 28 9.96 - ------------------------------------------------------------------------------------------------------------------------------------ Total investment securities 3,371 229 6.81 4,687 327 6.94 5,823 399 6.79 Short-term investments 143 9 6.25 129 9 6.59 195 13 6.23 - ------------------------------------------------------------------------------------------------------------------------------------ Total earning assets 32,113 2,624 8.17 32,025 2,657 8.29 31,370 2,578 8.20 Cash and due from banks 1,622 1,686 1,576 Allowance for credit losses (440) (402) (361) Accrued income and other assets 1,692 1,560 1,610 - ---------------------------------------- ------ ------- Total assets $ 34,987 $ 34,869 $ 34,195 ======================================== ====== ======= Money market and NOW accounts $ 7,346 231 3.15 $ 6,926 232 3.35 $ 6,913 231 3.33 Savings deposits 1,584 28 1.79 1,701 34 2.02 2,026 44 2.18 Certicates of deposit 6,521 345 5.29 6,699 361 5.39 6,887 365 5.30 Foreign office deposits (2) 651 44 6.71 805 46 5.68 843 46 5.46 - ------------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing deposits 16,102 648 4.02 16,131 673 4.17 16,669 686 4.11 Federal funds purchased and securities sold under agreements to repurchase 2,510 137 5.44 2,017 111 5.49 2,106 112 5.31 Other borrowed funds 910 49 5.40 1,801 98 5.45 1,999 107 5.36 Medium- and long-term debt 6,032 368 6.10 5,980 374 6.26 4,745 295 6.22 Other (3) -- (46) -- -- (51) -- -- (49) -- - ------------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing sources 25,554 1,156 4.52 25,929 1,205 4.65 25,519 1,151 4.51 Noninterest-bearing deposits 6,151 5,815 5,589 Accrued expenses and other liabilities 415 467 400 Preferred stock 250 250 133 Common shareholders' equity 2,617 2,408 2,554 - ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities and shareholders' equity $ 34,987 $ 34,869 $ 34,195 ======================================== ====== ======= Net interest income/rate spread (FTE) $ 1,468 3.65 $ 1,452 3.64 $1,427 3.69 ======= ======= ====== FTE adjustment (4) $ 7 $ 9 $ 15 ======= ======= ====== Impact of net noninterest-bearing sources of funds 0.92 0.89 0.85 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest margin (as a percent of average earning assets) (FTE) 4.57% 4.53% 4.54% ====================================================================================================================================
(1) Nonaccrual loans are included in average balances reported and are used to calculate rates. (2) Includes substantially all deposits by foreign depositors; deposits are primarily in excess of $100,000. (3) Net interest rate swap income. If swap income were allocated, average rates on total loans would have been 8.40% in 1998, 8.63% in 1997 and 8.66% in 1996; average rates on medium- and long-term debt would have been 5.77% in 1998, 5.85% in 1997 and 5.80% in 1996. (4) The FTE adjustment is computed using a federal income tax rate of 35%. Table 3: Rate-Volume Analysis-Fully Taxable Equivalent
1998 / 1997 1997 / 1996 - ------------------------------------------------------------------------------------------------------------------------------------ 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) - ------------------------------------------------------------------------------------------------------------------------------------ Interest income (FTE) Commercial loans $ (29) $ 220 $ 191 $ 5 $ 128 $ 133 International loans 17 32 49 7 29 36 Real estate construction loans (1) 11 10 1 15 16 Commercial mortgage loans (12) 24 12 (7) 5 (2) Residential mortgage loans (4) (27) (31) 2 (22) (20) Consumer loans 18 (195) (177) (3) (14) (17) Lease Financing 1 10 11 2 7 9 - ------------------------------------------------------------------------------------------------------------------------------------ Total loans (10) 75 65 7 148 155 Taxable securities (7) (85) (92) 10 (72) (62) Securities exempt from federal income taxes (1) (5) (6) (1) (9) (10) - ------------------------------------------------------------------------------------------------------------------------------------ Total investment securities (8) (90) (98) 9 (81) (72) Short-term investments -- -- -- 1 (5) (4) - ------------------------------------------------------------------------------------------------------------------------------------ Total interest income (FTE) (18) (15) (33) 17 62 79 Interest expense Money market and NOW accounts (14) 13 (1) 1 -- 1 Savings deposits (4) (2) (6) (3) (7) (10) Certicates of deposit (6) (10) (16) 6 (10) (4) Foreign office deposits 8 (10) (2) 2 (2) -- - ------------------------------------------------------------------------------------------------------------------------------------ Total interest-bearing deposits (16) (9) (25) 6 (19) (13) Federal funds purchased and securities sold under agreements to repurchase (1) 27 26 4 (5) (1) Other borrowed funds (1) (48) (49) 2 (11) (9) Medium- and long-term debt (9) 3 (6) 2 77 79 Other (1) 5 -- 5 (2) -- (2) - ------------------------------------------------------------------------------------------------------------------------------------ Total interest expense (22) (27) (49) 12 42 54 - ------------------------------------------------------------------------------------------------------------------------------------ Net interest income (FTE) $ 4 $ 12 $ 16 $ 5 $ 20 $ 25 ====================================================================================================================================
*Rate/volume variances are allocated to variances due to volume. (1) Net interest rate swap income. Net interest income (FTE) rose 1 percent to $1,468 million in 1998. This increase was primarily due to a 5 percent increase in average total loans. A significant increase of 19 percent in average commercial loans was offset by the consumer loan divestitures cited previously and sales and runoff of investment securities. The net interest margin for 1998 increased slightly to 4.57 percent from 4.53 percent last year. The increase in the net interest margin was primarily due to an increase in the level of noninterest-bearing sources of funds, the consumer loan divestitures and a reduced emphasis on investment securities in the mix of earning assets. Comerica (the "Corporation") applied various asset and liability management strategies in 1998 to minimize exposure to net interest margin risk. Net interest margin risk represents the potential reduction in net interest income that may result from rate spread compression between, for example, prime and market rates or core deposit and money market rates. Such strategies included permitting investment securities to run off in order to facilitate growth in higher yielding loans. Off-balance sheet interest rate swap contracts entered into in 1998 effectively fixed the yields on certain variable rate loans and altered the interest rate characteristics of debt issued throughout the year. Refer to the Interest Rate Risk discussion on page 36 of this financial review for additional information regarding the Corporation's asset and liability management policies. In 1997, net interest income (FTE) increased 2 percent over 1996, benefiting from strong growth in average earning assets, primarily commercial loans. The net interest margin for 1997 declined 1 basis point from 1996, principally due to higher funding costs from a greater reliance on purchased funds in the mix of interest-bearing liabilities. This was offset by a favorable shift in earning assets to higher spread loans funded by the sales and runoff of lower yielding investment securities. Provision and Allowance for Credit Losses The provision for credit losses reflects management's evaluation of the adequacy of the allowance for credit losses. The allowance for credit losses represents management's assessment of possible losses inherent in the Corporation's on- and off-balance sheet credit portfolio. The amount attributable to the off-balance sheet credit portfolio is not material. The Corporation allocates the allowance for credit losses to each loan category based on a defined methodology, which has been in use, without material change, for several years. First, an internal risk rating is assigned to each commercial loan. Included in that risk rating is management's assessment of the potential failure of a customer to be adequately prepared for the year 2000, but only in those instances where management has significant information indicating a customer may not be adequately prepared (for more information on year 2000, see the section entitled "Other Matters"). Management then assigns a projected loss ratio to each risk rating based on numerous factors identified below. A detailed credit quality review is performed quarterly on certain commercial loans which have deteriorated below certain levels of credit risk, resulting in an additional allocation of a specific portion of the allowance to such loans. The portion of the allowance allocated to consumer loans is determined by applying projected loss ratios to various segments of the loan portfolio. Projected loss ratios incorporate factors such as recent loan loss experience, current economic conditions and trends, geographic dispersion of borrowers, trends with respect to past due and nonaccrual amounts, risk characteristics of various categories and concentrations of loans and transfer risks. However, actual loss ratios experienced in the future could vary from those projected. This uncertainty occurs because a loan's performance depends not only on economic factors but also other factors unique to each customer. In addition, the significant diversity in size of corporate loans means that even if the projected number of loans deteriorate, the dollar exposure could significantly vary from estimated amounts. Furthermore, for many economic events which have occurred, the impact on individual customers may be, as yet, unknown. Such events include, for example, the impact of the Asian economic problems both on assets in that region as well as domestic companies exporting to that region or doing business through subsidiaries in that region; depressed oil prices in the energy sector; and high real estate vacancy rates in selected markets. To ensure adequacy to a higher degree of confidence, an unallocated allowance is maintained. Management also considers industry norms and the expectations and input from rating agencies and banking regulators in determining the adequacy of the allowance. The allocation of the allowance for credit losses provided in Table 8 on page 32 is done for analytical purposes. The total allowance, including the unallocated amount, is available to absorb losses from any segment of the portfolio. The provision for credit losses was $113 million in 1998, compared to $146 million in 1997 and $114 million in 1996. The decrease in 1998 was primarily due to the consumer loan sale mentioned earlier. Net Loans Charged Off to Average Loans (in percentages) [Graph Appears Here] Industry Avg. (Based on 50 Largest U.S. Comerica Bank Holding Companies) --------- ------------------------- 1994 0.24 0.51 1995 0.32 0.53 1996 0.33 0.51 1997 0.33 0.56 1998 0.30 0.48 Table 4: Analysis of the Allowance for Credit Losses Year Ended December 31 (dollar amounts in millions) 1998 1997 1996 1995 1994 - ------------------------------------------------------------------------------- Balance at beginning of period $ 424 $ 367 $ 341 $ 326 $ 299 Allowance of institutions purchased/sold -- -- (3) 4 19 Loans charged off Domestic Commercial 49 33 33 33 25 Real estate construction -- 1 1 3 1 Commercial mortgage 1 4 5 8 17 Residential mortgage -- -- 1 2 -- Consumer 65 92 86 73 40 Lease financing 4 -- -- -- -- International 7 1 -- -- -- - ------------------------------------------------------------------------------- Total loans charged off 126 131 126 119 83 Recoveries Domestic Commercial 19 19 18 19 15 Real estate construction -- 1 1 3 -- Commercial mortgage 9 10 9 8 5 Consumer 13 12 13 13 14 International -- -- -- -- 1 - ------------------------------------------------------------------------------- Total recoveries 41 42 41 43 35 - ------------------------------------------------------------------------------- Net loans charged off 85 89 85 76 48 Provision for credit losses 113 146 114 87 56 - ------------------------------------------------------------------------------- Balance at end of period $ 452 $ 424 $ 367 $ 341 $ 326 =============================================================================== Ratio of allowance for credit losses to total loans at end of period 1.48% 1.47% 1.40% 1.40% 1.47% Ratio of net loans charged off during the period to average loans outstanding during the period 0.30% 0.33% 0.33% 0.32% 0.24% =============================================================================== Total net charge-offs decreased to $85 million in 1998, compared to $89 million in 1997 and $85 million in 1996. The ratio of net loans charged off to average total loans was 0.30 percent in 1998 and 0.33 percent in 1997. Commercial loan net charge-offs as a percentage of average commercial loans were 0.18 percent for 1998 and 0.10 percent for 1997. Consumer loan net charge-offs as a percentage of average consumer loans were 2.03 percent for 1998 and 1.79 percent for 1997. Consumer loan net charge-offs declined $28 million, primarily as a result of the consumer loan divestitures discussed previously. At December 31, 1998, the allowance for credit losses was $452 million, an increase of $28 million since year-end 1997. The allowance as a percentage of total loans increased to 1.48 percent from 1.47 percent at December 31, 1997. The allowance as a percentage of total nonperforming assets decreased to 375 percent at December 31, 1998, from 413 percent at year-end 1997. Noninterest Income
Year Ended December 31 (in millions) 1998 1997 1996 - ---------------------------------------------------------------------------------------------------------- Fiduciary and investment management income $ 184 $ 147 $ 126 Service charges on deposit accounts 158 141 140 Commercial lending fees 43 32 23 Securities gains 6 5 14 Other 198 176 163 - ---------------------------------------------------------------------------------------------------------- Subtotal 589 501 466 Consumer businesses sold 14 4 4 Bond indenture income -- 23 7 Customhouse broker fees -- -- 11 Other significant nonrecurring items -- -- 19 - ---------------------------------------------------------------------------------------------------------- Total noninterest income $ 603 $ 528 $ 507 ==========================================================================================================
Noninterest income increased $75 million, or 14 percent, to $603 million in 1998, compared to $528 million in 1997 and $507 million in 1996. Noninterest income and noninterest expenses in the second half of 1998 include the consolidated financial results of Munder Capital Management ("Munder"), an investment advisory subsidiary in which a majority interest was obtained by the Corporation in July 1998. The Corporation accounted for its minority interest in periods prior to the third quarter of 1998 under the equity method. After adjusting for acquisitions, divestitures, securities gains and the large nonrecurring items discussed below, noninterest income rose $71 million, or 14 percent, in 1998. Fiduciary and investment management income increased $37 million, or 25 percent, in 1998 compared to an increase of $21 million, or 16 percent, in 1997 (after excluding bond indenture income). Excluding the net additional revenues from Munder of $18 million, the increase of 13 percent in 1998 reflects a significant increase in both personal trust and institutional trust income due to an expanded customer base and market performance of assets under management. Total trust assets under management increased to $137 billion at December 31, 1998, from $117 billion at year-end 1997. Discretionary funds, which represent trust assets over which the Corporation has investment management authority, increased to $50 billion from $30 billion in 1997. The consolidation of Munder contributed $14 billion of trust assets. Service charges on deposit accounts increased $17 million, or 12 percent, in 1998 compared to an increase of $1 million, or 1 percent, in 1997. The majority of the 1998 increase related to revisions of the commercial account fee structure, growth in demand deposit activity and lower earnings credit allowances. Commercial lending fees increased $11 million, or 38 percent, in 1998 compared to an increase of $9 million, or 35 percent, in 1997. Continued strong commercial loan growth contributed to increases in commercial loan service charges and fees on unfunded commitments in 1998. Commercial loan syndication fees increased $6 million in 1998. Income from securities gains was essentially unchanged from the prior year, totaling $6 million in 1998 and $5 million in 1997. [Graph Appears Here] Non-Interest Income (In Millions) 1994 $ 450 1995 499 1996 507 1997 528 1998 603 Other noninterest income increased $9 million, or 4 percent, in 1998. Higher levels of foreign exchange income, brokerage service fees and automated teller machine surcharges accounted for the majority of this increase. Excluding the impact of acquisitions, divestitures and large nonrecurring items in both periods, other noninterest income increased 13 percent. Significant nonrecurring items in other noninterest income include an $11 million net gain on the sale of the mortgage servicing business and consumer loans discussed previously in 1998, and a $23 million gain on the sale of the Corporation's bond indenture services business in 1997. Significant nonrecurring items in 1996 include a $13 million gain on the transfer of merchant services to a joint venture, $9 million of interest on a state tax refund and a $6 million gain on the sale of Comerica Bank-Illinois; offset by a $9 million write-off related to the sale of John V. Carr & Son, Incorporated. Noninterest Expenses Year Ended December 31 (in millions) 1998 1997 1996 - ------------------------------------------------------------------------------ Salaries $ 500 $ 464 $ 475 Employee benefits 65 75 86 - ------------------------------------------------------------------------------ Total salaries and employee benefits 565 539 561 Net occupancy expense 90 89 99 Equipment expense 60 62 69 Outside processing fee expense 43 42 42 Other 269 271 280 - ------------------------------------------------------------------------------ Subtotal 1,027 1,003 1,051 Restructuring charge (7) -- 90 Other significant nonrecurring items -- 5 18 - ------------------------------------------------------------------------------ Total noninterest expenses $1,020 $1,008 $1,159 ============================================================================== Noninterest expenses increased 1 percent to $1,020 million in 1998, compared to $1,008 million in 1997 and $1,159 million ($1,069 million, excluding the restructuring charge) in 1996. Excluding the effect of acquisitions, divestitures and the large nonrecurring items discussed below, noninterest expenses increased $25 million, or 3 percent, in 1998. Total salaries expense increased $36 million, or 8 percent, in 1998 versus a decrease of $11 million, or 2 percent, in 1997. The increase in 1998 was primarily from the consolidation of Munder, annual merit increases and increased incentives tied to performance. The number of full-time equivalent employees increased 174, or 2 percent, from year-end 1997, primarily due to Munder. Employee benefits expense decreased $10 million, or 13 percent, in 1998 versus a decrease of $11 million, or 12 percent, in 1997. The reduction in 1998 was primarily due to reduced pension expense as a result of benefits from reduced staff levels related to the Direction 2000 program and the consumer loan and mortgage servicing divestitures mentioned earlier, as well as higher levels of benefits from company-owned life insurance policies. Excluding the effect of acquisitions and divestitures, salaries and benefits increased 4 percent in 1998. Net occupancy and equipment expenses, on a combined basis, decreased $1 million, or 1 percent, in 1998 versus a decrease of $17 million, or 10 percent, in 1997. After adjusting for acquisitions and divestitures, net occupancy and equipment expenses declined 2 percent in 1998. Outside processing fees were essentially unchanged from the prior year, totaling $43 million in 1998 and $42 million in 1997. Other noninterest expenses decreased $7 million in 1998, compared to a $22 million decrease in 1997. Other noninterest expenses included $5 million of litigation accruals in 1997 and a loss of $18 million in 1996 on the sale of a portion of the bankcard portfolio. Loss-sharing provisions in that bankcard sales agreement expose the Corporation to maximum additional losses of $14 million over the last six months of the agreement. Management does not expect to incur significant additional losses as a result of these provisions. Excluding acquisitions, divestitures and the large nonrecurring items described above, other noninterest expenses increased $4 million, or less than 2 percent. The minimal increase reflects management's continued efforts to control expenses. The Corporation recorded a pre-tax restructuring charge of $90 million in 1996 in connection with a major program (Direction 2000) to improve efficiency, revenue and customer service. The charge included $48 million for termination benefits, $21 million for occupancy and equipment write-offs and $21 million for other costs. Estimated annual benefits of $110 million (cost savings of $85 million and revenue enhancements of $25 million) were anticipated from the program. The Corporation completed implementation during the first quarter of 1998. Full annual realization of the estimated benefits of the plan will not occur until 1999. As a result of the program, the Corporation eliminated 1,890 employee positions, about 15 percent of total positions at year-end 1996. Reinvestment opportunities during the implementation phase created 300 new positions. During 1998, the Corporation incurred $22 million of termination benefits, occupancy and equipment write-offs and other costs which it charged against the restructuring reserve, compared to $61 million in 1997. A reduction of $7 million, netted against other noninterest expenses, was made to eliminate the restructuring liability in 1998. Additional information regarding the Corporation's restructuring reserve can be found in Note 15 on page 56. [Graph Appears Here] Excluding Non-Interest Expenses Restructuring (In Millions) Charge ------------ ------ 1994 1,042 1995 1,086 1996 1,159 1,069 1997 1,008 1998 1,020 The Corporation's efficiency ratio is defined as total noninterest expenses divided by the sum of net interest revenue (FTE) and noninterest income, excluding securities gains. The ratio was 49.39 percent in 1998, compared to 51.04 percent in 1997 and 60.36 percent in 1996 (55.67 percent excluding the restructuring charge). Income Taxes The provision for income taxes was $324 million in 1998, compared to $287 million in 1997 and $229 million in 1996. The effective tax rate, computed by dividing the provision for income taxes by income before taxes, was 34.8 percent in 1998, 35.0 percent 1997 and 35.4 percent in 1996. Strategic Lines of Business The Corporation has strategically aligned its operations into three major lines of business: the Business Bank, the Individual Bank and the Investment Bank. In addition to the three major lines of business the Finance Division is also reported as a segment. The Corporation's investment securities portfolio is included in the total assets of the Finance Division. Note 22 on page 63 describes how these segments were identified and presents the financial results of these business lines for the years ended December 31, 1998, 1997 and 1996. Business Bank net income increased $11 million, or 3 percent, in 1998, principally due to additional net interest income resulting from 18 percent average loan growth and a $26 million increase in noninterest income. This was partially offset by a higher provision for credit losses resulting from loan growth. Individual Bank net income increased $42 million, or 19 percent, in 1998. Financial results for the Individual Bank for 1998 were affected by the sale of the mortgage servicing business and the sale of $2.0 billion of consumer assets. Net interest income declined $75 million, or 10 percent, from 1997, while the provision for credit losses decreased $96 million, reflecting the results of the sale. Noninterest income in 1998 includes an $11 million net gain related to the sale. Noninterest income in 1996 includes a $13 million gain on the sale of the merchant services business. Net income for the Investment Bank increased $1 million in 1998, principally due to higher levels of institutional trust fees, discount brokerage fees and the consolidation of Munder. Net income for Finance increased $7 million in 1998, primarily due to a $6 million increase in net interest income. This increase was due to the favorable impact of managing the Corporation's exposure to interest rate risk. This increase in swap income was partially offset by a reduction in interest income due to investment security runoff. Net loss for Other decreased $16 million in 1998, primarily due to a decline in the allowance for credit losses not assigned to specific business lines. An adjustment of $7 million, netted against noninterest expenses, was made to eliminate the restructuring liability in 1998. Included in noninterest income for 1997 is a $23 million gain on the sale of the Corporation's bond indenture services business. Noninterest expenses in 1996 include a $90 million restructuring charge in connection with Direction 2000. TABLE 5: ANALYSIS OF INVESTMENT SECURITIES AND LOANS
December 31 (in millions) 1998 1997 1996 1995 1994 - --------------------------------------------------------------------------------------------------------------------------- Investment securities available for sale U.S. government and agency securities $ 2,206 $ 3,239 $ 3,968 $ 6,038 $ 2,674 State and municipal securities 115 170 228 371 -- Other securities 391 597 604 450 232 - --------------------------------------------------------------------------------------------------------------------------- Total investment securities available for sale 2,712 4,006 4,800 6,859 2,906 Investment securities held to maturity U.S. government and agency securities -- -- -- -- 4,462 State and municipal securities -- -- -- -- 422 Other securities -- -- -- -- 86 - --------------------------------------------------------------------------------------------------------------------------- Total investment securities held to maturity -- -- -- -- 4,970 - --------------------------------------------------------------------------------------------------------------------------- Total investment securities $ 2,712 $ 4,006 $ 4,800 $ 6,859 $ 7,876 =========================================================================================================================== Commercial loans $19,086 $15,805 $13,520 $12,041 $10,634 International loans Government and official institutions 12 6 11 6 18 Banks and other financial institutions 433 339 323 583 660 Other 2,268 1,740 1,372 796 517 - --------------------------------------------------------------------------------------------------------------------------- Total international loans 2,713 2,085 1,706 1,385 1,195 Real estate construction loans 1,080 941 751 641 414 Commercial mortgage loans 4,179 3,634 3,446 3,254 3,056 Residential mortgage loans 1,038 1,565 1,744 2,221 2,436 Consumer loans 1,862 4,348 4,634 4,570 4,215 Lease financing 647 517 406 330 259 - --------------------------------------------------------------------------------------------------------------------------- Total loans $30,605 $28,895 $26,207 $24,442 $22,209 ===========================================================================================================================
BALANCE SHEET AND CAPITAL FUNDS ANALYSIS Total assets were $36.6 billion at year-end 1998, representing a $0.3 billion increase from $36.3 billion on December 31, 1997. On an average basis, total assets remained relatively flat, with $35.0 billion in 1998, compared to $34.9 billion in 1997. Earning Assets Total earning assets were $33.4 billion at year-end 1998, representing a $0.3 billion increase from $33.1 billion at December 31, 1997. On an average basis, total earning assets were $32.1 billion in 1998, compared to $32.0 billion in 1997. The average balance of commercial and commercial mortgage loans increased $3.0 billion, or 17 percent, from 1997. Real estate construction loans rose an average $123 million, or 14 percent in 1998. The commercial portfolio, especially small business and middle market loans, continues to grow in all the Corporation's markets. This growth, along with an increase of approximately 5 percent in commercial loan commitments to extend credit, is attributable to effective marketing efforts, strong customer relationships and continued economic strength in the commercial loan markets. Average international loans increased $389 million, consisting largely of loans originated to facilitate trade with limited cross-border risk. This growth reflects the increasing global activity of the Corporation's traditional customer base and an increased international presence. The Corporation undertakes risk management practices to minimize risk inherent in international lending arrangements. These practices include structuring bilateral arrangements or participating in bank facilities which secure repayment from sources external to the borrower's country. Accordingly, such international outstandings are excluded from cross-border risk of that country. Mexican cross-border risk of $576 million, or 1.57 percent of assets and Canadian cross-border risk of $380 million, or 1.04 percent of assets, were the only countries with exposure exceeding 1.00 percent of assets at December 31, 1998. There were no countries with exposure between 0.75 percent and 1.00 percent of total assets at year-end 1998. Canadian cross-border risk at year-end 1998 includes a $14 million loan on nonaccrual status. Table 6 on page 32 provides additional information on the Corporation's Mexican and Canadian cross-border risk. Table 6: Mexican and Canadian Cross-Border Risk
Governments Banks and December 31 and Official Other Financial Commercial (in millions) Institutions Institutions and Industrial Total - -------------------------------------------------------------------------------- Mexico 1998 $ 15 $214 $347 $576 1997 41 78 295 414 1996 192 26 50 268 - -------------------------------------------------------------------------------- Canada 1998 -- -- 380 380 1997 -- -- 256 256 1996 -- -- 128 128 - --------------------------------------------------------------------------------
Table 7: Loan Maturities and Interest Rate Sensitivity
After One December 31, 1998 Within But Within After (in millions) One Year* Five Years Five Years Total - -------------------------------------------------------------------------------- Commercial loans $14,647 $3,518 $ 921 $19,086 Commercial mortgage loans 1,286 1,961 932 4,179 International loans 2,516 172 25 2,713 Real estate construction loans 730 267 83 1,080 - -------------------------------------------------------------------------------- Total $19,179 $5,918 $1,961 $27,058 ================================================================================ Loans maturing after one year Predetermined interest rates $2,735 $1,521 Floating interest rates 3,183 440 - -------------------------------------------------------------------------------- Total $5,918 $1,961 ================================================================================
*Includes demand loans, loans having no stated repayment schedule or maturity and overdrafts. Table 8: Allocation of the Allowance for Credit Losses
1998 1997 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Percent Percent Percent Percent Percent December 31 Allocated of Total Allocated of Total Allocated of Total Allocated of Total Allocated of Total (in millions) Allowance Loans Allowance Loans Allowance Loans Allowance Loans Allowance Loans - ------------------------------------------------------------------------------------------------------------------------------------ Domestic Commercial $131 62% $ 94 55% $98 52% $118 49% $119 48% Real estate construction 4 4 7 3 6 3 5 3 6 2 Commercial mortgage 21 14 18 13 27 13 33 13 35 14 Residential mortgage -- 3 1 5 2 7 2 9 2 11 Consumer 48 6 116 15 120 18 84 19 60 19 Lease financing 6 2 1 2 1 1 1 1 1 1 International 17 9 5 7 3 6 2 6 3 5 Unallocated 225 -- 182 -- 110 -- 96 -- 100 -- - ------------------------------------------------------------------------------------------------------------------------------------ Total $452 100% $424 100% $367 100% $341 100% $326 100% ====================================================================================================================================
Average residential mortgage loans decreased $351 million, primarily due to management's decision to sell the majority of mortgage originations. Average consumer loans, comprised of installment, revolving credit and bankcard loans, declined $1.9 billion, primarily as a result of the sale of $2.0 billion of indirect consumer loans and non-relationship bankcard receivables. Average installment, revolving credit and bankcard loans decreased $1,611 million, $75 million and $225 million, respectively, during the period. Average investment securities declined to $3.4 billion in 1998, compared to $4.7 billion in 1997. This decline reflects sales and runoff of securities primarily to fund growth in higher-yielding loans and to divest lower earning variable rate assets. Average U.S. government and agency securities decreased $955 million and average state and municipal securities decreased $58 million, while average other securities decreased $303 million. The Corporation shifted away from purchasing on-balance sheet securities to balance interest rate sensitivity and preserve net interest margin, to purchasing off-balance sheet interest rate swaps that accomplish the same interest risk reduction objective. The decline in U.S. government and agency securities principally resulted from sales and paydowns, while the tax exempt portfolio of state and municipal securities continued to decrease as reduced tax advantages for these types of securities deterred additional investment. Other securities consist primarily of collateralized mortgage obligations (CMOs), Brady bonds and Eurobonds. 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. Interest-bearing deposits with banks are investments with banks in developed countries or foreign banks' international banking facilities located in the United States. Federal funds sold provide a vehicle to control the reserve position and serve correspondent banks, as well as offer supplemental earnings opportunities. Average short-term investments increased slightly to $143 million during 1998, from $129 million during 1997. Table 9: Maturity Distribution of Domestic Certificates of Deposit of $100,000 and Over December 31 (in millions) 1998 - --------------------------------------------------------------- Three months or less $1,619 Over three months to six months 323 Over six months to twelve months 324 Over twelve months 179 - --------------------------------------------------------------- Total $2,445 =============================================================== DEPOSITS AND BORROWED FUNDS Average deposits increased $307 million, or 1 percent, from 1997. Average noninterest-bearing deposits grew $336 million, or 6 percent, from 1997, largely due to the growth in related commercial loan business. Average interest-bearing transaction, savings and money market deposits increased 4 percent during 1998, to $8.9 billion. Average certificates of deposit decreased $332 million, or 4 percent, from 1997. Average federal funds purchased and securities sold under agreements to repurchase increased $493 million, or 24 percent, from 1997. The Corporation uses medium-term debt (both domestic and European) and long-term debt to provide the necessary funding to support expanding loan volumes. Medium-term debt provides a funding source with maturities ranging from one month to 15 years and durations that are similar to deposit liabilities. Long-term subordinated notes help maintain the bank's total capital ratio at the level that qualifies for the lowest FDIC risk-based insurance premium. Medium-term debt decreased $2.2 billion, representing the net result of the issuance of $3.0 billion and the maturity of $5.2 billion of notes, during 1998. Long-term debt increased $231 million during 1998, primarily from the issuance of $250 million of subordinated notes offset by the maturity of $75 million of subordinated debentures. Further information on medium- and long-term debt is included in Note 9 of the consolidated financial statements on page 52. The increases in average deposits, federal funds purchased and securities sold under agreements to repurchase, and medium- and long-term debt balances were offset by a decline of $891 million, or 49 percent, in other borrowed funds. The decline in other borrowed funds was attributable to more attractive short-term funding alternatives, such as federal funds purchased, and the reduced availability of treasury tax and loan deposits. CAPITAL Shareholders' equity was $3.0 billion at December 31, 1998. Comerica repurchased 2.3 million shares equaling $149 million of capital during 1998. At December 31, 1998, the Corporation had remaining authorization to purchase 20 million shares of common stock. Excluding share repurchases, the remaining change in capital is the net effect of increases in capital from retained earnings of $391 million and $47 million of common stock issued for employee stock plans and a decrease of $5 million in nonowner equity, principally a change in value of available-for-sale securities. The Corporation declared common dividends totaling $199 million on net income applicable to common stock of $590 million, representing a dividend payout ratio of 34 percent. The payout ratio in 1997 was 36 percent. The Corporation targeted a payout ratio between 30 to 40 percent, although the board of directors constantly reassesses this target in light of changing market and industry conditions. On January 15, 1998, the Corporation's board of directors declared a three-for-two stock split, effected in the form of a 50 percent stock dividend paid April 1, 1998, as well as increased the quarterly cash dividend 12 percent to $0.32 per common share. At December 31, 1998, the Corporation and all of its banking subsidiaries exceeded the capital ratios required for an institution to be considered "well capitalized" by the standards developed under the Federal Deposit Insurance Corporation Improvement Act of 1991. See Note 17 of the consolidated financial statements on page 57 for the capital ratios. RISK MANAGEMENT The Corporation assumes various types of risk in the normal course of business. The most significant risk exposures are credit, interest rate and liquidity risk. In addition, like other large corporations, the Corporation is exposed to operating risk. The Corporation employs risk management processes to identify, measure, monitor and control these risks. Credit Risk Credit risk represents the risk that a customer or counterparty may not perform in accordance with contractual terms. Credit risk is inherent in the financial services business and results from extending credit to customers, purchasing securities and entering into off-balance sheet financial derivative instruments. Policies and procedures for measuring and managing this risk are formulated, approved and communicated throughout the Corporation. Credit executives are involved in the origination and underwriting process to ensure adherence to risk policies and underwriting standards. The Corporation also manages credit risk through diversification, limiting exposure to any single industry or customer, selling participations to third parties and requiring collateral. Nonperforming Assets The Corporation's policies regarding nonaccrual loans reflect the importance of identifying troubled loans early. Consumer loans are directly charged off no later than 180 days past due, or earlier if deemed uncollectible. Loans other than consumer are generally 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 (in percentages) [Graph Appears Here] Industry Average (Based on 50 Largest Comerica U.S. Bank Holding Companies) -------- --------------------------- 1994 0.92 1.67 1995 0.67 1.23 1996 0.53 0.79 1997 0.36 0.71 1998 0.39 0.73 Nonperforming assets as a percent of total loans and other real estate were 0.39 percent and 0.36 percent at year-end 1998 and 1997, respectively. Nonaccrual loans at December 31, 1998, increased 38 percent to $108 million from an unusually low amount of $78 million at year-end 1997. The nonaccrual loan table below indicates the percentage of nonaccrual loan value to original contractual value and demonstrates the conservative and prompt nature of the corporate charge-off and payment application policy. Other real estate owned (ORE) declined significantly to $5 million, primarily due to the sale of one large property. Nonaccrual Loans December 31 (dollar amounts in millions) 1998 1997 - -------------------------------------------------------------- Carrying value $108 $ 78 Contractual value 159 119 Carrying value as a percentage of contractual value 68% 66% ============================================================== Concentration of Credit Loans to companies and individuals involved with the automotive industry, including suppliers, manufacturers and dealers, represented the largest significant industry concentration at December 31, 1998. These loans totaled $4.6 billion, or 15 percent of total loans at December 31, 1998, versus $4.3 billion, or 15 percent, at December 31, 1997. Table 10: Analysis of Investment Securities Portfolio-Fully Taxable Equivalent
Maturity+ ------------------------------------------------------------------------------------ Weighted Within 1 Year 1 - 5 Years 5 - 10 Years After 10 Years Total Average December 31, 1998 ------------------------------------------------------------------------------------- Maturity (dollar amounts in millions) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Yrs./Mos. - --------------------------------------------------------------------------------------------------------------------------------- Available for sale U.S. Treasury $ 41 5.66% $ 21 5.40% $ -- --% $ -- --% $ 62 5.57% 1/0 U.S. government and agency 31 6.58 74 7.63 809 6.21 1,230 6.53 2,144 6.45% 10/2 State and municipal securities 32 6.39 56 6.45 21 6.11 6 6.38 115 6.37 3/1 Other bonds, notes and debentures 15 12.84 168 8.22 74 8.05 48 8.18 305 8.41 6/2 Federal Reserve Bank stock and other investments* -- -- -- -- -- -- -- -- 86 -- -- - --------------------------------------------------------------------------------------------------------------------------------- Total investment securities available for sale $ 119 6.88% $ 319 7.59% $ 904 6.36% $1,284 6.59% $2,712 6.65% 9/2 =================================================================================================================================
*Balances are excluded in the calculation of total yield. +Based on final contractual maturity. Table 11: Summary of Nonperforming Assets and Past Due Loans
December 31 (dollar amounts in millions) 1998 1997 1996 1995 1994 - --------------------------------------------------------------------------------------------------------------------------------- Nonperforming assets Nonaccrual loans Commercial loans $ 77 $ 59 $ 72 $ 87 $ 89 International loans 20 1 -- -- -- Real estate construction loans 1 3 3 7 17 Real estate mortgage loans (principally commercial) 10 15 28 37 56 - --------------------------------------------------------------------------------------------------------------------------------- Total nonaccrual loans 108 78 103 131 162 Reduced-rate loans 8 8 8 3 2 - --------------------------------------------------------------------------------------------------------------------------------- Total nonperforming loans 116 86 111 134 164 Other real estate 5 17 29 29 40 - --------------------------------------------------------------------------------------------------------------------------------- Total nonperforming assets $ 121 $ 103 $ 140 $ 163 $ 204 ================================================================================================================================= Nonperforming loans as a percentage of total loans 0.38% 0.30% 0.42% 0.55% 0.74% Nonperforming assets as a percentage of total loans and other real estate 0.39% 0.36% 0.53% 0.67% 0.92% Allowance for credit losses as a percentage of total nonperforming assets 375% 413% 263% 209% 160% Loans past due 90 days or more and still accruing $ 40 $ 53 $ 52 $ 57 $ 39 =================================================================================================================================
These totals include floor plan loans to automobile dealers of $1,454 million and $1,408 million at December 31, 1998 and 1997, respectively. All other industry concentrations individually represented less than 5 percent of total loans at year-end 1998. The Corporation has successfully operated in the Michigan economy in spite of a loan concentration and several downturns in the auto industry. The largest automotive industry loan on nonaccrual status at December 31, 1998, was $13 million. There were no other automotive industry-related loans larger than $3 million on nonaccrual status as of year-end 1998. The Corporation incurred $6 million of automotive industry-related charge-offs during 1998. Commercial Real Estate Lending The real estate construction loan portfolio contains loans primarily made to customers with satisfactory project completion experience. The portfolio has approximately 1,069 loans, of which 74 percent have balances of less than $1 million. The largest real estate construction loan has a balance of approximately $20 million. The commercial mortgage loan portfolio, 56 percent of which relates to owner-occupied properties, also consists primarily of loans to long-time customers. Of the approximately 7,071 loans in the portfolio, 87 percent have balances under $1 million and the largest loan has a balance of approximately $30 million. Additionally, the Corporation's policy requires a 75 percent or less loan-to-value ratio for all commercial mortgage and real estate construction loans. This policy is within bank regulatory limits. The geographic distribution of the real estate construction and commercial mortgage loan portfolios is also an important factor in evaluating credit risk. The following table indicates the diversification of the portfolios throughout the markets served by the Corporation. Geographic Distribution December 31, 1998 Real Estate Commercial (in millions) Construction Mortgage - -------------------------------------------------------------------- Michigan $ 460 $2,540 California 170 706 Texas 328 440 Florida 66 150 Other 56 343 - -------------------------------------------------------------------- Total $1,080 $4,179 ==================================================================== Interest Rate Risk Interest rate risk arises primarily through the Corporation's core business activities of extending loans and taking deposits. The Corporation actively manages its material exposure to interest rate risk. The principal objective of asset and liability management is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity. The Corporation utilizes various on- and off-balance sheet financial instruments to manage the extent to which net interest income may be affected by fluctuations in interest rates. The Asset Liability Policy Committee (ALPC) establishes and the board of directors approve corporate policies and risk limits pertaining to asset and liability management activities. The ALPC monitors compliance with these policies, and is comprised of executive and senior management from various areas of the Corporation, including finance, lending, investments and deposit gathering. The ALPC meets regularly to discuss asset and liability management strategies. Interest Rate Sensitivity Interest rate risk arises in the normal course of business due to differences in the repricing and maturity characteristics of assets and liabilities. Since no single measurement system satisfies all management objectives, a combination of techniques are used to manage interest rate risk, including simulation analysis, asset and liability repricing schedules and duration of equity. The ALPC regularly reviews the results of these interest rate risk measurements. The Corporation frequently evaluates net interest income under various balance sheet and interest rate scenarios. The results of these analyses provide the information needed to assess the proper balance sheet structure. An unexpected change in the pace of economic activity, whether domestically or internationally, could translate into a materially different interest rate environment than currently expected. A process 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 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 each interest rate environment. These assumptions are inherently uncertain and, as a result, the model cannot precisely predict the impact of higher or lower interest rates on net interest income. Actual results may differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. Derivative financial instruments and other financial instruments used for purposes other than trading are included in this analysis. The measurement of risk exposure at year-end 1998 for a 200-basis-point decline in short-term interest rates identified approximately $72 million of net interest income at risk during 1999. If short- term interest rates rise 200 basis points, the Corporation would have approximately $49 million of net interest income benefit. Year-end 1997 net interest income at risk was measured at $35 million for a 200-basis-point decline in interest rates and $22 million for a 200-basis-point rise in interest rates. The change in exposure is the result of differences in the economic scenarios in the shocked environments and therefore differences in the timing and magnitude of rate changes. Further, anticipated interest rate levels and yield curve differences create faster amortization on certain loans, securities and interest rate swaps in the 1998 rate shock. Corporate policy limits adverse change to no more than 5 percent of management's most likely net interest income forecast. In either case, the Corporation is within the policy guideline. Most assets and liabilities reprice either at maturity or in accordance with their contractual terms. However, several balance sheet components demonstrate characteristics that require adjustments to more accurately reflect repricing and cash flow 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 the related interest rates relative to 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. While management recognizes the limited ability of a traditional gap schedule to accurately portray interest rate risk, adjustments are made to provide a more accurate picture of the Corporation's interest rate risk profile. This additional interest rate risk measurement tool provides a directional outlook on the impact of changes in interest rates. As market rates approach expected turning points, management adjusts the interest rate sensitivity. This sensitivity is measured as a percentage of earning assets. The operating range for interest rate sensitivity, on an elasticity-adjusted basis, is between an asset sensitive position of 10 percent of earning assets and a liability sensitive position of 10 percent of earning assets. The table on page 38 shows the interest sensitivity gap as of year-end 1998 and 1997. 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 $540 million of rate sensitivity to the 1998 year-end gap. In addition, the schedule identifies the adjustment for the price elasticity on certain core deposits. The Corporation remained asset sensitive throughout 1998, as asset sensitivity generated by the consumer divestitures cited previously and continued investment security amortization was primarily hedged through the use of interest rate swaps. The Corporation had a one-year asset sensitive gap of $2,111 million, or 6 percent of earning assets, as of December 31, 1998. This compares to a $1,156 million asset sensitive gap, or 3 percent of earning assets, on December 31, 1997. Management anticipates continued material growth in asset sensitivity throughout 1999, and will analyze both on- and off-balance sheet alternatives to hedge this increased asset sensitivity and achieve the desired interest rate risk profile for the Corporation. The Corporation utilizes interest rate swaps predominantly as asset and liability management tools with the overall objective of managing the sensitivity of net interest income to changes in interest rates. To accomplish this objective, the Corporation uses interest rate swaps primarily to modify the interest rate characteristics of certain assets and liabilities (e.g., from a floating rate to a fixed rate, a fixed rate to a floating rate, or from one floating rate index to another). This strategy assists management in achieving interest rate risk objectives. Risk Management Derivative Financial Instruments and Foreign Exchange Contracts Risk Management Notional Activity Interest Foreign Rate Exchange (in millions) Contracts Contracts Totals - ----------------------------------------------------------------- Balances at December 31, 1996 $ 8,220 $ 482 $ 8,702 Additions 3,857 5,715 9,572 Maturities/amortizations (3,510) (5,598) (9,108) - ----------------------------------------------------------------- Balances at December 31, 1997 $ 8,567 $ 599 $ 9,166 Additions 3,402 7,218 10,620 Maturities/amortizations (4,330) (6,904) (11,234) Terminations (755) -- (755) - ----------------------------------------------------------------- Balances at December 31, 1998 $ 6,884 $ 913 $ 7,797 ================================================================= The notional amount of risk management interest rate swaps totaled $6,869 million at December 31, 1998, and $8,515 million at December 31, 1997. The fair value of risk management interest rate swaps at December 31, 1998, was a positive $146 million, compared to a positive $123 million at December 31, 1997. For the year ended December 31, 1998, risk management interest rate swaps generated $46 million in net interest income, compared to $51 million in net interest income for the year ended December 31, 1997. These off-balance sheet instruments represented 75 percent of total derivative financial instruments and foreign exchange contracts, including commitments, at year-end 1998 and 74 percent at year-end 1997. The table on page 39 summarizes the expected maturity distribution of the notional amount of risk management interest rate swaps and provides the weighted average interest rates associated with amounts to be received or paid as of December 31, 1998. The swaps have been grouped by the assets and liabilities to which they have been designated. In addition to interest rate swaps, the Corporation employs various other types of off-balance sheet derivative and foreign exchange contracts to mitigate exposures to interest rate and foreign currency risks associated with specific assets and liabilities (e.g., loans or deposits denominated in foreign currencies and mortgages held for sale). Such instruments include interest rate caps and floors, purchased put options, foreign exchange forward contracts, foreign exchange generic swap agreements and cross-currency swaps. The aggregate notional amounts of these risk management derivative and foreign exchange contracts at December 31, 1998 and 1997, were $928 million and $651 million, respectively. Further information regarding risk management financial instruments and foreign currency exchange contracts is provided in Notes 1, 9, 18 and 25. Table 12: Schedule of Rate Sensitive Assets and Liabilities
December 31, 1998 December 31, 1997 Interest Sensitivity Period Interest Sensitivity Period - -------------------------------------------------------------------------------------------------- Within Over Within Over (dollar amounts in millions) One Year One Year Total One Year One Year Total - -------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ -- $ 1,773 $ 1,773 $ -- $ 1,927 $ 1,927 Short-term investments 103 7 110 196 7 203 Investment securities 881 1,831 2,712 1,223 2,783 4,006 Commercial loans (including lease financing) 17,555 2,178 19,733 14,742 1,580 16,322 International loans 2,713 -- 2,713 2,085 -- 2,085 Real estate related loans 3,856 2,441 6,297 3,907 2,233 6,140 Consumer loans 1,044 818 1,862 2,100 2,248 4,348 - -------------------------------------------------------------------------------------------------- Total loans 25,168 5,437 30,605 22,834 6,061 28,895 Other assets 618 783 1,401 742 519 1,261 - -------------------------------------------------------------------------------------------------- Total assets $26,770 $ 9,831 $36,601 $24,995 $11,297 $36,292 ================================================================================================== LIABILITIES Deposits Noninterest-bearing $ 1,451 $ 5,548 $ 6,999 $ 459 $ 6,302 $ 6,761 Savings -- 1,533 1,533 -- 1,601 1,601 Money market and NOW 5,991 1,901 7,892 5,570 1,724 7,294 Certificates of deposit 5,275 1,232 6,507 5,562 1,059 6,621 Foreign office 1,382 -- 1,382 309 -- 309 - -------------------------------------------------------------------------------------------------- Total deposits 14,099 10,214 24,313 11,900 10,686 22,586 Short-term borrowings 3,580 -- 3,580 3,193 -- 3,193 Medium- and long-term debt 3,771 1,511 5,282 5,961 1,325 7,286 Other liabilities 64 315 379 149 316 465 - -------------------------------------------------------------------------------------------------- Total liabilities 21,514 12,040 33,554 21,203 12,327 33,530 Shareholders' equity (8) 3,055 3,047 (1) 2,763 2,762 - -------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $21,506 $15,095 $36,601 $21,202 $15,090 $36,292 ================================================================================================== Sensitivity impact of interest rate swaps (5,549) 5,549 -- (4,377) 4,377 -- - -------------------------------------------------------------------------------------------------- Interest sensitivity gap (285) 285 -- (584) 584 -- Gap as a percentage of earning assets (1)% 1% -- (2)% 2% -- Sensitivity impact from elasticity adjustments (1) 2,396 (2,396) -- 1,740 (1,740) -- - -------------------------------------------------------------------------------------------------- Interest sensitivity gap with elasticity adjustments $ 2,111 $(2,111) -- $ 1,156 $(1,156) -- Gap as a percentage of earning assets 6% (6)% -- 3% (3)% -- ==================================================================================================
(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. Table 13: Remaining Expected Maturity of Risk Management Interest Rate Swaps
2004- Dec. 31 (dollar amounts in millions) 1999 2000 2001 2002 2003 2026 Total 1997 - ----------------------------------------------------------------------------------------------------------------------------------- VARIABLE RATE ASSET DESIGNATION: Receive fixed swaps Generic $ -- $ 700 $ 3,250 $ -- $ -- $ -- $ 3,950 $ 700 Amortizing -- -- -- -- -- -- -- 100 Index amortizing 1,221 573 133 182 60 -- 2,169 3,504 Weighted average: (1) Receive rate 6.35% 6.35% 5.72% 6.49% 6.14% --% 6.01% 6.33% Pay rate 5.34% 5.33% 5.26% 5.52% 5.58% --% 5.30% 5.90% Floating/floating swaps $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 55 - ----------------------------------------------------------------------------------------------------------------------------------- FIXED RATE ASSET DESIGNATION: Pay fixed swaps Generic $ 2 $ -- $ -- $ -- $ -- $ -- $ 2 $ 2 Index amortizing 4 7 -- -- -- -- 11 17 Weighted average: (1) Receive rate 5.44% 5.62% --% --% --% --% 5.54% 5.97% Pay rate 6.55% 5.34% --% --% --% --% 5.88% 5.85% - ----------------------------------------------------------------------------------------------------------------------------------- MEDIUM- AND LONG-TERM DEBT DESIGNATION: Generic receive fixed swaps $ -- $ 200 $ -- $ 150 $ -- $ 350 $ 700 $2,200 Weighted average: (1) Receive rate --% 6.91% --% 7.37% --% 7.56% 7.33% 6.84% Pay rate --% 5.26% --% 5.16% --% 5.34% 5.28% 5.83% Floating/floating swaps $ -- $ 37 $ -- $ -- $ -- $ -- $ 37 $1,937 Weighted average: (2) Receive rate --% 4.98% --% --% --% --% 4.98% 5.73% Pay rate --% 5.19% --% --% --% --% 5.19% 5.77% - ----------------------------------------------------------------------------------------------------------------------------------- Total notional amount $1,227 $ 1,517 $3,383 $ 332 $ 60 $ 350 $ 6,869 $8,515 ===================================================================================================================================
(1) Variable rates paid or received are based primarily on one-month and three-month LIBOR rates paid or received at December 31, 1998. (2) Variable rates paid are based on LIBOR at December 31, 1998, while variable rates received are based on prime. Customer-Initiated and Other Derivative Financial Instruments and Foreign Exchange Contracts Customer-Initiated and Other Notional Activity Interest Foreign Rate Exchange (in millions) Contracts Contracts Totals - ---------------------------------------------------------------------------- Balances at December 31, 1996 $ 390 $ 644 $ 1,034 Additions 464 43,462 43,926) Maturities/amortizations (358) (42,269) (42,627) - ---------------------------------------------------------------------------- Balances at December 31, 1997 $ 496 $ 1,837 $ 2,333 Additions 417 36,171 36,588 Maturities/amortizations (232) (37,335) (37,567) - ---------------------------------------------------------------------------- Balances at December 31, 1998 $ 681 $ 673 $ 1,354 ============================================================================ On a limited basis, the Corporation writes interest rate caps and enters into foreign exchange contracts and interest rate swaps to accommodate the needs of customers requesting such services. At December 31, 1998 and 1997, customer- initiated activity represented 15 percent and 20 percent, respectively, of total derivative and foreign exchange contracts, including commitments. Refer to Note 18 on page 57 for further information regarding customer-initiated and other derivative financial instruments and foreign exchange contracts. Liquidity Risk Liquidity is the ability to meet financial obligations through the maturity or sale of existing assets or acquisition of additional funds. Liquidity requirements are satisfied with various funding sources, including a $7.5 billion medium-term note program which allows the Michigan, California and Texas banks to issue debt with maturities between one month and 15 years. The Michigan bank has an additional $2 billion European note program. At year-end 1998, unissued debt related to the two programs totaled $5.7 billion. In addition, liquid assets totaled $4.6 billion, at December 31, 1998. The Corporation also had available $1.9 billion from a collateralized borrowing account with the Federal Reserve Bank at year-end 1998. Purchased funds at December 31, 1998, excluding certificates of deposit with maturities beyond one year and medium- and long-term debt, approximated $7.2 billion. The parent company had available a $250 million commercial paper facility at December 31, 1998, all of which was unused. Another source of liquidity for the parent company is dividends from its subsidiaries. As discussed in Note 17 on page 57, subsidiary banks are subject to regulation and may be limited in their ability to pay dividends or transfer funds to the holding company. During 1999, the subsidiary banks can pay dividends up to $543 million plus current net profits without prior regulatory approval. One measure of current parent company liquidity is investment in subsidiaries as a percent of shareholders' equity. An amount over 100 percent represents the reliance on subsidiary dividends to repay liabilities. As of December 31, 1998, the ratio was 108 percent. Operational Risk Operational risk is the risk of unexpected losses attributable to human error, system failures, fraud, unauthorized transactions and inadequate internal controls and procedures. The Corporation mitigates this risk through a system of internal controls that are designed to keep operating risks at appropriate levels. The Corporation's internal audit staff monitors and assesses the overall effectiveness of the system of internal controls on an ongoing basis and provides an opinion on the environment to management and the Audit Committee. Companies experience operational losses which are routinely incurred in business operations. Comerica has established an Operational Risk Committee comprised of executives from several disciplines. This group is charged with surfacing significant operational risks which may impact customer service, reputation or result in financial loss if not adequately addressed. The internal audit staff independently supports an active Audit Committee oversight process. The Audit Committee serves as an independent extension of the Board of Directors. Routine and special meetings are scheduled periodically to provide detail on relevant operational risks. Other Matters The Corporation initiated a company-wide project to prepare its computer systems, applications and infrastructure for year 2000 readiness. The following discussion of the implications of the year 2000 issue for the Corporation contains numerous forward-looking statements based on inherently uncertain information. The cost of the project and the planned date to complete the internal year 2000 modifications are based on management's best estimates, derived utilizing a number of assumptions of future events such as the continued availability of internal and external resources, including employees, third party modifications and other factors. However, there can be no guarantee that these estimates will be achieved and actual results could differ. In addition, the Corporation places a high degree of reliance on the computer systems of third parties, such as customers, suppliers, and other financial and governmental institutions. Although the Corporation is assessing the readiness of these third parties and has prepared contingency plans, there can be no guarantee that business-critical third party vendors or other significant third parties, such as public utilities, will adequately address their year 2000 issues. Readiness Preparation Comerica will be ready to conduct business in the year 2000. The Corporation established an extensive enterprise-wide and centrally managed year 2000 program in early 1996. The year 2000 team includes the active involvement of senior executives as well as seasoned project managers and business unit liaisons from throughout the company. The Corporation is evaluating and monitoring the year 2000 readiness of vendors, customers and third party processors. At Comerica, completing a successful year 2000 program is our top priority so that the arrival of the 21st century will be a celebration of quality customer service. Many factors can affect a company's ability to deliver quality services at any given time. While we will be "ready" to do business in the year 2000, we of course cannot guarantee that our services will be uninterrupted due to the century date change or otherwise. To minimize customer service disruptions, the Corporation has implemented a no-vacation policy for the entire organization from December 27, 1999, through January 31, 2000. Additional guidelines are being implemented within business units prior- and post-event as required. The Corporation's year 2000 program is comprised of numerous individual projects which address the following broad areas: data processing systems, telecommunications and data networks, building facilities and security systems, vendor risk, customer risk, contingency planning and communications. All mission critical applications and services were significantly year 2000 ready as of December 31, 1998, with the remaining systems planned for completion prior to the end of 1999. As of December 31, 1998, the Corporation has completed 75 percent of remediation effort and 45 percent of testing. The Corporation has a major focus on completing testing for all components, having in place what is believed to be an extensive testing methodology, validation and verification process. To alleviate disruptions due to errors, state of the art data aging and testing tools are being utilized to validate year 2000 readiness for applications. The year 2000 program utilizes Comerica's Year 2000 Testing and Clean Management Guidelines for all components. The Corporation plans to conduct a complete systems test in the second quarter of 1999 to validate its findings. Furthermore, the Corporation is documenting contingency plans for all business critical applications to minimize any disruptions to customer service caused by year 2000 issues. The Corporation does not significantly rely on embedded technology in its critical processes. Embedded technology does control some building security and operations such as power management, ventilation and elevator control. Building facilities are presently being evaluated, and it is management's plan to confirm year 2000 readiness or replace the embedded technology by approximately June 30, 1999. Customers and vendors who have significant relationships with the Corporation continue to be evaluated to determine their preparation and readiness for the year 2000. The potential failure of those customers to be adequately prepared for year 2000 is included in management's credit and review process used to establish loss reserves. A high level risk reduction strategy is being implemented to manage and mitigate risks to our asset/liability position. There can be no guarantee that the remediation of the systems of the Corporation's vendors or customers will be completed on a timely basis. The Corporation relies on suppliers and customers for certain information processing services, and is addressing year 2000 issues with both groups. Management has identified critical vendors and inquired as to their year 2000 readiness plans and status. The Corporation has completed written risk assessments on each and has asked those found to pose a significant risk to demonstrate how risks will be addressed. Measures to minimize risk are being undertaken with those that appear to pose a significant risk. There may be certain business-critical third parties, such as utilities or telecommunication companies, where alternative arrangements or sources are limited or unavailable. The Corporation is also reliant on its customers to make the necessary preparations for year 2000 so that their business operations will not be interrupted, as an interruption could threaten their ability to honor financial commitments. The Corporation identified borrowers, capital market counterparties, funding sources and large depositors having financial volumes sufficiently large to warrant inquiry as to year 2000 preparation. Written risk assessments have been completed on each. Customers found to have a significant risk of not being ready for year 2000 are encouraged to make the necessary effort. The Corporation is undertaking measures to minimize risk with those that appear to pose a significant risk. Comerica's senior executives, the board of directors and a project steering committee regularly review the year 2000 program and its progress. In addition, the federal and state agencies that regulate the banking industry regularly monitor our year 2000 program. Cost Included in the Corporation's estimate of year 2000 project cost are internal and external development costs, asset impairment write-offs and the cost of software and hardware for systems that are not ready, or would not have been ready by the new century as a result of normal replacement. The Corporation's current estimate is that year 2000 project cost, both internal and external, will total approximately $50 million, of which the Corporation incurred approximately $21 million in 1996, 1997 and 1998. The increase in the total estimate from previously reported numbers relates primarily to costs, not yet incurred, associated with expansion of the scope for personal computers and recently approved enhancements to the year 2000 retention incentive plan. Of the $21 million incurred to date, $5 million was for capital assets which the Corporation is expensing over their useful lives. The Corporation will fund the remaining year 2000 costs yet to be incurred by normal operating cash flow. The project is staffed with external resources as well as internal staff redeployed from less time-sensitive assignments. The Corporation does not believe the redeployment of existing staff will have a material adverse effect on its business, results of operations or financial position. Approximately $8 million of the remaining cost is for capital assets which will be expensed over their useful lives. Estimated total project cost could change further as efforts continue. Risks The Corporation has grouped the principal risks associated with the year 2000 problem into three categories. The first is the risk that the Corporation does not successfully ready operations for the year 2000. The Corporation, like other financial institutions, is heavily dependent on computer systems. The complexity of these systems and dependence on one another makes it impossible to switch to other systems immediately as would be required if necessary corrections were not made in advance. Management believes it will be able to make the necessary corrections in advance. Computer failure of third parties may jeopardize the Corporation's operations, but how seriously depends on the nature and duration of such failures. The most serious impact on the Corporation's operations from suppliers would result if basic services such as telecommunications, electric power suppliers, and services provided by other financial institutions and governmental agencies were disrupted. Significant public disclosure of the state of readiness among basic infrastructure and other suppliers has not generally been available. Although inquiries are underway, the Corporation does not yet have sufficient information to estimate the likelihood of significant disruptions among its suppliers. Operational failures among the Corporation's sources of major funding, larger borrowers and capital market counterparties could affect their ability to continue to provide funding or meet obligations when due. Similar to the situation outlined above with suppliers, public information has not generally been available. At this time, it is not possible to accurately estimate the likelihood, or potential impact, of significant disruptions among the Corporation's funding sources and obligors. Contingency Plans The Corporation is developing remediation contingency plans and business resumption contingency plans specific to the year 2000. Remediation contingency plans address the actions to be taken if the current approach to remediating a system is falling behind schedule or otherwise appears in jeopardy of failing to deliver a year 2000 ready system when needed. Business resumption contingency plans address the actions that would be taken if critical business functions can not be carried out in the normal manner due to system or supplier failure. The Corporation developed remediation contingency plans with trigger dates for review and implementation for critical data systems. The Corporation is also enhancing its existing business resumption plans to reflect year 2000 issues and is developing plans designed to coordinate the efforts of its personnel and resources in addressing any year 2000 problems that become known after December 31, 1999. This annual report to shareholders includes forward-looking statements based on management's current expectations and/or the assumptions made in the earnings simulation analysis. Numerous factors could cause variances in these projections, and their underlying assumptions, such as changes in interest rates, the industries where the Corporation has a concentration of loans, changes in the level of fee income, year 2000 expenses, economic conditions and continuing consolidation in the banking industry.
Consolidated Balance Sheets Comerica Incorporated and Subsidiaries December 31 (in thousands, except share data) 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS Cash and due from banks $ 1,773,100 $ 1,927,087 Short-term investments 109,640 202,957 Investment securities available for sale 2,712,165 4,005,962 Commercial loans 19,086,541 15,805,549 International loans 2,713,259 2,085,090 Real estate construction loans 1,079,614 940,910 Commercial mortgage loans 4,179,271 3,633,785 Residential mortgage loans 1,037,941 1,565,445 Consumer loans 1,861,630 4,347,665 Lease financing 646,607 516,600 - ------------------------------------------------------------------------------------------------------------------------------------ Total loans 30,604,863 28,895,044 Less allowance for credit losses (452,409) (424,147) - ------------------------------------------------------------------------------------------------------------------------------------ Net loans 30,152,454 28,470,897 Premises and equipment 352,650 380,157 Customers' liability on acceptances outstanding 12,335 18,392 Accrued income and other assets 1,488,487 1,286,946 - ------------------------------------------------------------------------------------------------------------------------------------ Total assets $ 36,600,831 $ 36,292,398 ==================================================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest-bearing deposits $ 6,999,337 $ 6,761,202 Interest-bearing deposits 17,313,796 15,825,115 - ------------------------------------------------------------------------------------------------------------------------------------ Total deposits 24,313,133 22,586,317 Federal funds purchased and securities sold under agreements to repurchase 3,108,985 592,860 Other borrowed funds 471,168 2,600,041 Acceptances outstanding 12,335 18,392 Accrued expenses and other liabilities 366,338 446,625 Medium- and long-term debt 5,282,259 7,286,387 - ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities 33,554,218 33,530,622 Nonredeemable preferred stock--$50 stated value Authorized--5,000,000 shares Issued--5,000,000 shares in 1998 and 1997 250,000 250,000 Common stock--$5 par value Authorized--325,000,000 shares Issued--157,233,088 shares in 1998 and 156,815,367 shares in 1997 786,165 784,077 Capital surplus 24,649 -- Unrealized net losses on investment securities available for sale (6,455) (1,937) Retained earnings 2,086,589 1,731,419 Deferred compensation (5,202) (1,783) Less cost of common stock in treasury--1,351,997 shares in 1998 (89,133) -- - ------------------------------------------------------------------------------------------------------------------------------------ Total shareholders' equity 3,046,613 2,761,776 - ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities and shareholders' equity $ 36,600,831 $ 36,292,398 ====================================================================================================================================
See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF INCOME COMERICA INCORPORATED AND SUBSIDIARIES
Year Ended December 31 (in thousands, except per share data) 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------------------- INTEREST INCOME Interest and fees on loans $2,382,329 $2,317,844 $ 2,160,981 Interest on investment securities Taxable 218,378 310,399 372,331 Exempt from federal income tax 7,252 10,797 17,443 - ------------------------------------------------------------------------------------------------------------------------- Total interest on investment securities 225,630 321,196 389,774 Interest on short-term investments 8,815 8,363 12,025 - ------------------------------------------------------------------------------------------------------------------------- Total interest income 2,616,774 2,647,403 2,562,780 INTEREST EXPENSE Interest on deposits 647,825 673,265 685,539 Interest on short-term borrowings Federal funds purchased and securities sold under agreements to repurchase 136,616 110,752 111,729 Other borrowed funds 49,095 98,258 107,155 Interest on medium- and long-term debt 367,777 374,022 294,990 Net interest rate swap income (45,810) (51,670) (48,911) - ------------------------------------------------------------------------------------------------------------------------- Total interest expense 1,155,503 1,204,627 1,150,502 - ------------------------------------------------------------------------------------------------------------------------- Net interest income 1,461,271 1,442,776 1,412,278 Provision for credit losses 113,000 146,000 114,000 - ------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for credit losses 1,348,271 1,296,776 1,298,278 NONINTEREST INCOME Fiduciary and investment management income 184,354 147,336 133,482 Service charges on deposit accounts 157,416 141,078 140,436 Commercial lending fees 43,326 31,342 23,249 Securities gains 6,116 5,195 13,588 Other noninterest income 211,936 203,001 196,199 - ------------------------------------------------------------------------------------------------------------------------- Total noninterest income 603,148 527,952 506,954 NONINTEREST EXPENSES Salaries and employee benefits 565,303 538,926 560,784 Net occupancy expense 89,911 89,380 99,211 Equipment expense 60,147 61,759 68,827 Outside processing fee expense 42,785 41,683 42,481 Restructuring charge (6,840) -- 90,000 Other noninterest expenses 268,738 276,238 297,723 - ------------------------------------------------------------------------------------------------------------------------- Total noninterest expenses 1,020,044 1,007,986 1,159,026 - ------------------------------------------------------------------------------------------------------------------------- Income before income taxes 931,375 816,742 646,206 Provision for income taxes 324,299 286,266 229,045 - ------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 607,076 $ 530,476 $ 417,161 ========================================================================================================================= Net income applicable to common stock $ 589,976 $ 513,376 $ 408,136 ========================================================================================================================= Basic net income per common share $3.79 $3.24 $2.41 Diluted net income per common share 3.72 3.19 2.38 Cash dividends declared on common stock $ 199,403 $ 181,272 $ 170,067 Dividends per common share $1.28 $1.15 $1.01 - -------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY COMERICA INCORPORATED AND SUBSIDIARIES
Unrealized Gains and (Losses) on Non- Investment redeemable Securities Preferred Common Capital Available Retained Deferred (in thousands, except share data) Stock Stock Surplus for Sale Earnings Compensation - ---------------------------------------------------------------------------------------------------------------------------- BALANCES AT JANUARY 1, 1996 $ -- $ 575,473 $ 410,618 $ (4,141) $ 1,640,980 $ (1,974) Net income for 1996 -- -- -- -- 417,161 -- Nonowner changes in equity: Unrealized holding gains/(losses) arising during the period -- -- -- (15,101) -- -- Less: Reclassification adjustment for gains/(losses) included in net income -- -- -- 13,588 -- -- Nonowner changes in ------- equity before income taxes -- -- -- (28,689) -- -- Provision for income taxes related to nonowner changes in equity -- -- -- (10,041) -- -- Nonowner changes in equity, ------- net of tax -- -- -- (18,648) -- -- Net income and nonowner changes in equity -- -- -- -- -- -- Issuance of preferred stock 250,000 -- (3,256) -- -- -- Cash dividends declared: Preferred stock -- -- -- -- (9,025) -- Common stock -- -- -- -- (170,067) -- Purchase and retirement of 12,176,496 shares of common stock -- (60,883) (519,924) -- (5,065) -- Issuance of common stock for: Employee stock plans -- 897 14,090 -- (20,076) (1,197) Acquisitions -- 21,000 98,472 -- 208 -- Amortization of deferred compensation -- -- -- -- -- 926 - ---------------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1996 250,000 536,487 -- (22,789) 1,854,116 (2,245) Net income for 1997 -- -- -- -- 530,476 -- Nonowner changes in equity: Unrealized holding gains/(losses) arising during the period -- -- -- 37,275 -- -- Less: Reclassification adjustment for gains/(losses) included in net income -- -- -- 5,195 -- -- Nonowner changes in ------- equity before income taxes -- -- -- 32,080 -- -- Provision for income taxes related to nonowner changes in equity -- -- -- 11,228 -- -- Nonowner changes in equity, ------- net of tax -- -- -- 20,852 -- -- Net income and nonowner changes in equity -- -- -- -- -- -- Cash dividends declared: Preferred stock -- -- -- -- (17,100) -- Common stock -- -- -- -- (181,272) -- Purchase and retirement of 3,618,479 shares of common stock -- (18,092) (30,750) -- (193,451) -- Issuance of common stock under employee stock plans -- 4,323 30,750 -- 9 (531) Amortization of deferred compensation -- -- -- -- -- 993 Stock split (three-for-two) -- 261,359 -- -- (261,359) -- - ---------------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1997 250,000 784,077 -- (1,937) 1,731,419 (1,783) Net income for 1998 -- -- -- -- 607,076 -- Nonowner changes in equity: Unrealized holding gains/(losses) arising during the period -- -- -- (835) -- -- Less: Reclassification adjustment for gains/(losses) included in net income -- -- -- 6,116 -- -- Nonowner changes in equity ------- before income taxes -- -- -- (6,951) -- -- Provision for income taxes related to nonowner changes in equity -- -- -- (2,433) -- -- Nonowner changes in equity, ------- net of tax -- -- -- (4,518) -- -- Net income and nonowner changes in equity -- -- -- -- -- -- Cash dividends declared: Preferred stock -- -- -- -- (17,100) -- Common stock -- -- -- -- (199,403) -- Purchase and retirement of 60,000 shares of common stock -- (300) (3,182) -- -- -- Purchase of 2,199,650 shares of common stock -- -- -- -- -- -- Issuance of common stock under employee stock plans -- 2,388 27,831 -- (35,403) (4,604) Amortization of deferred compensation -- -- -- -- -- 1,185 - ---------------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1998 $ 250,000 $ 786,165 $ 24,649 $ (6,455) $ 2,086,589 $ (5,202) ============================================================================================================================ Total Treasury Shareholders' Stock Equity - ---------------------------------------------------------------------------------------------------------------------------- BALANCES AT JANUARY 1, 1996 $ (13,229) $2,607,727 Net income for 1996 -- 417,161 Nonowner changes in equity: Unrealized holding gains/(losses) arising during the period -- (15,101) Less: Reclassification adjustment for gains/(losses) included in net income -- 13,588 Nonowner changes in --------- equity before income taxes -- (28,689) Provision for income taxes related to nonowner changes in equity -- (10,041) Nonowner changes in equity, --------- net of tax -- (18,648) Net income and nonowner --------- changes in equity -- 398,513 Issuance of preferred stock -- 246,744 Cash dividends declared: Preferred stock -- (9,025) Common stock -- (170,067) Purchase and retirement of 12,176,496 shares of common stock (36,324) (622,196) Issuance of common stock for: Employee stock plans 40,295 34,009 Acquisitions 9,258 128,938 Amortization of deferred compensation -- 926 - ---------------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1996 -- 2,615,569 Net income for 1997 -- 530,476 Nonowner changes in equity: Unrealized holding gains/(losses) arising during the period -- 37,275 Less: Reclassification adjustment for gains/(losses) included in net income -- 5,195 Nonowner changes in --------- equity before income taxes -- 32,080 Provision for income taxes related to nonowner changes in equity -- 11,228 Nonowner changes in equity, --------- net of tax -- 20,852 Net income and nonowner --------- changes in equity -- 551,328 Cash dividends declared: Preferred stock -- (17,100) Common stock -- (181,272) Purchase and retirement of 3,618,479 shares of common stock -- (242,293) Issuance of common stock under employee stock plans -- 34,551 Amortization of deferred compensation -- 993 Stock split (three-for-two) -- -- - ---------------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1997 -- 2,761,776 Net income for 1998 -- 607,076 Nonowner changes in equity: Unrealized holding gains/(losses) arising during the period -- (835) Less: Reclassification adjustment for gains/(losses) included in net income -- 6,116 Nonowner changes in equity before income taxes -- (6,951) Provision for income taxes related to nonowner changes in equity -- (2,433) Nonowner changes in equity, --------- net of tax -- (4,518) --------- Net income and nonowner changes in equity -- 602,558 Cash dividends declared: Preferred stock -- (17,100) Common stock -- (199,403) Purchase and retirement of 60,000 shares of common stock -- (3,482) Purchase of 2,199,650 shares (145,202) (145,202) of common stock Issuance of common stock under employee stock plans 56,069 46,281 Amortization of deferred compensation -- 1,185 - ---------------------------------------------------------------------------------------------------------------------------- BALANCES AT DECEMBER 31, 1998 $ (89,133) $3,046,613 ============================================================================================================================
( ) Indicates deduction. See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS COMERICA INCORPORATED AND SUBSIDIARIES
Year Ended December 31 (in thousands) 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------------------ OPERATING ACTIVITIES Net income $ 607,076 $ 530,476 $ 417,161 Adjustments to reconcile net income to net cash provided by operating activities Provision for credit losses 113,000 146,000 114,000 Depreciation 57,633 58,529 66,776 Restructuring charge (21,923) (61,237) 90,000 Net (increase) decrease in trading account securities 2,796 (3,093) 4,659 Net (increase) decrease in loans held for sale (5,236) (2,666) 473,493 Net (increase) decrease in accrued income receivable 19,487 (23,730) 924 Net increase (decrease) in accrued expenses 2,973 54,330 (39,720) Net amortization of intangibles 30,414 28,375 30,803 Funding for employee benefit plans -- -- (25,000) Other, net (116,295) (134,982) 187,438 - ------------------------------------------------------------------------------------------------------------------------ Total adjustments 82,849 61,526 903,373 - ------------------------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 689,925 592,002 1,320,534 INVESTING ACTIVITIES Net (increase) decrease in interest-bearing deposits with banks (1,184) 24,010 (3,705) Net (increase) decrease in federal funds sold and securities purchased under agreements to resell 96,941 (117,601) 4,898 Proceeds from sale of investment securities available for sale 111,511 238,506 1,211,250 Proceeds from maturity of investment securities available for sale 1,209,291 1,456,447 1,531,012 Purchases of investment securities available for sale (126,239) (924,509) (643,796) Net increase in loans (other than loans purchased) (3,768,220) (2,615,226) (1,852,199) Purchase of loans (1,115) (162,128) (77,805) Fixed assets, net (35,609) (31,023) (46,038) Net (increase) decrease in customers' liability on acceptances outstanding 6,057 14,710 (12,341) Net cash provided by acquisitions/sales 1,878,907 -- 200,459 - ------------------------------------------------------------------------------------------------------------------------ Net cash provided by (used in) investing activities (629,660) (2,116,814) 311,735 FINANCING ACTIVITIES Net increase (decrease) in deposits 1,726,816 219,144 (825,859) Net increase (decrease) in short-term borrowings 387,252 (1,296,290) (129,056) Net increase (decrease) in acceptances outstanding (6,057) (14,710) 12,341 Proceeds from issuance of medium- and long-term debt 3,200,000 5,600,000 2,251,000 Repayments and purchases of medium- and long-term debt (5,212,498) (2,555,382) (2,553,650) Proceeds from issuance of preferred stock -- -- 246,744 Proceeds from issuance of common stock 50,885 35,082 35,206 Purchase of common stock for treasury and retirement (148,684) (242,293) (622,196) Dividends paid (211,966) (195,412) (173,414) - ------------------------------------------------------------------------------------------------------------------------ Net cash provided by (used in) financing activities (214,252) 1,550,139 (1,758,884) - ------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) in cash and due from banks (153,987) 25,327 (126,615) Cash and due from banks at beginning of year 1,927,087 1,901,760 2,028,375 - ------------------------------------------------------------------------------------------------------------------------ Cash and due from banks at end of year $ 1,773,100 $ 1,927,087 $ 1,901,760 ======================================================================================================================== Interest paid $ 1,188,599 $ 1,161,812 $ 1,201,146 ======================================================================================================================== Income taxes paid $ 256,880 $ 266,428 $ 212,530 ======================================================================================================================== Noncash investing and financing activities Loan transfers to other real estate $ 5,084 $ 7,076 $ 10,534 ======================================================================================================================== Stock issued for acquisitions $ -- $ -- $ 128,938 ========================================================================================================================
See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS COMERICA INCORPORATED AND SUBSIDIARIES - -------------------------------------------------------------------------------- 1 ACCOUNTING POLICIES - -------------------------------------------------------------------------------- ORGANIZATION Comerica Incorporated is a registered bank holding company headquartered in Detroit, Michigan. The Corporation's principal lines of business are the Business Bank, the Individual Bank and the Investment Bank. The core businesses are tailored to each of the Corporation's four primary geographic markets: Michigan, Texas, California and Florida. The accounting and reporting policies of Comerica Incorporated and its subsidiaries conform to generally accepted accounting principles and prevailing practices within the banking industry. Management makes estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Actual results could differ from these estimates. 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. Prior years' financial statements are reclassified to conform with current financial statement presentation. For acquisitions accounted for as pooling-of-interests combinations, the historical consolidated financial statements are restated to include the accounts and results of operations. For acquisitions using the purchase method of accounting, the assets acquired and liabilities assumed are adjusted to fair market values at the date of acquisition, and the resulting net discount or premium is 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 (weighted average of 18 years). Core deposit intangible assets are amortized on an accelerated method over 10 years. LOANS HELD FOR SALE Loans held for sale, normally mortgages, 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 CREDIT LOSSES The allowance for credit losses reflects management's assessment of possible losses inherent in the Corporation's on- and off-balance sheet credit portfolio. The allowance for credit losses attributable to the off-balance sheet credit portfolio is not material. The allowance for credit losses is allocated to each loan category based on a defined methodology, which has been in use, without material change, for several years. First, an internal risk rating is assigned to each commercial loan. Included in that risk rating is management's assessment of the potential failure of a customer to be adequately prepared for the year 2000, but only in those instances where management has significant information that a customer may not be adequately prepared. Management then assigns a projected loss ratio to each risk rating based on numerous factors identified below. A detailed credit quality review is performed quarterly on certain commercial loans which have deteriorated below certain levels of credit risk, resulting in an additional allocation of a specific portion of the allowance to such loans. The portion of the allowance allocated to consumer loans is determined by applying projected loss ratios to various segments of the loan portfolio. Projected loss ratios incorporate factors such as recent loan loss experience, current economic conditions and trends, geographic dispersion of borrowers, trends with respect to past due and nonaccrual amounts, risk characteristics of various categories and concentrations of loans and transfer risks. However, actual loss ratios experienced in the future could vary from those projected. This uncertainty occurs because a loan's performance depends, not only on economic factors, but also other factors unique to each customer. In addition, the significant diversity in size of corporate loans means that even if the projected number of loans deteriorate, the dollar exposure could significantly vary from estimated amounts. Management also considers industry norms, and the expectations and input from rating agencies and banking regulators in determining the adequacy of the allowance. Loans which are deemed uncollectible are charged off and deducted from the allowance. The provision for credit losses and recoveries on loans previously charged off are added to the allowance. - -------------------------------------------------------------------------------- 1 ACCOUNTING POLICIES (CONTINUED) - -------------------------------------------------------------------------------- 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. Consumer loans are generally not placed on nonaccrual status and are directly charged off no later than 180 days past due, or earlier if deemed uncollectible. Loans other than consumer are generally 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 credit losses. Subsequent write-downs, operating expenses and losses upon sale, if any, are charged to noninterest expenses. STOCK-BASED COMPENSATION The Corporation elected to continue to apply Accounting Principles Board opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in measuring and recognizing compensation expense for its stock-based compensation plans, and to disclose the pro forma effect of applying the fair value method contained in Statement on Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-based Compensation." Information on the Corporation's stock-based compensation plans is included in Note 12. 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. DERIVATIVE FINANCIAL INSTRUMENTS AND FOREIGN EXCHANGE CONTRACTS Interest rate and foreign exchange swaps, interest rate caps and floors, and futures and forward contracts may be used to manage the Corporation's exposure to interest rate and foreign currency risks. These instruments, with the exception of futures and forwards, are accounted for on an accrual basis since there is a high correlation with the on-balance sheet instrument being hedged. If this correlation ceases to exist, the existing unrealized gain or loss is amortized over the remaining term of the instrument, and future changes in fair value are accounted for in noninterest income or expense. Net interest income or expense, including premiums paid or received, is recognized over the life of the contract and reported as an adjustment to interest expense. Realized gains and losses on futures and forwards are generally deferred and amortized over the life of the contract as an adjustment to net interest income. Gains or losses on early termination of risk management derivative financial instruments are deferred and amortized as an adjustment to the yields of the related assets or liabilities over their remaining contractual life. If the designated asset or liability matures, or is disposed of or extinguished, any unrealized gains or losses on the related derivative instrument are recognized currently and reported as an adjustment to interest expense. Foreign exchange futures and forward contracts, foreign currency options, interest rate caps and interest rate swap agreements executed as a service to customers are accounted for on a fair value basis. As a result, the fair values of these instruments are recorded in the consolidated balance sheet with both realized and unrealized gains and losses 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 between the tax basis and financial reporting basis of assets and liabilities. 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 noninterest income. NONOWNER CHANGES IN EQUITY In 1997, the Corporation adopted SFAS No. 130, "Reporting Comprehensive Income." This statement establishes standards for the reporting and display of net income and nonowner changes in equity and its components in a full set of general- purpose financial statements. The Corporation has elected to present information regarding this statement in the Consolidated Statements of Changes in Shareholders' Equity on page 45. The caption "Net income and nonowner changes in equity," represents total comprehensive income as defined in the statement. - -------------------------------------------------------------------------------- 2 ACQUISITIONS - -------------------------------------------------------------------------------- During 1998, Comerica obtained a majority interest in Munder Capital Management, an investment advisory firm. Net income for the third and fourth quarter of 1998 includes the consolidated financial results of Munder. The Corporation's minority interest in periods prior to the third quarter of 1998 was accounted for under the equity method. Intangible assets increased $133 million as a result of the consolidation. The fair market value of total assets acquired and total liabilities assumed was not material. During 1996, Comerica acquired Metrobank, which was accounted for as a purchase. The fair market value of both total assets acquired and total liabilities assumed was $1 billion. The purchase price of the transaction totaled $125 million. Intangible assets recorded were $62 million. - -------------------------------------------------------------------------------- 3 INVESTMENT SECURITIES - -------------------------------------------------------------------------------- Information concerning investment securities as shown in the consolidated balance sheets of the Corporation was as follows: Gross Gross Unrealized Unrealized Estimated (in thousands) Cost Gains Losses Fair Value - -------------------------------------------------------------------------------- December 31, 1998 U.S. government and agency securities $ 2,196,736 $ 13,463 $ 3,993 $ 2,206,206 State and municipal securities 110,711 4,587 48 115,250 Other securities 415,901 2,129 27,321 390,709 - -------------------------------------------------------------------------------- Total securities available for sale $ 2,723,348 $ 20,179 $ 31,362 $ 2,712,165 ================================================================================ December 31, 1997 U.S. government and agency securities $ 3,239,423 $ 24,223 $ 24,994 $ 3,238,652 State and municipal securities 164,394 5,902 244 170,052 Other securities 603,176 7,584 13,502 597,258 - -------------------------------------------------------------------------------- Total securities available for sale $ 4,006,993 $ 37,709 $ 38,740 $ 4,005,962 ================================================================================ 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. December 31, 1998 Estimated (in thousands) Cost Fair Value - -------------------------------------------------------------------------------- Contractual maturity Within one year $ 86,471 $ 86,698 Over one year to five years 229,832 232,735 Over five years to ten years 104,535 94,834 Over ten years 58,508 44,343 - -------------------------------------------------------------------------------- Subtotal securities 479,346 458,610 Mortgage-backed securities 2,158,400 2,167,837 Equity and other nondebt securities 85,602 85,718 - -------------------------------------------------------------------------------- Total securities available for sale $ 2,723,348 $ 2,712,165 ================================================================================ Sales and calls of investment securities available for sale resulted in realized gains and losses as follows: Year Ended December 31 (in thousands) 1998 1997 - -------------------------------------------------------------------------------- Securities gains $ 7,629 $ 6,890 Securities losses (1,513) (1,695) - -------------------------------------------------------------------------------- Total $ 6,116 $ 5,195 ================================================================================ Assets, principally securities, carried at approximately $1.9 billion at December 31, 1998, were pledged to secure public deposits (including State of Michigan deposits of $39 million at December 31, 1998) and for other purposes as required by law. - -------------------------------------------------------------------------------- 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. December 31 (in thousands) 1998 1997 - -------------------------------------------------------------------------------- Nonaccrual loans Commercial loans $ 77,175 $ 58,914 International loans 20,350 1,000 Real estate construction loans 452 3,438 Commercial mortgage loans 6,788 11,088 Residential mortgage loans 3,468 3,719 - -------------------------------------------------------------------------------- Total 108,233 78,159 Reduced-rate loans 7,464 7,583 - -------------------------------------------------------------------------------- Total nonperforming loans 115,697 85,742 Other real estate 4,956 17,046 - -------------------------------------------------------------------------------- Total nonperforming assets $ 120,653 $ 102,788 ================================================================================ Loans past due 90 days and still accruing $ 40,209 $ 52,805 ================================================================================ Gross interest income that would have been recorded had the nonaccrual and reduced-rate loans performed in accordance with original terms $ 13,674 $ 10,088 ================================================================================ Interest income recognized $ 3,899 $ 2,399 ================================================================================ A loan is impaired when it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. Consistent with this definition, all nonaccrual and reduced-rate loans (with the exception of residential mortgage and consumer loans) are impaired. December 31 (in thousands) 1998 1997 1996 - -------------------------------------------------------------------------------- Average impaired loans for the year $ 85,500 $73,502 $114,253 Total period-end impaired loans 101,417 70,470 98,050 Period-end impaired loans requiring an allowance 87,494 60,376 59,960 Impairment allowance 21,951 20,358 19,528 Those impaired loans not requiring an allowance represent loans for which the fair value exceeded the recorded investment in the loan. Eighty-one percent of the total impaired loans at December 31, 1998, are evaluated based on fair value of related collateral. Remaining loan impairment is based on the present value of expected future cash flows discounted at the loan's effective interest rate. - -------------------------------------------------------------------------------- 5 ALLOWANCE FOR CREDIT LOSS - -------------------------------------------------------------------------------- An analysis of changes in the allowance for credit losses follows: (in thousands) 1998 1997 1996 - -------------------------------------------------------------------------------- Balance at January 1 $ 424,147 $ 367,165 $ 341,344 Allowance of institutions purchased/sold -- -- (3,630) Loans charged off (125,627) (131,140) (125,912) Recoveries on loans previously charged off 40,889 42,122 41,363 - -------------------------------------------------------------------------------- Net loans charged off (84,738) (89,018) (84,549) Provision for credit losses 113,000 146,000 114,000 - -------------------------------------------------------------------------------- Balance at December 31 $ 452,409 $ 424,147 $ 367,165 ================================================================================ As a percent of total loans 1.48% 1.47% 1.40% ================================================================================ - -------------------------------------------------------------------------------- 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 credit policies. The Corporation is a regional bank holding company with a geographic concentration of its on-balance sheet and off-balance sheet activities centered 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, 1998 and 1997, exposure from loan commitments and guarantees to companies related to the automotive industry totaled $9.0 billion and $8.3 billion, respectively. Additionally, commercial real estate loans, including commercial mortgages and construction loans, totaled $5.3 billion in 1998 and $4.6 billion in 1997. Approximately $2.4 billion of commercial real estate loans at December 31, 1998, involved 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. - -------------------------------------------------------------------------------- 7 PREMISES AND EQUIPMENT AND OTHER NONCANCELABLE OBLIGATIONS - -------------------------------------------------------------------------------- A summary of premises and equipment at December 31 by major category follows: (in thousands) 1998 1997 - -------------------------------------------------------------------------------- Land $ 49,356 $ 52,934 Buildings and improvements 341,260 353,308 Furniture and equipment 327,498 344,681 - -------------------------------------------------------------------------------- Total cost 718,114 750,923 Less accumulated depreciation and amortization (365,464) (370,766) - -------------------------------------------------------------------------------- Net book value $ 352,650 $ 380,157 ================================================================================ Rental expense for leased properties and equipment amounted to $41 million in 1998 and 1997, and $44 million in 1996. Future minimum payments under noncancelable obligations are as follows: (in thousands) - ------------------------------------------------------------------- 1999 $ 44,466 2000 44,113 2001 40,723 2002 36,497 2003 32,764 2004 and later 283,234 =================================================================== - -------------------------------------------------------------------------------- 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 at December 31, 1998 and 1997: Federal Funds Purchased and Securities Sold Other Under Agreements Borrowed (in thousands) to Repurchase Funds - ---------------------------------------------------------------------- December 31, 1998 Amount outstanding at year-end $ 3,108,985 $ 471,168 Weighted average interest rate at year-end 4.83% 3.91% December 31, 1997 Amount outstanding at year-end $ 592,860 $ 2,600,041 Weighted average interest rate at year-end 5.26% 5.30% ====================================================================== At December 31, 1998, the parent company had available a $250 million commercial paper facility. This facility is supported by a $250 million line of credit agreement, all of which was unused. Under the current agreement the line will expire in May of 1999. - -------------------------------------------------------------------------------- 9 MEDIUM AND LONG-TERM DEBT - -------------------------------------------------------------------------------- Medium- and long-term debt consisted of the following at December 31: December 31: (in thousands) 1998 1997 - -------------------------------------------------------------------------------- Parent Company 7.25% subordinated notes due 2007 $ 159,669 $ 148,509 9.75% subordinated notes due 1999 74,970 74,877 10.125% subordinated debentures due 1998 -- 74,965 - -------------------------------------------------------------------------------- Total parent company 234,639 298,351 Subsidiaries Subordinated notes: 7.25% subordinated notes due 2007 198,301 198,100 8.375% subordinated notes due 2024 155,502 147,938 7.25% subordinated notes due 2002 149,404 149,246 6.875% subordinated notes due 2008 104,186 99,220 7.125% subordinated notes due 2013 155,181 148,224 7.875% subordinated notes due 2026 174,086 146,914 6.00% subordinated notes due 2008 247,798 -- - -------------------------------------------------------------------------------- Total subordinated notes 1,184,458 889,642 Medium-term notes: Floating rate based on LIBOR indices 3,612,076 2,811,793 Floating rate based on Treasury indices 37,000 487,000 Floating rate based on Prime indices -- 1,100,007 Floating rate based on Federal Funds indices -- 349,998 Fixed rate notes with interest rate of 6.65% 199,810 1,349,596 - -------------------------------------------------------------------------------- Total medium-term notes 3,848,886 6,098,394 Notes payable 14,276 -- - -------------------------------------------------------------------------------- Total subsidiaries 5,047,620 6,988,036 - -------------------------------------------------------------------------------- Total medium- and long-term debt $5,282,259 $7,286,387 ================================================================================ Concurrent with the issuance of certain of the medium- and long-term debt presented above, the Corporation entered into interest rate swap agreements to convert the stated rate of the debt to a rate based on the indices identified in the following table: Principal Amount Base of Debt Rate at (in thousands) Converted Base Rate 12/31/98 - -------------------------------------------------------------------------------- Subsidiaries Subordinated notes: 7.25% subordinated notes $200,000 6-month LIBOR 5.16% 7.25% subordinated notes 150,000 6-month LIBOR 5.16 Medium-term notes: Floating rate based on LIBOR indices 108,000 3-month LIBOR 5.28 Floating rate based on Treasury indices 37,000 3-month LIBOR 5.28 Fixed rate notes with interest rate of 6.65% 200,000 3-month LIBOR 5.28 ================================================================================ All subordinated notes and debentures with maturities greater than one year qualify as Tier 2 capital. During 1998, the Corporation terminated certain swaps that hedged the fixed interest rate exposure of several debt instruments. In accordance with policy, the gain resulting from early termination was deferred and is being amortized over the remaining life of the debt. The unamortized balance is included in the carrying value of debt outstanding. The Corporation currently has two medium-term note programs: a senior note program and a European note program. Under these programs, certain bank subsidiaries may offer an aggregate principal amount of up to $9.5 billion. The notes can be issued as fixed or floating rate notes and with terms from one month to 15 years. The interest rates on the floating rate medium-term notes based on LIBOR ranged from three-month LIBOR minus 0.14% to three-month LIBOR plus 0.10%. The notes are due from 1999 to 2002. The interest rate on the floating rate medium-term notes based on U.S. Treasury indices is equal to the two-year Constant Treasury Maturity Rate plus 0.01%. The notes are due in 2000. The fixed rate notes mature in 2000. 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 are as follows: (in thousands) - -------------------------------------------------------------------------------- 1999 $ 2,826,907 2000 469,043 2001 316,517 2002 485,422 2003 2,587 2004 and later 1,181,783 ================================================================================ - -------------------------------------------------------------------------------- 10 SHAREHOLDERS' EQUITY - -------------------------------------------------------------------------------- The board of directors authorized the repurchase of up to 40.5 million shares of Comerica Incorporated common stock for general corporate purposes, acquisitions and employee benefit plans. At December 31, 1998, 20.5 million shares had been repurchased under this program. At December 31, 1998, the Corporation had reserved 8.4 million shares of common stock for issuance to employees and directors under the long-term incentive plans. In January 1998, the Corporation declared a three-for-two stock split, effected in the form of a 50 percent stock dividend paid April 1, 1998. All per share data included in the consolidated financial statements and in the related notes have been retroactively adjusted to reflect the split. The Corporation issued 5 million shares of Fixed/Adjustable Rate Noncumulative Preferred Stock, Series E, with a stated value of $50 per share. Dividends are payable quarterly, at a rate of 6.84% per annum through July 1, 2001. Thereafter, the rate will be equal to 0.625% plus an effective rate, but not less than 7.34% nor greater than 13.34%. The effective rate will be equal to the highest of the Treasury Bill Rate, the Ten Year Constant Treasury Maturity Rate and the Thirty Year Constant Treasury Maturity Rate (as defined in the prospectus). The Corporation, at its option, may redeem all or part of the outstanding shares on or after July 1, 2001. - -------------------------------------------------------------------------------- 11 NET INCOME PER COMMON SHARE - -------------------------------------------------------------------------------- Basic net income per common share is computed by dividing net income applicable to common stock by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income applicable to common stock by the weighted average number of shares, nonvested 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. A computation of earnings per share follows: Year Ended December 31 (in thousands, except per share data) 1998 1997 1996 - -------------------------------------------------------------------------------- Basic Average shares outstanding 155,859 158,333 169,076 ================================================================================ Net income $607,076 $530,476 $417,161 Less preferred stock dividends 17,100 17,100 9,025 - -------------------------------------------------------------------------------- Net income applicable to common stock $589,976 $513,376 $408,136 ================================================================================ Basic net income per common share $3.79 $3.24 $2.41 ================================================================================ Diluted Average shares outstanding 155,859 158,333 169,076 Nonvested stock 191 204 195 Common stock equivalents Net effect of the assumed exercise of stock options 2,707 2,503 1,956 - -------------------------------------------------------------------------------- Diluted average shares 158,757 161,040 171,227 ================================================================================ Net income $607,076 $530,476 $417,161 Less preferred stock dividends 17,100 17,100 9,025 - -------------------------------------------------------------------------------- Net income applicable to common stock $589,976 $513,376 $408,136 ================================================================================ Diluted net income per common share $3.72 $3.19 $2.38 ================================================================================ - -------------------------------------------------------------------------------- 12 LONG-TERM INCENTIVE PLANS - -------------------------------------------------------------------------------- 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 executive officers, directors and key personnel of the Corporation and its subsidiaries. The Corporation has elected to follow Accounting Principles Board opinion No. 25, "Accounting For Stock Issued to Employees" (APB 25) and related Interpretations in accounting for its employee and director stock options. Under APB 25, no compensation expense is recognized because the exercise price of the Corporation's employee and director stock options equals the market price of the underlying stock on the date of grant. The maturity 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. The options may have restrictions regarding exercisability. Pro forma information regarding net income and earnings per share is required under SFAS No. 123, "Accounting for Stock-Based Compensation," and has been determined as if the Corporation had accounted for its employee and director stock options under the fair value method of that Statement. The fair value of options was estimated at the date of grant using a Black-Scholes option pricing model. The Black-Scholes model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. The Black- Scholes model may not necessarily provide a reliable single measure of the fair value of employee and director stock options. The Corporation's employee and director stock options have characteristics significantly different from those of traded options and changes in the subjective input assumptions can materially affect the fair value estimate. The fair value of the options was estimated using a Black-Scholes option valuation model with the following weighted-average assumptions for 1998, 1997 and 1996, respectively: risk-free interest rates of 5.54%, 6.49% and 6.07%; expected dividend yields of 3.45%, 3.77% and 4.00%; expected volatility factors of the market price of Comerica Common Stock of 21%, 20% and 21%; and an expected life of the options of 4.3, 4.4 and 5.0 years. For purposes of pro forma disclosures, the estimated fair value of the options granted in 1995 and thereafter is amortized to expense over the options' vesting period. Since the Corporation's options generally vest over a four-year period, the pro forma disclosures are not indicative of future amounts until SFAS No. 123 is applied to all outstanding nonvested options. Had compensation cost for the Corporation's stock-based compensation plans been determined in accordance with the fair value provisions of SFAS No. 123, net income and earnings per share would have been as follows: (in thousands, except per share data) 1998 1997 1996 - -------------------------------------------------------------------------------- Pro forma net income $578,335 $ 506,875 $404,121 Pro forma earnings per share: Basic $ 3.71 $ 3.20 $ 2.39 Diluted 3.64 3.15 2.36 ================================================================================ Average per Share - -------------------------------------------------------------------------------- Exercise Market Number Price Price - -------------------------------------------------------------------------------- Outstanding--December 31, 1995 6,768,497 $16.39 $ 26.67 Granted 1,894,143 25.61 25.61 Cancelled (321,119) 18.95 28.95 Exercised (1,775,613) 12.78 29.34 Expired -- Acquisition of Metrobank 595,718 8.49 26.42 - -------------------------------------------------------------------------------- Outstanding--December 31, 1996 7,161,626 $18.95 $ 34.92 Granted 1,994,182 40.28 40.28 Cancelled (266,295) 26.00 43.07 Exercised (1,252,170) 15.93 44.81 Expired -- - -------------------------------------------------------------------------------- Outstanding--December 31, 1997 7,637,343 $24.77 $ 60.17 Granted 2,058,542 71.37 71.37 Cancelled (232,617) 42.92 64.33 Exercised (1,213,818) 21.33 64.07 Expired -- - -------------------------------------------------------------------------------- Outstanding--December 31, 1998 8,249,450 $36.39 $ 68.19 ================================================================================ Exercisable--December 31, 1998 4,173,748 Available for grant-- December 31, 1998 104,458 ================================================================================ The following table summarizes information about stock options outstanding at December 31, 1998: Outstanding Exercisable - ------------------------------------------------------------------------------- Average Average Exercise Average Exercise Exercise Price Range Shares Life (a) Price Shares Price - ------------------------------------------------------------------------------- $ 8.59 - $18.00 1,264,438 3.3 $ 13.70 1,263,912 $ 13.70 18.59 - 21.00 1,453,242 5.4 19.01 1,147,004 19.11 21.59 - 25.42 1,817,533 6.3 24.43 1,073,750 23.75 28.33 - 52.67 1,719,856 8.1 39.86 689,082 39.30 65.13 - 71.58 1,994,381 9.2 71.37 -- -- - -------------------------------------------------------------------------------- Total 8,249,450 6.8 $ 36.39 4,173,748 $ 22.00 ================================================================================ (a) Average contractual life remaining in years. - -------------------------------------------------------------------------------- 13 EMPLOYEE BENEFIT PLANS - -------------------------------------------------------------------------------- The Corporation has a defined benefit pension plan in effect for substantially all full-time employees. Staff expense includes income of $3.0 million in 1998, $0.3 million in 1997 and $1.4 million in 1996 for the plan. Benefits under the 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 units of certain collective investment funds administered by Munder Capital Management, equity securities, U.S. government and agency securities and corporate bonds and notes. The Corporation's postretirement benefits plan continues postretirement health care and life insurance benefits for retirees as of December 31, 1992, provides a phase-out for employees over 50 as of that date and substantially reduces all benefits for remaining employees. The Corporation has funded the plan with a company-owned life insurance contract. The following tables set forth reconciliations of the Corporation's pension and postretirement plan obligations and plan assets: Defined Benefit Postretirement Pension Plan Benefit Plan - -------------------------------------------------------------------------------- (in thousands) 1998 1997 1998 1997 - -------------------------------------------------------------------------------- CHANGE IN BENEFIT OBLIGATION: Benefit obligation at January 1 $525,329 $462,776 $81,584 $76,420 Service cost 13,924 12,400 262 273 Interest cost 36,039 33,823 5,509 5,710 Curtailment (5,518) -- -- -- Actuarial (gain)/loss (3,631) 39,720 (423) 5,979 Benefits paid (23,202) (23,390) (6,222) (6,798) - -------------------------------------------------------------------------------- Benefit obligation at December 31 $542,941 $525,329 $80,710 $81,584 =============================================================================== CHANGE IN PLAN ASSETS: Fair value of plan assets at January 1 $585,215 $515,164 $86,727 $80,547 Actual return on plan assets 66,181 89,527 4,226 7,941 Employer contributions -- 3,914 3,581 5,037 Benefits paid (23,202) (23,390) (6,222) (6,798) - -------------------------------------------------------------------------------- Fair value of plan assets at December 31 $628,194 $585,215 $88,312 $86,727 ================================================================================ The following table sets forth the funded status of the defined benefit pension and postretirement plan and amounts recognized on the Corporation's balance sheet: Defined Benefit Postretirement Pension Plan Benefit Plan - -------------------------------------------------------------------------------- (in thousands) 1998 1997 1998 1997 - -------------------------------------------------------------------------------- Funded status at December 31 $ 85,253 $ 59,886 $ 7,602 $ 5,143 Unrecognized net gain (44,829) (22,834) (7,115) (8,294) Unrecognized net transition (asset)/obligation (10,524) (15,358) 64,477 69,105 Unrecognized prior service cost (2,394) (2,956) -- -- - -------------------------------------------------------------------------------- Prepaid benefit cost $ 27,506 $ 18,738 $ 64,964 $65,954 ================================================================================ Components of net periodic benefit cost/(income): Defined Benefit Pension Plan (in thousands) 1998 1997 1996 - -------------------------------------------------------------------------------- Service cost $ 13,924 $ 12,400 $ 11,675 Interest cost 36,039 33,823 31,572 Expected return on plan assets (48,887) (42,313) (39,654) Amortization of unrecognized transition asset (4,834) (4,834) (4,834) Amortization of unrecognized prior service cost (331) (353) (338) Amortization of unrecognized net loss 1,071 978 188 - -------------------------------------------------------------------------------- Net periodic benefit income $ (3,018) $ (299) $ (1,391) ================================================================================ Postretirement Benefit Plan (in thousands) 1998 1997 1996 - -------------------------------------------------------------------------------- Service cost $ 262 $ 273 $ 402 Interest cost 5,509 5,710 5,597 Expected return on plan assets (5,829) (5,413) (5,205) Amortization of unrecognized transition obligation 4,628 4,628 4,628 Amortization of unrecognized net gain -- (56) (377) - -------------------------------------------------------------------------------- Net periodic benefit cost $ 4,570 $ 5,142 $ 5,045 ================================================================================ Actuarial assumptions were as follows: Defined Benefit Pension Plan 1998 1997 1996 - -------------------------------------------------------------------------------- Discount rate used in determining benefit obligation 7.0% 7.0% 7.5% Long-term rate of return on assets 9.0% 9.0% 9.0% Rate of compensation increase 5.0% 5.0% 5.0% ================================================================================ Postretirement Benefit Plan 1998 1997 1996 - -------------------------------------------------------------------------------- Discount rate used in determining benefit obligation 7.0% 7.0% 7.5% Long-term rate of return on assets 6.7% 6.7% 6.7% ================================================================================ A 6 percent health care cost trend rate was projected for 1998 and is assumed to decrease gradually to 5 percent during 1999, remaining constant thereafter. Increasing each health care rate by one percentage point would increase the accumulated postretirement benefit obligation by $6 million at December 31, 1998, and the aggregate of the service and interest cost components by $392 thousand for the year ended December 31, 1998. Decreasing each health care rate by one percentage point would decrease the accumulated postretirement benefit obligation by $5 million at December 31, 1998, and the aggregate of the service and interest cost components by $341 thousand for the year ended December 31, 1998. The Corporation also maintains defined contribution plans (including 401(k) plans) for various groups of its employees. All of the Corporation's salaried and regular part-time employees are eligible to participate in one or more of the plans. The Corporation makes matching contributions, most of which are based on a declining percentage of employee contributions (currently, maximum per employee is $1,000) as well as a performance-based matching contribution based on the Corporation's financial performance. Staff expense includes expense of $10.3 million in 1998, $9.7 million in 1997 and $10.4 million in 1996 for the plans. - -------------------------------------------------------------------------------- 14 INCOME TAXES - -------------------------------------------------------------------------------- The current and deferred components of income taxes were as follows: (in thousands) 1998 1997 1996 - -------------------------------------------------------------------------------- Currently payable Federal $245,486 $239,680 $225,863 Foreign 27,263 30,723 5,912 State and local 13,847 15,584 11,039 - -------------------------------------------------------------------------------- 286,596 285,987 242,814 Deferred federal, state and local 37,703 279 (13,769) - -------------------------------------------------------------------------------- Total $324,299 $286,266 $229,045 ================================================================================ There were $2.1 million, $1.8 million and $4.8 million of income taxes provided on securities transactions in 1998, 1997 and 1996, respectively. The principal components of deferred tax (assets) liabilities at December 31 were as follows: (in thousands) 1998 1997 - -------------------------------------------------------------------------------- Allowance for credit losses $(142,889) $(132,990) Lease financing transactions 165,974 122,127 Allowance for depreciation 10,899 15,567 Deferred loan origination fees and costs (25,554) (20,088) Investment securities available for sale (3,507) (149) Employee benefits (6,824) (7,625) Restructuring charge -- (10,150) Other temporary differences, net (35,563) (34,440) - -------------------------------------------------------------------------------- Total $ (37,464) $ (67,748) ================================================================================ The provision for income taxes differs from that computed by applying the federal statutory rate of 35 percent for the reasons in the following analysis: (in thousands) 1998 1997 1996 - -------------------------------------------------------------------------------- Tax based on federal statutory rate $325,981 $285,860 $226,172 Effect of tax-exempt interest income (4,039) (5,687) (8,842) Other 2,357 6,093 11,715 - -------------------------------------------------------------------------------- Provision for income taxes $324,299 $286,266 $229,045 ================================================================================ - -------------------------------------------------------------------------------- 15 RESTRUCTURING - -------------------------------------------------------------------------------- The Corporation recorded a restructuring charge of $90 million in 1996 in connection with a program to improve efficiency, revenue and customer service. The charge only includes direct and incremental costs associated with the program. The table at right provides details on the restructuring-related reserve which was eliminated in 1998. Termination benefits primarily include severance payments. The occupancy and equipment portion consists of lease termination costs, space consolidation and estimated losses on the disposal of vacated properties. Other charges consist primarily of the project costs incurred during the assessment phase of the program. An adjustment of $7 million, netted against noninterest expenses, was made to eliminate the restructuring liability in 1998. Occupancy Employee and (in thousands) Termination Equipment Other Total - -------------------------------------------------------------------------------- Balances at 12/31/96 $ 48,000 $ 21,000 $ 21,000 $ 90,000 Activity (38,000) (10,000) (13,000) (61,000) - -------------------------------------------------------------------------------- Balances at 12/31/97 $ 10,000 $ 11,000 $ 8,000 $ 29,000 Activity (10,000) (6,000) (6,000) (22,000) Adjustment -- (5,000) (2,000) (7,000) - -------------------------------------------------------------------------------- Balances at 12/31/98 $ -- $ -- $ -- $ -- ================================================================================ - -------------------------------------------------------------------------------- 16 TRANSACTIONS WITH RELATED PARTIES - -------------------------------------------------------------------------------- The 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 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, 1998, approximated $177 million at the beginning and $309 million at the end of 1998. During 1998, new loans to related parties aggregated $304 million and repayments totaled $172 million. - -------------------------------------------------------------------------------- 17 REGULATORY CAPITAL AND 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 $543 million at January 1, 1999, plus current year's 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 $442 million in 1998, $354 million in 1997 and $322 million in 1996. The Corporation and its banking subsidiaries are subject to various regulatory capital requirements administered by the federal banking agencies. Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios of Tier 1 and total capital (as defined in the regulations) to average and risk-weighted assets. At December 31, 1998, the Corporation and all of its banking subsidiaries exceeded the ratios required for an institution to be considered "well capitalized" (total capital ratio greater than 10 percent). At December 31, 1997, the Corporation and its Comerica Bank subsidiary exceeded the ratios required to be considered "adequately capitalized" (total capital ratio greater than 8 percent). Comerica Bank-Texas and Comerica Bank-California exceeded the ratios required to be "well capitalized" at year-end 1997. The following is a summary of the capital position of the Corporation and its significant banking subsidiaries:
Comerica Inc. Comerica Comerica Bank- Comerica Bank- (in thousands) (Consolidated) Bank Texas California - ----------------------------------------------------------------------------------------------------------- December 31, 1998 Tier 1 capital $2,699,143 $2,263,522 $310,743 $330,998 Total capital 4,435,977 3,740,843 407,268 453,387 Tier 1 capital to average assets (minimum-3.0%) 7.68% 8.02% 8.12% 8.04% Tier 1 capital to risk-weighted assets (minimum-4.0%) 6.26 6.42 8.07 7.35 Total capital to risk-weighted assets (minimum-8.0%) 10.28 10.60 10.58 10.07 December 31, 1997 Tier 1 capital $2,513,820 $2,037,217 $325,394 $329,963 Total capital 3,961,243 3,243,206 359,674 370,531 Tier 1 capital to average assets (minimum-3.0%) 7.09% 7.15% 8.92% 9.07% Tier 1 capital to risk-weighted assets (minimum-4.0%) 6.28 6.20 9.43 9.03 Total capital to risk-weighted assets (minimum-8.0%) 9.90 9.87 10.42 10.14 - -----------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 18 FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK - -------------------------------------------------------------------------------- In the normal course of business, the Corporation enters into various off- balance sheet transactions involving derivative financial instruments, foreign exchange contracts 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. These financial instruments involve, to varying degrees, elements of credit and market risk in excess of the amount reflected in the consolidated balance sheets. Credit risk is the possible loss that may occur in the event of nonperformance by the counterparty to a financial instrument. The Corporation attempts to minimize credit risk arising from off-balance sheet financial instruments by evaluating the creditworthiness of each counterparty adhering to the same credit approval process used for traditional lending activities. Counterparty risk limits and monitoring procedures have also been established to facilitate the management of credit risk. Collateral is obtained, if deemed necessary, based on the results of management's credit evaluation. Collateral varies, but may include cash, investment securities, accounts receivable, inventory, property, plant and equipment or real estate. Derivative financial instruments and foreign exchange contracts are traded over an organized exchange or negotiated over-the-counter. Credit risk associated with exchange-traded contracts is typically assumed by the organized exchange. Over-the-counter contracts are tailored to meet the needs of the counterparties involved and, therefore, contain a greater degree of credit risk and liquidity risk than exchange-traded contracts which have standardized terms and readily available price information. The Corporation reduces exposure to credit and liquidity risks from over-the-counter derivative and foreign exchange contracts by conducting such transactions with investment-grade domestic and foreign investment banks or commercial banks. - ------------------------------------------------------------------------------- 18 FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (CONTINUED) - ------------------------------------------------------------------------------- Market risk is the potential loss that may result from movements in interest or foreign currency rates which cause an unfavorable change in the value of a financial instrument. The Corporation manages this risk by establishing counterparty and monetary exposure limits and monitoring compliance with those limits. Market risk arising from derivative and foreign exchange positions entered into on behalf of customers is reflected in the consolidated financial statements and may be mitigated by entering into offsetting transactions. Market risk inherent in off-balance sheet derivative and foreign exchange contracts held or issued for risk management purposes is generally offset by changes in the value of rate sensitive on-balance sheet assets or liabilities. Termination of derivative contracts, other than by a counterparty, is unlikely as a particular instrument can be offset by entering into an opposite-effect derivative product to facilitate risk management strategies. DERIVATIVE FINANCIAL INSTRUMENTS AND FOREIGN EXCHANGE CONTRACTS The Corporation, as an end-user, employs a variety of off-balance sheet financial instruments for risk management purposes. Activity related to these instruments is centered predominantly in the interest rate markets and mainly involves interest rate swaps. Various other types of instruments are also used to manage exposures to market risks, including interest rate caps and floors, total return swaps, foreign exchange forward contracts and foreign exchange swap agreements. Refer to the section entitled "Risk Management Derivative Financial Instruments and Foreign Exchange Contracts" in the financial review on page 37 for further information about the Corporation's objectives for using such instruments. The following table presents the composition of off-balance sheet derivative financial instruments and foreign exchange contracts, excluding commitments, held or issued for risk management purposes at December 31, 1998 and 1997. Notional amounts, which represent the extent of involvement in the derivatives market, are generally used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the consolidated balance sheets. During 1998, the Corporation terminated its portfolio of zero-coupon interest rate swaps. The notional amount of these swaps totaled $700 million. A portion of these swaps were replaced with paying swaps. The Corporation also terminated its portfolio of principal only total return swaps in conjunction with divesting the mortgage servicing business. The notional amount of these swaps was $55 million. Credit risk, which excludes the effects of any collateral or netting arrangements, is measured as the cost to replace, at current market rates, contracts in a profitable position. The amount of this exposure is represented by the gross unrealized gains on derivative and foreign exchange contracts. Notional/ Contract Unrealized Unrealized Fair (in millions) Amount Gains Losses Value - -------------------------------------------------------------------------------- December 31, 1998 Risk management Interest rate contracts: Swaps $6,869 $152 $ (6) $146 Options, caps and floors purchased 15 -- -- -- Caps written -- -- -- -- - -------------------------------------------------------------------------------- Total interest rate contracts 6,884 152 (6) 146 Foreign exchange contracts: Spot and forwards 782 32 (29) 3 Swaps 131 12 -- 12 - -------------------------------------------------------------------------------- Total foreign exchange contracts 913 44 (29) 15 - -------------------------------------------------------------------------------- Total risk management $7,797 $196 $(35) $161 ================================================================================ December 31, 1997 Risk management Interest rate contracts: Swaps $8,515 $137 $(14) $123 Options, caps and floors purchased 52 -- -- -- Caps written -- -- -- -- - -------------------------------------------------------------------------------- Total interest rate contracts 8,567 137 (14) 123 Foreign exchange contracts: Spot and forwards 445 12 (9) 3 Swaps 154 5 -- 5 - -------------------------------------------------------------------------------- Total foreign exchange contracts 599 17 (9) 8 - -------------------------------------------------------------------------------- Total risk management $9,166 $154 $(23) $131 ================================================================================ Bilateral collateral agreements with counterparties covered 94 percent and 93 percent of the notional amount of interest rate derivative contracts at December 31, 1998 and 1997, respectively. These agreements reduce credit risk by providing for the exchange of marketable investment securities to secure amounts due on contracts in an unrealized gain position. In addition, at December 31, 1998, master netting arrangements had been established with all interest rate swap counterparties and certain foreign exchange counterparties. These arrangements effectively reduce credit risk by permitting settlement, on a net basis, of contracts entered into with the same counterparty. The Corporation has not experienced any material credit losses associated with derivative or foreign exchange contracts. - -------------------------------------------------------------------------------- 18 FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (CONTINUED) - -------------------------------------------------------------------------------- On a limited scale, fee income is earned from entering into various transactions, principally foreign exchange contracts and interest rate caps, at the request of customers. The Corporation does not speculate in derivative financial instruments for the purpose of profiting in the short-term from favorable movements in market rates. Fair values for customer initiated and other derivative and foreign exchange contracts represent the net unrealized gains or losses on such contracts and are recorded in the consolidated balance sheets. Changes in fair value are recognized in the consolidated income statements. For the year ended December 31, 1998, unrealized gains and unrealized losses on customer-initiated and other foreign exchange contracts averaged $14 million and $9 million, respectively. For the year ended December 31, 1997, unrealized gains and unrealized losses averaged $23 million and $18 million, respectively. These contracts also generated noninterest income of $9 million in 1998 and $7 million in 1997. Average positive and negative fair values and income related to customer-initiated and other interest rate contracts were not material for 1998 and 1997. The following table presents the composition of off-balance sheet derivative financial instruments and foreign exchange contracts held or issued in connection with customer-initiated and other activities at December 31, 1998 and 1997. Notional/ Contract Unrealized Unrealized Fair (in millions) Amount Gains Losses Value - -------------------------------------------------------------------------------- December 31, 1998 Customer-initiated and other Interest rate contracts: Caps and floors written $ 241 $-- $ (1) $ (1) Caps and floors purchased 176 1 -- 1 Swaps 264 7 (6) 1 - -------------------------------------------------------------------------------- Total interest rate contracts 681 8 (7) 1 Foreign exchange contracts: Spot, forwards, futures and options 673 20 (13) 7 - -------------------------------------------------------------------------------- Total customer-initiated and other $1,354 $28 $(20) $ 8 ================================================================================ December 31, 1997 Customer-initiated and other Interest rate contracts: Caps written $ 314 $-- $ -- $ -- Floors purchased 32 -- -- -- Swaps 150 6 (6) -- - -------------------------------------------------------------------------------- Total interest rate contracts 496 6 (6) -- Foreign exchange contracts: Spot, forwards, futures and options 1,837 37 (33) 4 - -------------------------------------------------------------------------------- Total customer-initiated and other $2,333 $43 $(39) $ 4 ================================================================================ Detailed discussions of each class of derivative financial instrument and foreign exchange contract held or issued by the Corporation for both risk management and customer-initiated and other activities are provided below. INTEREST RATE SWAPS Interest rate swaps are agreements in which two parties periodically exchange fixed cash payments for variable payments based on a designated market rate or index (or variable payments based on two different rates or indices for basis swaps), applied to a specified notional amount until a stated maturity. In some cases, the payments may be based on the change in the value of an underlying security. The Corporation's swap agreements are structured such that variable payments are primarily based on one-month and three-month LIBOR. These instruments are principally negotiated over-the-counter and are subject to credit risk, market risk and liquidity risk. INTEREST RATE OPTIONS, INCLUDING CAPS AND FLOORS Option contracts grant the option holder the right to buy or sell an underlying financial instrument for a predetermined price before the contract expires. Interest rate caps and floors are option-based contracts which entitle the buyer to receive cash payments based on the difference between a designated reference rate and the strike price, applied to a notional amount. Written options, primarily caps, expose the Corporation to market risk but not credit risk. A fee is received at inception for assuming the risk of unfavorable changes in interest rates. Purchased options contain both credit and market risk; however, market risk is limited to the fee paid. Options are either exchange-traded or negotiated over-the-counter. All interest rate caps and floors are over-the- counter agreements. FOREIGN EXCHANGE CONTRACTS The Corporation uses foreign exchange rate swaps, including generic receive variable swaps and cross-currency swaps, for risk management purposes. Generic receive variable swaps involve payment, in a foreign currency, of the difference between a contractually fixed exchange rate and an average exchange rate determined at settlement, applied to a notional amount. Cross-currency swaps involve the exchange of both interest and principal amounts in two different currencies. Other foreign exchange contracts such as futures, forwards and options are primarily entered into as a service to customers and to offset market risk arising from such positions. Futures and forward contracts require the delivery or receipt of foreign currency at a specified date and exchange rate. Foreign currency options allow the holder to purchase or sell a foreign currency at a specified date and price. Foreign exchange futures are exchange- traded, while forwards, swaps and most options are negotiated over-the-counter. Foreign exchange contracts expose the Corporation to both market risk and credit risk. - -------------------------------------------------------------------------------- 18 FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (CONTINUED) - -------------------------------------------------------------------------------- COMMITMENTS The Corporation also enters into commitments to purchase or sell earning assets for risk management purposes. These transactions, which are similar in nature to forward contracts, did not have a material impact on the consolidated financial statements for the years ended December 31, 1998 and 1997. Commitments to purchase and sell U.S. Treasury and municipal bond securities related to the Corporation's trading account totaled $17 million and $2 million at December 31, 1998 and 1997, respectively. At December 31, 1997, $30 million of commitments with settlement terms of up to 120 days had been initiated to reduce interest rate risk on fixed rate residential mortgage loans originated or held for sale. No such commitments were outstanding at year-end 1998. Outstanding commitments expose the Corporation to both credit and market risk. Available credit lines on fixed rate credit card and check product accounts, which have characteristics similar to option contracts, totaled $1.6 billion and $1.8 billion at December 31, 1998 and 1997, respectively. These commitments expose the Corporation to the risk of a reduction in net interest income as interest rates increase. Market risk exposure arising from fixed rate revolving credit commitments is very limited, however, since it is unlikely that a significant number of customers with these accounts will simultaneously borrow up to their maximum available credit lines. Additional information concerning unused commitments to extend credit is provided in the "Credit-Related Financial Instruments" section below. CREDIT-RELATED FINANCIAL INSTRUMENTS The Corporation issues off-balance sheet financial instruments in connection with commercial and consumer lending activities. Credit risk associated with these instruments is represented by the contractual amounts indicated in the following table: (in millions) 1998 1997 - ----------------------------------------------------------------------------- Unused commitments to extend credit $28,393 $27,528 Standby letters of credit and financial guarantees 3,632 3,088 Commercial letters of credit 328 449 Credit default swaps 44 26 ============================================================================= UNUSED COMMITMENTS TO EXTEND CREDIT Commitments to extend credit are legally binding agreements to lend to a customer, provided there is no violation of any condition established in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments expire without being drawn upon, the total contractual amount of commitments does not necessarily represent future cash requirements of the Corporation. Total unused commitments to extend credit at December 31, 1998 and 1997, included $3 billion and $4 billion, respectively, of variable and fixed rate revolving credit commitments. Other unused loan commitments, primarily variable rate, totaled $25 billion at December 31, 1998, and $24 billion at December 31, 1997. STANDBY AND COMMERCIAL LETTERS OF CREDIT AND FINANCIAL GUARANTEES Standby and commercial letters of credit and financial guarantees represent conditional obligations of the Corporation which guarantee the performance of a customer to a third party. Standby letters of credit and financial guarantees are 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, defined as those maturing beyond one year, expire in decreasing amounts through the year 2012, and were $1,432 million and $1,309 million at December 31, 1998 and 1997, respectively. The remaining standby letters of credit and financial guarantees, which mature within one year, totaled $2,200 million and $1,779 million at December 31, 1998 and 1997, respectively. Commercial letters of credit are issued to finance foreign or domestic trade transactions. CREDIT DEFAULT SWAPS Credit default swaps allow the Corporation to diversify its loan portfolio by assuming credit exposure from different borrowers or industries without actually extending credit in the form of a loan. Credit risk associated with credit default swaps was $44 million at December 31, 1998 and $26 million at December 31, 1997. - -------------------------------------------------------------------------------- 19 CONTINGENT LIABILITIES - -------------------------------------------------------------------------------- The Corporation and its subsidiaries are parties to 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 with reasonable certainty, management, after consultation with legal counsel, believes that the litigation and claims, some of which are substantial, will not have a material adverse effect on the Corporation's consolidated financial position. In addition, management cannot predict with reasonable certainty the likelihood, or the impact, of any future claims that may be brought against the Corporation. For example, although the Corporation is not currently a named defendant in any lawsuits involving year 2000 readiness, it is impossible to know whether any claims in connection with the year 2000 will be asserted in the future, and the potential liability, if any, that may arise from such claims. - -------------------------------------------------------------------------------- 20 USAGE RESTRICTIONS - -------------------------------------------------------------------------------- Cash and due from banks may include 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, 1998 and 1997, the Federal Reserve balances were $269 million and $587 million, respectively. - -------------------------------------------------------------------------------- 21 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, 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. Loans 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 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. Loan servicing rights: The estimated fair value represents those servicing rights recorded under SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." Fair value is computed using discounted cash flow analyses, using interest rates and prepayment speed assumptions currently quoted for comparable instruments. - -------------------------------------------------------------------------------- 21 ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) - -------------------------------------------------------------------------------- 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 its 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 and foreign exchange contracts: The estimated fair value of interest rate swaps represents the amount the Corporation would receive or pay to terminate or otherwise settle the contracts at the balance sheet date, taking into consideration current unrealized gains and losses on open contracts. The estimated fair value of foreign exchange futures and forward contracts and commitments to purchase or sell financial instruments are based on quoted market prices. The estimated fair value of interest rate and foreign currency options (including interest rate caps and floors) are determined using option pricing models. 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, 1998 and 1997 are as follows: 1998 1997 - -------------------------------------------------------------------------------- Carrying Estimated Carrying Estimated (in millions) Amount Fair Value Amount Fair Value - -------------------------------------------------------------------------------- ASSETS Cash and short-term investments $ 1,830 $ 1,830 $ 2,080 $ 2,080 Trading account securities 6 6 9 9 Loans held for sale 46 46 41 41 Investment securities available for sale 2,712 2,712 4,006 4,006 Commercial loans 19,086 19,016 15,805 15,743 International loans 2,713 2,696 2,085 2,080 Real estate construction loans 1,080 1,075 941 933 Commercial mortgage loans 4,179 4,216 3,634 3,617 Residential mortgage loans 1,038 1,071 1,565 1,608 Consumer loans 1,862 1,807 4,348 4,231 Lease financing 647 648 517 518 - -------------------------------------------------------------------------------- Total loans 30,605 30,529 28,895 28,730 Less allowance for credit losses (452) -- (424) -- - -------------------------------------------------------------------------------- Net loans 30,153 30,529 28,471 28,730 Customers' liability on acceptances outstanding 12 12 18 18 Loan servicing rights 4 4 28 31 LIABILITIES Demand deposits (noninterest-bearing) 6,999 6,999 6,761 6,761 Interest-bearing deposits 17,314 17,340 15,825 15,840 - -------------------------------------------------------------------------------- Total deposits 24,313 24,339 22,586 22,601 Short-term borrowings 3,580 3,580 3,193 3,193 Acceptances outstanding 12 12 18 18 Medium- and long-term debt 5,282 5,355 7,286 7,395 OFF-BALANCE SHEET FINANCIAL INSTRUMENTS Derivative financial instruments and foreign exchange contracts Risk management: Unrealized gains -- 196 -- 154 Unrealized losses -- (35) -- (23) Customer-initiated and other: Unrealized gains 28 28 43 43 Unrealized losses (20) (20) (39) (39) Credit-related financial instruments -- (13) -- (13) ================================================================================ - -------------------------------------------------------------------------------- 22 BUSINESS SEGMENT INFORMATION - -------------------------------------------------------------------------------- The Corporation has strategically aligned its operations into three major lines of business: the Business Bank, the Individual Bank and the Investment Bank. These lines of business are differentiated based on the products and services provided. Lines of business results are produced by the Corporation's internal management accounting system. This system measures financial results based on the internal organizational structure of the Corporation; information presented is not necessarily comparable with similar information for any other financial institution. The management accounting system assigns balance sheet and income statement items to each line of business using certain methodologies which are constantly being refined. For comparability purposes, amounts in all periods are based on methodologies in effect at December 31, 1998. These methodologies, which are briefly summarized in the following paragraph, may be modified as management accounting systems are enhanced and changes occur in the organizational structure or product lines. In addition to the three major lines of business, the Finance Division is also reported as a segment. The Corporation's internal funds transfer pricing system records cost of funds or credit for funds using a combination of matched maturity funding for certain assets and liabilities and a blended rate based on various maturities for the remaining assets and liabilities. The credit loss provision is assigned based on the amount necessary to maintain an allowance for credit losses adequate for that line of business. Noninterest income and expenses directly attributable to a line of business are assigned to that business. Direct expenses incurred by areas whose services support the overall Corporation are allocated to the business lines as follows: Product processing expenditures are allocated based on standard unit costs applied to actual volume measurements; administrative expenses are allocated based on estimated time expended; and corporate overhead is assigned based on the ratio of a line of business' noninterest expenses to total noninterest expenses incurred by all business lines. Common equity is allocated based on credit, operational and business risks. The following discussion provides information about the activities of each line of business. A discussion of the financial results and the factors impacting 1998 performance can be found in the section entitled "Strategic Lines of Business" in the financial review on page 30. The Business Bank is comprised of middle market lending, asset-based lending, large corporate banking and international financial services. This line of business meets the needs of medium-size businesses, multinational corporations and governmental entities by offering various products and services, including commercial loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services and loan syndication services. The Individual Bank includes consumer lending, consumer deposit gathering, mortgage loan origination and servicing, small business banking (annual sales under $5 million) and private banking. This line of business offers a variety of consumer products, including deposit accounts, direct and indirect installment loans, credit cards, home equity lines of credit and residential mortgage loans. In addition, a full range of financial services is provided to small businesses and municipalities. Private lending and personal trust services are also provided to meet the personal financial needs of affluent individuals (as defined by individual net income or wealth). The Investment Bank is responsible for the sale of mutual fund and annuity products, as well as life, disability and long-term care insurance products. This line of business also offers institutional trust products, retirement services and provides investment management and advisory services, investment banking and discount securities brokerage services. The Finance segment includes the Corporation's securities portfolio and asset and liability management activities. This segment is responsible for managing the Corporation's funding, liquidity and capital needs, performing interest sensitivity gap and earnings simulation analysis and executing various strategies to manage the Corporation's exposure to interest rate risk. The Other category includes divested business lines, the income and expense impact of cash and credit loss reserves not assigned to specific business lines, miscellaneous other items of a corporate nature and certain direct expenses not allocated to business lines. Information in this note complies with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" as of December 31, 1998, which established standards for the way public business enterprises report information about operating segments in annual financial statements and interim financial reports issued to shareholders. - -------------------------------------------------------------------------------- 22 BUSINESS SEGMENT INFORMATION (CONTINUED) - -------------------------------------------------------------------------------- Lines of business/segment financial results were as follows:
Business Bank Individual Bank Investment Bank* - ------------------------------------------------------------------------------------------------------------------------------------ (dollar amounts in millions) 1998 1997 1996 1998 1997 1996 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------------------------------ EARNINGS SUMMARY Net interest income (FTE) $ 746 $ 658 $ 621 $ 679 $ 754 $ 776 $ (3) $ (2) $ (1) Provision for credit losses 79 (11) 2 (14) 82 109 -- -- -- Noninterest income 154 128 122 300 269 277 122 107 94 Noninterest expenses 308 299 294 586 598 659 113 101 90 Restructuring charge -- -- -- -- -- -- -- -- -- Provision for income taxes 185 181 163 142 120 101 2 1 1 Net income (loss) 328 317 284 265 223 184 4 3 2 SELECTED AVERAGE BALANCES Assets $22,908 $19,884 $17,397 $ 7,651 $ 9,534 $ 9,881 $ 33 $ 28 $ 22 Loans 21,555 18,276 16,156 7,076 8,936 9,201 1 -- -- Deposits 4,332 3,929 3,914 17,213 17,055 17,262 34 41 48 Common equity 1,340 1,062 941 736 769 707 27 23 17 STATISTICAL DATA Return on average assets 1.43% 1.60% 1.63% 1.47% 1.24% 1.02% 5.62% 4.15% 2.67% Return on average common equity 24.49 29.93 30.18 35.98 28.95 26.09 14.29 12.84 11.01 Efficiency ratio 34.51 38.35 39.74 59.82 58.39 62.73 n/m n/m n/m Finance Other Total - ------------------------------------------------------------------------------------------------------------------------------------ 1998 1997 1996 1998 1997 1996 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------------------------------ EARNINGS SUMMARY Net interest income (FTE) $ 46 $ 40 $ 27 $ -- $ 2 $ 4 $ 1,468 $ 1,452 $ 1,427 Provision for credit losses -- -- -- 48 75 3 113 146 114 Noninterest income 8 4 6 19 20 8 603 528 507 Noninterest expenses 3 3 3 17 7 23 1,027 1,008 1,069 Restructuring charge -- -- -- (7) -- 90 (7) -- 90 Provision for income taxes 18 15 10 (16) (21) (31) 331 296 244 Net income (loss) 33 26 20 (23) (39) (73) 607 530 417 SELECTED AVERAGE BALANCES Assets $ 4,320 $ 5,152 $ 7,375 $ 75 $ 271 $ (480) $34,987 $34,869 $34,195 Loans 280 70 224 (313) (73) (229) 28,599 27,209 25,352 Deposits 704 902 931 (30) 19 103 22,253 21,946 22,258 Common equity 333 294 364 181 260 525 2,617 2,408 2,554 STATISTICAL DATA Return on average assets 0.28% 0.22% 0.17% n/m% n/m% n/m% 1.74% 1.52% 1.22% Return on average common equity 10.01 8.99 5.39 n/m n/m n/m 22.54 21.32 15.98 Efficiency ratio n/m n/m n/m n/m n/m n/m 49.39 51.04 60.36 ====================================================================================================================================
*Included in noninterest expenses are fees internally transferred to other lines of business for referrals to the Investment Bank. If excluded, Investment Bank net income would have been $8 million in 1998, $6 million in 1997 and $2 million in 1996. Return on average common equity would have been 31.49% in 1998, 27.89% in 1997 and 11.01% in 1996. n/m - not meaningful - -------------------------------------------------------------------------------- 23 PARENT COMPANY FINANCIAL STATEMENTS - --------------------------------------------------------------------------------
BALANCE SHEETS--Comerica Incorporated December 31 (in thousands, except share data) 1998 1997 - -------------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 2,728 $ 372 Time deposits with banks 22,600 80,400 Investment securities available for sale 22,392 20,822 Investment in subsidiaries, principally banks 3,280,384 3,017,058 Premises and equipment 5,855 6,566 Other assets 57,235 40,009 - -------------------------------------------------------------------------------------------------------------- Total assets $3,391,194 $3,165,227 ============================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Long-term debt $ 234,639 $ 298,351 Other liabilities 109,942 105,100 - -------------------------------------------------------------------------------------------------------------- Total liabilities 344,581 403,451 Nonredeemable preferred stock--$50 stated value Authorized--5,000,000 shares Issued--5,000,000 shares in 1998 and 1997 250,000 250,000 Common stock--$5 par value Authorized--325,000,000 shares Issued--157,233,088 shares in 1998 and 156,815,367 shares in 1997 786,165 784,077 Capital surplus 24,649 -- Unrealized net losses on investment securities available for sale (6,455) (1,937) Retained earnings 2,086,589 1,731,419 Deferred compensation (5,202) (1,783) Less cost of common stock in treasury--1,351,997 shares in 1998 (89,133) -- - -------------------------------------------------------------------------------------------------------------- Total shareholders' equity 3,046,613 2,761,776 - -------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $3,391,194 $3,165,227 ============================================================================================================== STATEMENTS OF INCOME--Comerica Incorporated Year Ended December 31 (in thousands) 1998 1997 1996 - -------------------------------------------------------------------------------------------------------------- INCOME Income from subsidiaries Dividends from subsidiaries $ 442,495 $ 353,500 $ 322,000 Other interest income 3,899 3,626 3,372 Intercompany management fees 157,393 166,952 264,368 Other interest income 545 559 1,773 Other noninterest income 2,628 2,070 5,278 - -------------------------------------------------------------------------------------------------------------- Total income 606,960 526,707 596,791 EXPENSES Interest on long-term debt and other borrowed funds 22,214 26,129 26,328 Net interest rate swap income (1,648) (2,818) (2,794) Salaries and employee benefits 61,583 65,766 123,271 Occupancy expense 6,630 9,373 22,483 Equipment expense 1,873 2,053 24,806 Restructuring charge 100 -- 27,000 Other noninterest expenses 36,002 54,262 63,310 - -------------------------------------------------------------------------------------------------------------- Total expenses 126,754 154,765 284,404 - -------------------------------------------------------------------------------------------------------------- Income before income taxes and equity in undistributed net income of subsidiaries 480,206 371,942 312,387 Income tax expense (credit) 13,279 6,111 (1,931) - -------------------------------------------------------------------------------------------------------------- 466,927 365,831 314,318 Equity in undistributed net income of subsidiaries, principally banks 140,149 164,645 102,843 - -------------------------------------------------------------------------------------------------------------- NET INCOME $ 607,076 $ 530,476 $ 417,161 ==============================================================================================================
- -------------------------------------------------------------------------------- 23 PARENT COMPANY FINANCIAL STATEMENTS (CONTINUED) - --------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS--Comerica Incorporated Year Ended December 31 (in thousands) 1998 1997 1996 - -------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $ 607,076 $ 530,476 $ 417,161 Adjustments to reconcile net income to net cash provided by operating activities Undistributed earnings of subsidiaries, principally banks (140,149) (164,645) (102,843) Depreciation 1,755 1,800 20,595 Restructuring charge (6,008) (20,992) 27,000 Other, net 4,908 7,465 23,091 - -------------------------------------------------------------------------------------------------------------- Total adjustments (139,494) (176,372) (32,157) - -------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 467,582 354,104 385,004 INVESTING ACTIVITIES Purchase of investment securities available for sale (11,640) (4,092) (4,820) Proceeds from sale of investment securities available for sale 1,983 427 -- Proceeds from sales of fixed assets and other real estate 136 28,958 603 Purchases of fixed assets (1,222) (1,424) (20,345) Net decrease in bank time deposits 57,800 25,300 25,100 Net increase in receivables from subsidiaries -- (375) -- Capital transactions with subsidiaries (134,752) (3,283) 131,871 - -------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) investing activities (87,695) 45,511 132,409 FINANCING ACTIVITIES Net increase (decrease) in advances from subsidiaries (4,054) 3,818 (3,523) Repayments and purchases of long-term debt (63,712) 141 (259) Net decrease in short-term borrowings -- (842) -- Proceeds from issuance of preferred stock -- -- 246,744 Proceeds from issuance of common stock 50,885 35,082 35,206 Purchase of common stock for treasury and retirement (148,684) (242,293) (622,196) Dividends paid (211,966) (195,412) (173,414) - -------------------------------------------------------------------------------------------------------------- Net cash used in financing activities (377,531) (399,506) (517,442) - -------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash on deposit at bank subsidiary 2,356 109 (29) Cash on deposit at bank subsidiary at beginning of year 372 263 292 - -------------------------------------------------------------------------------------------------------------- Cash on deposit at bank subsidiary at end of year $ 2,728 $ 372 $ 263 ============================================================================================================== Interest paid $ 15,290 $ 25,799 $ 25,942 ============================================================================================================== Income taxes recovered (paid) $ 975 $ (1,145) $ 11,150 ============================================================================================================== Noncash investing and financing activities Stock issued for acquisitions $ -- $ -- $ 128,938 ==============================================================================================================
The preceding parent company financial statements reflect the sale of the Corporation's information services, transaction processing and operations services departments to a subsidiary, Comerica Bank, on January 1, 1997. - -------------------------------------------------------------------------------- 24 SUMMARY OF QUARTERLY FINANCIAL INFORMATION - -------------------------------------------------------------------------------- The following quarterly information is unaudited. However, in the opinion of management, the information reflects all adjustments which are necessary for the fair presentation of the results of operations for the periods presented. 1998 - -------------------------------------------------------------------------------- (in thousands, Fourth Third Second First except per share data) Quarter Quarter Quarter Quarter - -------------------------------------------------------------------------------- Interest income $652,121 $639,562 $651,230 $673,861 Interest expense 281,371 279,127 286,752 308,253 Net interest income 370,750 360,435 364,478 365,608 Provision for credit losses 36,000 21,000 28,000 28,000 Securities gains/(losses) 6,081 174 11 (150) Noninterest income (excluding securities gains) 161,306 151,940 148,784 135,002 Noninterest expenses 263,051 253,821 253,299 249,873 Net income 157,820 154,490 150,383 144,383 Basic net income per common share $ 0.99 $ 0.97 $ 0.94 $ 0.89 Diluted net income per common share 0.97 0.95 0.92 0.88 1997 - -------------------------------------------------------------------------------- (in thousands, Fourth Third Second First except per share data) Quarter Quarter Quarter Quarter - -------------------------------------------------------------------------------- Interest income $682,163 $674,671 $663,326 $627,243 Interest expense 316,281 313,090 299,798 275,458 Net interest income 365,882 361,581 363,528 351,785 Provision for credit losses 37,000 34,000 34,000 41,000 Securities gains/(losses) 3,836 1,096 (234) 497 Noninterest income (excluding securities gains) 136,928 135,251 121,681 128,897 Noninterest expenses 257,368 252,622 249,259 248,737 Net income 139,927 137,067 129,710 123,772 Basic net income per common share $ 0.86 $ 0.84 $ 0.79 $ 0.75 Diluted net income per common share 0.85 0.83 0.78 0.74 ================================================================================ - -------------------------------------------------------------------------------- 25 PENDING ACCOUNTING PRONOUNCEMENTS - -------------------------------------------------------------------------------- In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which is required to be adopted in years beginning after June 15, 1999. The Statement permits early adoption as of the beginning of any fiscal quarter. The Corporation expects to adopt the new Statement effective January 1, 2000. The Statement will require the Corporation to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings. The Corporation has not yet determined what the effect of SFAS No. 133 will be on the earnings and financial position of the Corporation. 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. /s/ Eugene A. Miller Eugene A. Miller Chairman and Chief Executive Officer /s/ Ralph W. Babb Jr. Ralph W. Babb Jr. Executive Vice President and Chief Financial Officer /s/ Marvin J. Elenbaas Marvin J. Elenbaas 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, 1998 and 1997, 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, 1998. 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, 1998 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Detroit, Michigan January 19, 1999 HISTORICAL REVIEW--AVERAGE BALANCE SHEETS COMERICA INCORPORATED AND SUBSIDIARIES
Consolidated Financial Information (in millions) 1998 1997 1996 1995 1994 - ----------------------------------------------------------------------------------------------------------------- ASSETS Cash and due from banks $ 1,622 $ 1,686 $ 1,576 $ 1,500 $ 1,532 Short-term investments 143 129 195 351 823 Investment securities 3,371 4,687 5,823 7,625 8,004 Commercial loans 16,973 14,234 12,686 11,302 9,598 International loans 2,342 1,953 1,541 1,257 1,107 Real estate construction loans 989 866 707 541 403 Commercial mortgage loans 3,819 3,547 3,483 3,157 2,916 Residential mortgage loans 1,325 1,676 1,960 2,450 2,175 Consumer loans 2,575 4,486 4,624 4,569 3,795 Lease financing 576 447 351 285 217 - ----------------------------------------------------------------------------------------------------------------- Total loans 28,599 27,209 25,352 23,561 20,211 Less allowance for credit losses (440) (402) (361) (340) (322) - ----------------------------------------------------------------------------------------------------------------- Net loans 28,159 26,807 24,991 23,221 19,889 Accrued income and other assets 1,692 1,560 1,610 1,432 1,203 - ----------------------------------------------------------------------------------------------------------------- Total assets $34,987 $34,869 $34,195 $34,129 $31,451 ================================================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest-bearing deposits $ 6,151 $ 5,815 $ 5,589 $ 4,767 $ 4,700 Interest-bearing deposits 16,102 16,131 16,669 16,888 16,625 - ----------------------------------------------------------------------------------------------------------------- Total deposits 22,253 21,946 22,258 21,655 21,325 Federal funds purchased and securities sold under agreements to repurchase 2,510 2,017 2,106 2,816 2,817 Other borrowed funds 910 1,801 1,999 2,313 2,002 Accrued expenses and other liabilities 415 467 400 324 286 Medium- and long-term debt 6,032 5,980 4,745 4,510 2,708 - ----------------------------------------------------------------------------------------------------------------- Total liabilities 32,120 32,211 31,508 31,618 29,138 Shareholders' equity 2,867 2,658 2,687 2,511 2,313 - ----------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $34,987 $34,869 $34,195 $34,129 $31,451 =================================================================================================================
HISTORICAL REVIEW--STATEMENTS OF INCOME COMERICA INCORPORATED AND SUBSIDIARIES
Consolidated Financial Information (in millions, except per share data) 1998 1997 1996 1995 1994 - ----------------------------------------------------------------------------------------------------------------- INTEREST INCOME Interest and fees on loans $ 2,382 $ 2,318 $ 2,161 $ 2,091 $ 1,577 Interest on investment securities Taxable 219 310 372 474 446 Exempt from federal income tax 7 11 18 26 31 - ----------------------------------------------------------------------------------------------------------------- Total interest on investment securities 226 321 390 500 477 Interest on short-term investments 9 9 12 23 38 - ----------------------------------------------------------------------------------------------------------------- Total interest income 2,617 2,648 2,563 2,614 2,092 INTEREST EXPENSE Interest on deposits 648 673 686 721 543 Interest on short-term borrowings Federal funds purchased and securities sold under agreements to repurchase 137 111 112 166 121 Other borrowed funds 49 98 107 136 79 Interest on medium- and long-term debt 368 374 295 289 148 Net interest rate swap (income)/expense (46) (51) (49) 2 (29) - ----------------------------------------------------------------------------------------------------------------- Total interest expense 1,156 1,205 1,151 1,314 862 - ----------------------------------------------------------------------------------------------------------------- Net interest income 1,461 1,443 1,412 1,300 1,230 Provision for credit losses 113 146 114 87 56 - ----------------------------------------------------------------------------------------------------------------- Net interest income after provision for credit losses 1,348 1,297 1,298 1,213 1,174 NONINTEREST INCOME Fiduciary and investment management income 184 147 133 125 122 Service charges on deposit accounts 158 141 140 130 124 Commercial lending fees 43 32 23 21 20 Securities gains 6 5 14 12 3 Other noninterest income 212 203 197 211 181 - ----------------------------------------------------------------------------------------------------------------- Total noninterest income 603 528 507 499 450 NONINTEREST EXPENSES Salaries and employee benefits 565 539 561 562 549 Net occupancy expense 90 89 99 99 99 Equipment expense 60 62 69 68 68 Outside processing fee expense 43 42 42 49 46 Restructuring charge (7) -- 90 -- 7 Other noninterest expenses 269 276 298 308 273 - ----------------------------------------------------------------------------------------------------------------- Total noninterest expenses 1,020 1,008 1,159 1,086 1,042 - ----------------------------------------------------------------------------------------------------------------- Income before income taxes 931 817 646 626 582 Provision for income taxes 324 287 229 213 195 - ----------------------------------------------------------------------------------------------------------------- NET INCOME $ 607 $ 530 $ 417 $ 413 $ 387 ================================================================================================================= Net income applicable to common stock $ 590 $ 513 $ 408 $ 413 $ 387 ================================================================================================================= Basic net income per common share $ 3.79 $ 3.24 $ 2.41 $ 2.38 $ 2.20 Diluted net income per common share 3.72 3.19 2.38 2.37 2.19 Cash dividends declared on common stock $ 199 $ 181 $ 170 $ 158 $ 145 Dividends per common share $ 1.28 $ 1.15 $ 1.01 $ 0.91 $ 0.83 - -----------------------------------------------------------------------------------------------------------------
HISTORICAL REVIEW--STATISTICAL DATA COMERICA INCORPORATED AND SUBSIDIARIES Consolidated Financial Information 1998 1997 1996 1995 1994 - ----------------------------------------------------------------------------------------------------------------- AVERAGE RATES (FULLY TAXABLE EQUIVALENT BASIS) Short-term investments 6.25% 6.59% 6.23% 6.61% 4.57% Investment securities 6.81 6.94 6.79 6.72 6.15 Commercial loans 8.04 8.25 8.21 8.75 7.38 International loans 7.97 7.07 6.64 7.06 5.58 Real estate construction loans 9.24 9.38 9.22 9.52 7.85 Commercial mortgage loans 8.74 9.08 9.29 9.40 8.52 Residential mortgage loans 7.69 7.90 7.83 7.80 7.46 Consumer loans 10.20 9.81 9.88 10.10 9.44 Lease financing 7.65 7.48 6.82 6.65 6.48 - ----------------------------------------------------------------------------------------------------------------- Total loans 8.34 8.53 8.54 8.90 7.84 - ----------------------------------------------------------------------------------------------------------------- Interest income as a percent of earning assets 8.17 8.29 8.20 8.35 7.28 Domestic deposits 3.91 4.09 4.04 4.05 3.14 Deposits in foreign offices 6.71 5.68 5.46 6.07 4.28 - ----------------------------------------------------------------------------------------------------------------- Total interest-bearing deposits 4.02 4.17 4.11 4.27 3.26 Federal funds purchased and securities sold under agreements to repurchase 5.44 5.49 5.31 5.88 4.31 Other borrowed funds 5.40 5.45 5.36 5.87 3.92 Medium- and long-term debt 6.10 6.26 6.22 6.41 5.46 - ----------------------------------------------------------------------------------------------------------------- Interest expense as a percent of interest-bearing sources 4.52 4.65 4.51 4.95 3.57 - ----------------------------------------------------------------------------------------------------------------- Interest rate spread 3.65 3.64 3.69 3.40 3.71 Impact of net noninterest-bearing sources of funds 0.92 0.89 0.85 0.79 0.61 - ----------------------------------------------------------------------------------------------------------------- Net interest margin as a percent of earning assets 4.57 4.53 4.54 4.19 4.32 RETURN ON AVERAGE COMMON SHAREHOLDERS' EQUITY 22.54 21.32 15.98 16.46 16.74 RETURN ON AVERAGE ASSETS 1.74 1.52 1.22 1.21 1.23 EFFICIENCY RATIO 49.39 51.04 60.36 60.09 61.28 PER SHARE DATA Book value at year-end $ 17.94 $ 16.02 $ 14.70 $ 15.17 $ 13.64 Market value at year-end 68.19 60.17 34.92 26.67 16.25 Market value--high and low for year 73-47 62-34 39-24 29-16 21-16 OTHER DATA Number of banking offices 334 350 358 395 398 Number of employees (full-time equivalent) 10,134 9,960 11,079 12,876 13,077 - -----------------------------------------------------------------------------------------------------------------
Economic Outlook At year-end 1998, the current U.S. economic expansion broke a record for peacetime longevity, a record that dates back to 1854. The economy now is well on its way to breaking the all-time record of 106 months for an unbroken period of economic expansion--during peace or war. February of 2000 would mark the 107th month. Can we sustain this growth mode for one more year and make economic history? Comerica has two gauges to address this question. One such measure is the Recession Watch Index, which forecasts the chance of a recession occurring in the next 12 months. The other gauge is Comerica's Economic Vulnerability Sentinel, which tells us how healthy, or recession-resistant, the current expansion happens to be. A SEESAW YEAR During the first half of 1998, both of Comerica's forecasting indices were giving strong signals for a favorable year ahead: Chances for a recession were only 28 percent through mid-year 1999, and the current expansion was shown to be the most durable since the good economic growth of the early and mid-1960s. Then came the third quarter, with a combination of major strike activity in the airline and auto industries, growing distress in Asian and Latin financial markets, and accompanying contraction in U.S. equities markets. These events caused the Recession Watch Index to rise to 39 percent probability of recession for the coming year. Fortunately for 1999's prospects, this index must exhibit readings in excess of 50 percent for at least a quarter before it makes the recession call. Even more encouraging, the latest index readings have moved the index toward even safer levels. As for the Economic Vulnerability Sentinel, this measure of economic health is constantly taking the pulse of the economy's real growth rate versus inflation. As long as real GDP growth is out-pacing the inflation rate by a comfortable margin, there is both continuing strength and resilience in the recovery. GDP VS. INFLATION For example, during the first quarter of 1998, real GDP growth was 5.5 percent. This covered the inflation rate--listed at 0.9 percent--by six-to-one. In the second quarter, real GDP growth slipped badly to only 1.8 percent, but happily, the inflation rate remained at 0.9, yielding two-to-one coverage of inflation by real GDP. The third quarter was even more impressive, despite stock market volatility and interruptions to output due to work stoppages. Real GDP was up 3.7 percent, and inflation inched up to 1.0 percent--still better than three-to-one coverage. The best performance was saved for the fourth quarter: 6.1 percent real growth and 0.7 percent inflation, an eight-to-one multiple. What's the bottom line on these faithful monitors of U.S. economic health? The Economic Vulnerability Sentinel cannot tolerate rising inflation, and the Recession Watch Index cannot bear rising expectations of inflation. Chances are the U.S. economy will continue being the envy of the world and will remain on an expansion track as long as business plans and consumer indebtedness are not thrown off course by the distorted and misleading signals of accelerating inflation. ECONOMIC ENEMY #1 Contrary to 1998's conventional wisdom, the greatest threat to the continuity of the current eight-year expansion does not emanate from the so-called Asian implosion, the tortured markets of Latin nations, the European slowdown, or computer glitches associated with the "Y2K" situation. The biggest threat always remains the monetary danger of rising inflation. Inflation is always and everywhere a monetary phenomenon. It typically is caused by a nation's central bank (in the U.S., the Federal Reserve system). For the past two years, the Alan Greenspan Federal Reserve has been warning our financial markets about the dangers of "irrational exuberance" as a reason why the Fed might feel compelled to raise interest rates and slow the GDP. Instead, the Fed did precisely the opposite last year. They lowered short-term interest rates by three-quarter percent and exceeded nearly every targeted growth range they themselves had set for safe money growth. AN EXUBERANT FED In fact, the expansion rate for new money has exceeded growth of real GDP by a factor of three and four times. This means that for the better part of 16 months, the Fed has been creating too much money chasing too few goods. This is a classic precursor of rising inflation if it is left unchecked. The Fed evidently felt compelled by the on-going weakness abroad and a high- profile failure at home related to hedge fund activity to provide "insurance" in the form of extra money stimulation to the very same financial markets it had six months earlier warned of exuberance. By November, the stock market was back in record territory. GDP growth Inflation (CPI) Car/light truck sales (in millions) [GRAPH APPEARS HERE] Federal funds rate (year-end) U.S. unemployment rate Current account deficit (in billions) 1998 actual 1999 forecast INTEREST RATE FORECASTS
1 Month Fed Prime 3 Month Commercial Treasury Bills Funds Rate LIBOR Paper 3 Month 6 Month 1 Year - --------------------------------------------------------------------------------------------------------------------- 2nd Quarter 1999 4.75% 7.75% 5.25% 5.33% 4.70% 4.75% 4.80% 3rd Quarter 1999 4.75 7.75 5.30 5.40 4.80 4.85 4.90 4th Quarter 1999 4.75 7.75 5.35 5.45 4.90 4.95 5.00 1st Quarter 2000 5.00 8.00 5.40 5.55 5.00 5.05 5.10 2nd Quarter 2000 5.25 8.25 5.45 5.60 5.10 5.15 5.20 - --------------------------------------------------------------------------------------------------------------------- Treasury Notes Treasury Bonds Corp Aaa A Utility 2 Year 3 Year 5 Year 10 Year 30 Year Bonds Bonds - --------------------------------------------------------------------------------------------------------------------- 2nd Quarter 1999 4.85% 4.90% 4.95% 5.15% 5.65% 6.30% 6.60% 3rd Quarter 1999 4.95 5.00 5.05 5.25 5.75 6.40 6.60 4th Quarter 1999 5.10 5.15 5.20 5.40 5.90 6.55 6.80 1st Quarter 2000 5.25 5.35 5.40 5.60 6.10 6.70 7.30 2nd Quarter 2000 5.35 5.45 5.50 5.70 6.20 6.90 7.50 - --------------------------------------------------------------------------------------------------------------------- Home Federal Reserve Annualized Percent Changes Mortgage Rates Trade-Weighted Real GDP FHLMC Dollar Index GDP Deflator CPI - --------------------------------------------------------------------------------------------------------------------- 2nd Quarter 1999 6.70% 90.0% 3.2% 1.0% 1.2% 3rd Quarter 1999 6.80 85.5 2.7 1.4 1.6 4th Quarter 1999 7.00 85.5 3.0 1.7 2.0 1st Quarter 2000 7.30 90.0 2.5 2.0 2.5 2nd Quarter 2000 7.50 92.0 2.0 2.2 2.5 - ---------------------------------------------------------------------------------------------------------------------
Indeed, another such policy reversal could occur in 1999. The Fed at some point around mid-year 1999 could determine that the greater threat is not recession, but rising inflation. After all, a dynamic U.S. economy has thus far shrugged off most economic problems of foreign origin. This is not surprising, given that foreign trade constitutes only 13 to 15 percent of U.S. GDP. WATCH THE DOLLAR Another worrisome facet to Fed exuberance is that as monetary stimulation causes short-term interest rates to fall, the dollar weakens against foreign currencies, leading to the rise in import prices. Once import prices begin rising, it becomes considerably easier for U.S. retailers to raise prices. If domestic firms raise prices and financing rates, then the purchasing power of households will shrink, leading to a pronounced slowdown of the economy. The parade of good consumer news about the falling cost of vehicles, gas, oil, food, clothing, credit and electronic equipment would end. Fed stimulation already has sown the seeds of rising inflation in late 1999. As a consequence, the environment of lower interest rates will be limited to the first half of 1999. By year-end, long-term interest rates will be on the uptick. For the year, the economy will slow to 3.4 percent GDP growth, down from 3.9 percent in 1998. COMERICA MARKETS Here's how Comerica's primary domestic regional markets of Michigan, California, Texas and Florida are expected to fare in 1999, along with Canada and Mexico: * Michigan's interest-rate sensitive economy, already constrained by exceptionally tight labor markets, should remain in growth mode during 1999, albeit lagging the national growth rate. * California's economy seems to be quite balanced in its expansion and has prospered from the boom in imports. This has offset some declining demand for exports from the beleaguered nations in Asia and Latin America. * Texas has a rapidly expanding labor market and an increasingly vibrant construction sector. However, Latin economic recessions will temper growth this year. * Florida's labor markets are expanding, and more growth is expected in technology, tourism and construction. * Canada's ongoing fiscal reforms are driving unemployment rates lower and keeping inflation rates below U.S. rates. Lower interest rates and stability in world commodity prices will accelerate Canada's GDP in 1999. * Mexico will experience the adverse impact of Latin economic weakness and Brazilian recession in 1999, and the peso will weaken. Fortunately, U.S. economic growth and Canadian acceleration will expand Mexican exports. * * * So, can we keep the economic party going strong? Prospects for economic stability in the years ahead depend upon a more proper and logically consistent mix of policies from Washington. If policy makers truly want to guard against the twin evils of inflation and recession, then, in stark contrast to recent initiatives, they would lower tax rates and curb monetary stimulation. David L. Littmann and William T. Wilson, Ph.D. Comerica Economics Department 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 Shareowner Services P.O. Box 64854 St. Paul, Minnesota 55164-0854 1-800-468-9716 ELIMINATION OF DUPLICATE MATERIALS If you receive duplicate mailings 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 January 1, April 1, July 1 and October 1. ANNUAL MEETING The Annual Meeting of Shareholders of Comerica Incorporated will be held on Friday, May 21, 1999, at 9:30 a.m. at the Detroit Institute of Arts, 5200 Woodward Avenue, Detroit, Michigan. - -------------------------------------------------------------------------------- FORM 10-K - -------------------------------------------------------------------------------- A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION AT THE ADDRESS LISTED UNDER CORPORATE INFORMATION. STOCK PRICES, DIVIDENDS AND YIELDS (adjusted for stock split) Dividend Dividend* Quarter High Low Per Share Yield - ----------------------------------------------------------------------- 1998 Fourth $69.00 $46.50 $0.32 2.2% Third 71.94 51.00 0.32 2.1 Second 73.00 61.94 0.32 1.9 First 72.13 54.33 0.32 2.0 - ----------------------------------------------------------------------- 1997 Fourth $61.88 $50.17 $0.29 2.1% Third 53.25 45.04 0.29 2.4 Second 46.75 35.92 0.29 2.8 First 42.08 34.17 0.29 3.0 - ----------------------------------------------------------------------- *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. At January 31, 1999, there were approximately 17,030 holders of record of the Corporation's common stock. CORPORATE INFORMATION Comerica Incorporated Comerica Tower at Detroit Center, MC 3391 500 Woodward Avenue Detroit, Michigan 48226 1-248-371-5000 (metro Detroit) 1-800-521-1190 (outside Detroit area) www.comerica.com INVESTOR RELATIONS ON THE INTERNET Go to www.comerica.com to find the latest investor relations information about Comerica, including stock quotes, news releases and customized financial data. PRODUCT INFORMATION CENTER If you have any questions about Comerica's products and services, please contact our Product Information Center at 1-800-292-1300. YEAR 2000 UPDATES Call 1-877-789-2573 or go to www.comerica.com for the latest information about Comerica's year 2000 program. COMMUNITY REINVESTMENT ACT (CRA) PERFORMANCE Comerica is committed to meeting the credit needs of the communities it serves. Following are the most recent CRA ratings for Comerica subsidiaries: Comerica Bank (Michigan) Outstanding Comerica Bank-Texas Outstanding Comerica Bank-California Satisfactory Comerica Bank, N.A. Satisfactory 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. MEDIA CONTACT INVESTOR CONTACT Sharon R. McMurray Allison T. McFerren 313-222-4881 313-222-6317 EX-21 4 SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21 Subsidiaries of Registrant -------------------------- Name State or Jurisdiction - ---- ---------------------- of Incorporation or ------------------- Organization ------------ Comerica Investment Services, Inc. Michigan Comerica Capital Markets Corporation Michigan Comerica Insurance Services, Inc. Michigan Comerica Insurance Group, Inc. Michigan Comerica Securities, Inc. Michigan Wilson, Kemp & Associates, Inc. Michigan WAM Holdings, Inc. Delaware WAM Holdings II, Inc. Delaware Comerica AutoLease, Inc. Michigan VRB Corp. Michigan Comerica International Corporation U.S. Comerica International (Canada), Limited Ontario, Canada Comerica International (Canada) Properties, Limited Ontario, Canada Comerica Trust Company of Bermuda, Ltd. Bermuda Comerica Holdings Incorporated Delaware CMT Holdings, Inc. Texas Comerica Merchant Services, Inc. Delaware Interstate Select Insurance Services, Inc. California Comerica Acceptance Corporation Michigan Comerica Assurance Ltd Bermuda Comerica Corporate Services Incorporated Michigan Comerica Insurance Company Arizona Comerica Properties Corporation Michigan Professional Life Underwriters Services, Inc. Michigan Comerica Trade Services Limited Hong Kong Comerica Leasing Corporation Michigan Comerica Management Company Michigan Comerica Networking, Inc. Michigan Comerica Equities Incorporated Delaware Comerica West Incorporated Delaware Comerica West Financial Incorporated Delaware Munder Capital Management Delaware World Asset Management Delaware Munder UK, L.L.C. Delaware Comerica Bank-Mexico, S.A. Mexico Comerica Bank-California California Comerica Bank-Texas Texas Comerica Bank, National Association United States Comerica Bank-Ann Arbor, N.A. United States Comerica Bank-Canada Canada Comerica Bank Michigan EX-23 5 CONSENT OF ERNST & YOUNG LLP 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 report on the consolidated financial statements of Comerica Incorporated and subsidiaries dated January 19, 1999, included in this Annual Report on Form 10-K for the year ended December 31, 1998: 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 Registration Statement No. 33-58823 on Form S-8 dated April 26, 1995 Registration Statement No. 33-58837 on Form S-8 dated April 26, 1995 Registration Statement No. 33-58841 on Form S-8 dated April 26, 1995 Registration Statement No. 33-65457 on Form S-8 dated December 29, 1995 Registration Statement No. 33-65459 on Form S-8 dated December 29, 1995 Registration Statement No. 333-00839 on Form S-8 dated February 9, 1996 Registration Statement No. 333-24569 on Form S-8 dated April 4, 1997 Registration Statement No. 333-24567 on Form S-8 dated April 4, 1997 Registration Statement No. 333-24565 on Form S-8 dated April 4, 1997 Registration Statement No. 333-24555 on Form S-8 dated April 4, 1997 Registration Statement No. 333-37061 on Form S-8 dated October 2, 1997 [Signature of Ernst & Young LLP] March 24, 1999 EX-27 6 1998 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER 1998 FORM 10-K FOR COMERICA INCORPORATED AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 1,773,100 4,503 47,906 6,306 2,712,165 0 0 30,604,863 452,409 36,600,831 24,313,133 3,580,153 378,673 5,282,259 0 250,000 786,165 2,010,448 36,600,831 2,382,329 225,630 8,815 2,616,774 647,825 1,155,503 1,461,271 113,000 6,116 1,020,044 931,375 607,076 0 0 607,076 3.79 3.72 4.57 108,233 40,209 7,464 0 424,147 125,627 40,889 452,409 210,026 16,948 225,435
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