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COMERICA INCORPORATED
2000 FORM 10-K
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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, 2000.
Commission file number 1-10706
Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue, MC 3391
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:
- - 7 1/4 percent Subordinated Notes due in 2007
- - 9.98% Series B Capital Securities of Imperial Capital Trust I due
2026.*
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*The Registrant has reporting obligations for these securities which
were acquired in connection with the merger of Imperial Bancorp with and into
Comerica Holdings, Incorporated, a wholly-owned subsidiary of the Registrant. As
a result of the merger, Imperial Capital Trust became a wholly-owned indirect
subsidiary of the Registrant.
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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.
No 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 28, 2001, the registrant's common stock, $5 par value, held by
nonaffiliates had an aggregate market value of $10,182,039,661 based on the
closing price on the New York Stock Exchange on that date of $60.65 per share
and 167,881,940 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 28, 2001, the registrant had outstanding 178,312,630 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, 2000.
2. Part III:
Items 10-13--Proxy Statement for the Annual Meeting of Shareholders to be held
May 22, 2001.
PART I
ITEM 1. BUSINESS
GENERAL
Comerica Incorporated ("Comerica" or the "Corporation") is a multi-state
financial services provider, incorporated under the laws of the State of
Delaware, headquartered in Detroit, Michigan. Based on assets as of December 31,
2000, it was the 22nd 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, 2000, Comerica owned directly or indirectly all
the outstanding common stock of seven banking and thirty-five non-banking
subsidiaries. At December 31, 2000, Comerica had total assets of approximately
$42 billion, total deposits of
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approximately $27.2 billion, total loans (net of unearned income) of
approximately $36.1 billion and common shareholders' equity of approximately
$3.8 billion.
In November 2000, Comerica announced an agreement to acquire Imperial Bancorp.
On January 29, 2001, Comerica completed its acquisition of Imperial Bancorp,
through the merger of Imperial with and into Comerica Holdings Incorporated, a
wholly-owned subsidiary of Comerica.
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. 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.
SUPERVISION AND REGULATION
Banks, financial holding companies and financial institutions are highly
regulated at both the state and federal level. 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").
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The Gramm-Leach-Bliley Act of 1999, effective March 11, 2000, expanded the
activities in which a bank holding company, which is eligible to be a financial
holding company, could engage. The conditions to be financial holding company
include the requirement that each deposit institution subsidiary of the holding
company be well-capitalized and well-managed.
On December 19, 2000, Comerica became a financial holding company. As a
financial holding company, Comerica may affiliate with securities firms and
insurance companies and engage in other activities that are financial in nature.
Activities that are "financial in nature" include, but are not limited to:
securities underwriting; dealing and market marking; sponsoring mutual funds and
investment companies; insurance underwriting and agency; merchant banking;
travel agent services; real estate development; and activities that the FRB has
determined to be closely related to banking. A bank holding company that is not
also a financial holding company is limited to engaging in banking and such
other activities previously determined by the FRB to be closely related to
banking.
Comerica Bank is chartered by the State of Michigan and is supervised and
regulated by the Division of Financial Institutions, Office of Financial and
Insurance Services of the State of Michigan and the FRB. Comerica Bank-Texas is
chartered by the State of Texas and is supervised and regulated by the Texas
Department of Banking and the Federal Deposit Insurance Corporation ("FDIC").
Comerica Bank, National Association and Comerica Bank & Trust, 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 and Imperial Bank are chartered by the State of California and
are supervised and regulated by the California Department of Financial
Institutions and the FDIC. Comerica Bank, Comerica Bank & Trust, 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 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 owned by
Comerica Bank, Comerica Bank-California and Comerica Bank-Texas and the OCC
supervises non-banking activities conducted by companies owned by Comerica Bank
& Trust, 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.) the Department of Insurance of
the State of Michigan (in the case of Comerica Insurance Services, Inc.), and
the Securities and Exchange Commission (in the case of Munder Capital
Management).
No FRB approval is required for Comerica to acquire a company, other than a bank
holding company or bank, engaged in activities that are financial in nature or
incidental to activities that are financial in nature, as determined by the FRB.
Prior FRB approval is required before Comerica may acquire
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the beneficial ownership or control of more than 5% of the voting shares or
substantially all of the assets of a bank holding company, bank or savings
association. If any subsidiary bank of Comerica ceases to be "well capitalized"
or "well managed" under applicable regulatory standards, the Federal Reserve
Board may, among other actions, order Comerica to divest the subsidiary bank.
Alternatively, Comerica may elect to conform its non-banking activities to those
permissible for a bank holding company that is not also a financial holding
company. If any subsidiary bank of Comerica receives a rating under the
Community Reinvestment Act of 1977 of less than satisfactory, Comerica will be
prohibited from engaging in new activities or acquiring companies other than
bank holding companies, banks or savings associations.
Various governmental requirements, including Sections 23A and 23B of the Federal
Reserve Act, limit borrowings by Comerica and its nonbank subsidiaries from its
affiliate insured depository institutions, and also limit various other
transactions between Comerica and its nonbank subsidiaries, on the one hand, and
its affiliate insured depository institutions, on the other. For example,
Section 23A of the Federal Reserve Act limits to no more than 10% of its total
capital the aggregate outstanding amount of any insured depository institution's
loans and other "covered transactions" with any particular nonbank affiliate,
and limits to no more than 20% of its total capital the aggregate outstanding
amount of any insured depository institution's covered transactions with all of
its nonbank affiliates. Section 23A of the Federal Reserve Act also generally
requires that an insured depository institution's loans to its nonbank
affiliates be secured, and Section 23B of the Federal Reserve Act generally
requires that an insured depository institution's transactions with its nonbank
affiliates be on arms-length terms.
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.
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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. Certain, but not all, of these requirements are
discussed 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
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, 2001, Comerica's subsidiary banks, without obtaining prior
governmental approvals, could declare aggregate dividends of approximately
$1,045 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, 2001 through the
date of declaration. Comerica's subsidiary banks paid dividends of $339 million
in 2000, $261 million in 1999 and $442 million in 1998.
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) the other banking subsidiaries may be
assessed for the FDIC's loss, subject to certain exceptions.
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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 a
depository 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 institution as if the
institution were in the next lower capital category. As of December 31, 2000,
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
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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 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.
Capital Requirements
The FRB imposes, on Comerica, risk-based capital requirements and guidelines,
which are substantially similar to the capital requirements and guidelines
imposed by the FRB, the OCC and the FDIC on depository institutions under their
jurisdictions.
The FRB may set higher capital requirements for holding companies whose
circumstances warrant it. For example, holding companies experiencing internal
growth or making acquisitions are expected to maintain strong capital positions
substantially above the minimum supervisory levels, without significant reliance
on intangible assets. The FRB also considers a "tangible Tier 1 leverage ratio"
(deducting all intangibles) and other indications of capital strength in
evaluating proposals for expansion or new activities.
The FRB, FDIC and OCC rules require Comerica to incorporate market and interest
rate risk components into their risk-based capital standards. Under the market
risk requirements, capital is allocated to support the amount of market risk
related to a financial institution's ongoing trading activities.
As an additional means to identify problems in the financial management of
depository institutions, FDICIA requires federal bank regulatory agencies to
establish certain non-capital safety and soundness standards for institutions
for which they are the primary federal regulator. The standards relate generally
to operations and management, asset quality, interest rate exposure and
executive
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compensation. The agencies are authorized to take action against institutions
that fail to meet such standards.
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 had 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, Connecticut, Florida, Georgia, 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 2000, Comerica was the largest financial holding company
headquartered in Michigan in terms of total assets and deposits. Based on the
Interstate Act as described above, Comerica 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, 2000, Comerica and its subsidiaries had 8,911 full-time and
1,450 part-time employees.
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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 14 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, 2000, Comerica Bank operated 278 offices within the States of
Michigan and Florida, of which 178 were owned and 98 were leased. Two other
banking affiliates operate 112 offices in California and Texas. The affiliates
own 36 of their offices and lease 76 offices. Affiliates also operate from
leased spaces in Toledo, Ohio; Mexico City, Mexico; Sao Paulo, Brazil; Memphis,
TN; Queretaro, Mexico; Monterey, Mexico; Las Vegas, NV; Minneapolis, MN; New
York, NY; Atlanta, GA; Iselin, NJ; Wanchai, Hong Kong; New Orleans, LA;
Oakbrook, IL; Beachwood, OH and Toronto, Ontario, Canada.
The Corporation owns a 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 and operations.
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 2000.
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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 28, 2001, there were approximately
17,257 holders of the Corporation's common stock.
Quarterly cash dividends were declared during 2000 and 1999, totaling $1.60 and
$1.44 per common share per year, respectively. The following table sets forth,
for the periods indicated, the high and low sale prices per share of the
Corporation's common stock as reported on the NYSE Composite Transactions Tape
for all quarters of 2000 and 1999.
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Dividend Dividend*
Quarter High Low Per Share Yield
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2000
Fourth $61.13 $47.19 $0.40 2.9%
Third 59.44 45.00 0.40 3.0
Second 54.38 39.88 0.40 3.4
First 46.25 32.94 0.40 4.1
1999
Fourth $61.38 $44.00 $0.36 2.7%
Third 61.63 47.63 0.36 2.6
Second 66.63 57.31 0.36 2.3
First 70.00 58.94 0.36 2.2
* 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.
Share-Repurchase: On March 27, 2001, the Board of Directors of Comerica approved
a share repurchase program, authorizing the Corporation to repurchase up to one
million (1,000,000) shares of its outstanding common stock.
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, 2000, which page is
hereby incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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The response to this item is included under the caption "Financial Review and
Report" on pages 22 through 41 of the Corporation's Annual Report to
Shareholders for the year ended December 31, 2000, 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 37 through 40 of the
Corporation's Annual Report to Shareholders for the year ended December 31,
2000, which pages are hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is included on pages 42 through 71 of the
Corporation's Annual Report to Shareholders for the year ended December 31,
2000, which pages are hereby incorporated by reference.
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
"Information About Nominees and Incumbent 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 22, 2001, 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 22, 2001, 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 22, 2001, which sections are
hereby incorporated by reference.
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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 Comerica" and
"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 22, 2001, which sections are hereby incorporated by reference.
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Comerica Incorporated and Subsidiaries
FORM 10-K CROSS-REFERENCE INDEX
Certain information required to be included in this Form 10-K is included in the
2000 Annual Report to Shareholders or in the 2001 Proxy Statement used in
connection with the 2001 annual meeting of share- holders to be held on May 22,
2001.
The following cross-reference index shows the page location in the 2000 Annual
Report or the section of the 2001 Proxy Statement of only that information which
is to be incorporated by reference into this Form 10-K.
All other sections of the 2000 Annual Report or the 2001 Proxy Statement are not
required in this Form 10-K and should not be considered a part thereof.
Page Number of 2000
Annual Report or Section
of 2001 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 2000.
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.............. 22
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk......................................... 37
ITEM 8. Financial Statements and Supplementary Data:
Comerica Incorporated and Subsidiaries
Consolidated Balance Sheets.................................................................. 42
Consolidated Statements of Income............................................................ 43
Consolidated Statements of Changes in Shareholders' Equity................................... 44
Consolidated Statements of Cash Flows.........................................................45
Notes to Consolidated Financial Statements......................................................... 46
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
International Cross-Border Risk.....................................................................32
Loan Maturities and Interest Rate Sensitivity...................................................... 32
Allocation of the Allowance for Credit Losses...................................................... 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.................Information About Nominees and Incumbent
Directors, Executive Officers of the Corporation
and Section 16(a) Beneficial Ownership Reporting
14
16
Compliance
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 Comerica
and Information about Nominees
and Incumbent Directors
15
17
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(a) Restated Certificate of Incorporation of Comerica Incorporated, as
amended(1)
3.1(b) Certificate of Amendment to Restated Certificate of Incorporation of
Comerica Incorporated(2)
3.2 Amended and restated bylaws of Comerica Incorporated (3)
4 Rights Agreement between Comerica Incorporated and Comerica Bank(4)
10.1+ Comerica Incorporated 1997 Long-Term Incentive Plan(5)
10.2+ Comerica Incorporated Management Incentive Plan, 1997(5)
10.3+ Comerica Incorporated Director Fee Deferral Plan(5)
10.4+ Benefit Equalization Plan for Employees of Comerica Incorporated(5)
10.5+ Comerica Incorporated's Directors Retirement Plan(6)
10.6+ Manufacturers National Corporation's 1987 and 1989 Stock Option
Plans for Key Employees(6)
10.7+ Manufacturers National Corporation's Executive Incentive Plan(6)
10.8+ Manufacturers National Corporation's Key Employee Retention Plan(6)
10.9+ Form of Employment Agreement (Exec Off.)(7)
10.10+ Form of Director Indemnification Agreement between Comerica
Incorporated and its directors(4)
10.11+ Employment Continuation Agreement with Eugene A. Miller(6)
10.12+ Employment Agreement with Ralph W. Babb Jr. (8)
10.13+ Supplemental Pension and Retiree Medical Agreement with Ralph W.
Babb Jr.(9)
16
18
10.14+ Comerica Incorporated Deferred Compensation Plan, 1997
Amendment and Restatement(4)
10.15+ Amended and Restated Comerica Incorporated 1997 Long-Term
Incentive Plan, November 19, 1999 (3)
10.16+ Amended and Restated Comerica Incorporated Management Incentive
Plan, November 19, 1999 (3)
10.17+ Form of Comerica Incorporated Senior Officer Severance Plan
between registrant and listed officers, January 1, 1997(4)
10.18+ 1999 Comerica Incorporated Deferred Compensation Plan, January
1, 1999 (3)
10.19+ 1999 Comerica Incorporated Deferred 3 Year ROE Award Plan, January
1, 1999 (3)
10.20+ Amended and Restated Comerica Incorporated Stock Option Plan For
Non-Employee Directors, January 20, 2000 (3)
10.21+ Comerica Incorporated 1999 Discretionary Director Fee Deferral Plan
May 21, 1999 (3)
10.22+ Comerica Incorporated 1999 Common Stock Director Fee Deferral
Plan May 21, 1999 (3)
11 Statement regarding Computation of Per Share Earnings(10)
13 Registrant's 2000 Annual Report to Shareholders
21 Subsidiaries of Registrant
23 Consent of Ernst & Young LLP
- ---------------------------------------
(1) Filed as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, and incorporated herein by reference.
(2) Filed as Exhibit 3.1 to Registrant's Registrant Statement on Form S-4, No.
333-51042.
(3) Filed as the same exhibit number to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, and incorporated herein by reference.
(4) Filed as Exhibit 4 to Registrant's Current Report on Form 8-K dated June 18,
1996, regarding the Registrant's Rights Agreement with Comerica Bank, and
incorporated herein by reference.
(5) 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.
(6) Filed as the same exhibit number to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992 and incorporated herein by reference.
(7) Filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 -- Commission File Number 1-10706 and incorporated
herein by reference.
(8) Filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended June 30,
1998 and incorporated herein by reference.
17
19
(9) Filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended June 30,
1998 and incorporated herein by reference.
(10) Incorporated by reference from Note 12 on page 50 of Registrant's Annual Report
to Shareholders attached hereto as Exhibit 13.
+ Management compensation plan.
(b) The Corporation filed two Current Reports on Form 8-K, dated
November 2, 2000, and November 29, 2000, respectively, during
the fourth quarter of 2000.
18
20
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 27th day of March, 2001.
COMERICA INCORPORATED
/s/ Eugene A. Miller
- -----------------------------------------------------
Eugene A. Miller
Chairman, President and Chief Executive Officer
/s/ Ralph W. Babb, Jr.
- -----------------------------------------------------
Ralph W. Babb, Jr.
Vice Chairman 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 27th
day of March, 2001.
BY DIRECTORS
/s/ Lillian Bauder
- -----------------------------------------------------
Lillian Bauder
/s/ James F. Cordes
- -----------------------------------------------------
James F. Cordes
/s/ Peter D. Cummings
- -----------------------------------------------------
Peter D. Cummings
/s/ J. Philip DiNapoli
- -----------------------------------------------------
J. Philip DiNapoli
/s/ Anthony Earley, Jr.
- -----------------------------------------------------
Anthony F. Earley, Jr.
/s/ Max M. Fisher
- -----------------------------------------------------
Max M. Fisher
19
21
/s/ Roger Fridholm
- -----------------------------------------------------
Roger Fridholm
/s/ Todd W. Herrick
- -----------------------------------------------------
Todd W. Herrick
- -----------------------------------------------------
David Baker Lewis
/s/ John D. Lewis
- -----------------------------------------------------
John D. Lewis
/s/ Wayne B. Lyon
- -----------------------------------------------------
Wayne B. Lyon
/s/ Eugene A. Miller
- -----------------------------------------------------
Eugene A. Miller
/s/ Alfred A. Piergallini
- -----------------------------------------------------
Alfred A. Piergallini
/s/ John W. Porter
- -----------------------------------------------------
John W. Porter
/s/ Heinz C. Prechter
- -----------------------------------------------------
Heinz C. Prechter
/s/ Howard F. Sims
- -----------------------------------------------------
Howard F. Sims
/s/ Robert S. Taubman
- -----------------------------------------------------
Robert S. Taubman
/s/ William P. Vititoe
- -----------------------------------------------------
William P. Vititoe
/s/ Martin D. Walker
- -----------------------------------------------------
Martin D. Walker
/s/ Patricia M. Wallington
- -----------------------------------------------------
Patricia M. Wallington
- -----------------------------------------------------
Gail L. Warden
/s/ Kenneth L. Way
- -----------------------------------------------------
Kenneth L. Way
20
22
Exhibit Index
Exhibit No. Description
----------- -----------
3.1(a) Restated Certificate of Incorporation of Comerica Incorporated, as
amended(1)
3.1(b) Certificate of Amendment to Restated Certificate of Incorporation of
Comerica Incorporated(2)
3.2 Amended and restated bylaws of Comerica Incorporated (3)
4 Rights Agreement between Comerica Incorporated and Comerica Bank(4)
10.1+ Comerica Incorporated 1997 Long-Term Incentive Plan(5)
10.2+ Comerica Incorporated Management Incentive Plan, 1997(5)
10.3+ Comerica Incorporated Director Fee Deferral Plan(5)
10.4+ Benefit Equalization Plan for Employees of Comerica Incorporated(5)
10.5+ Comerica Incorporated's Directors Retirement Plan(6)
10.6+ Manufacturers National Corporation's 1987 and 1989 Stock Option
Plans for Key Employees(6)
10.7+ Manufacturers National Corporation's Executive Incentive Plan(6)
10.8+ Manufacturers National Corporation's Key Employee Retention Plan(6)
10.9+ Form of Employment Agreement (Exec Off.)(7)
10.10+ Form of Director Indemnification Agreement between Comerica
Incorporated and its directors(4)
10.11+ Employment Continuation Agreement with Eugene A. Miller(6)
10.12+ Employment Agreement with Ralph W. Babb Jr. (8)
10.13+ Supplemental Pension and Retiree Medical Agreement with Ralph W.
Babb Jr.(9)
10.14+ Comerica Incorporated Deferred Compensation Plan, 1997
Amendment and Restatement(4)
10.15+ Amended and Restated Comerica Incorporated 1997 Long-Term
Incentive Plan, November 19, 1999 (3)
10.16+ Amended and Restated Comerica Incorporated Management Incentive
Plan, November 19, 1999 (3)
10.17+ Form of Comerica Incorporated Senior Officer Severance Plan
between registrant and listed officers, January 1, 1997(4)
10.18+ 1999 Comerica Incorporated Deferred Compensation Plan, January
1, 1999 (3)
10.19+ 1999 Comerica Incorporated Deferred 3 Year ROE Award Plan, January
1, 1999 (3)
10.20+ Amended and Restated Comerica Incorporated Stock Option Plan For
Non-Employee Directors, January 20, 2000 (3)
10.21+ Comerica Incorporated 1999 Discretionary Director Fee Deferral Plan
May 21, 1999 (3)
10.22+ Comerica Incorporated 1999 Common Stock Director Fee Deferral
Plan May 21, 1999 (3)
11 Statement regarding Computation of Per Share Earnings(10)
13 Incorporated Sections of Registrant's 2000 Annual Report to Shareholders
21 Subsidiaries of Registrant
23 Consent of Ernst & Young LLP
- ---------------------------------------
(1) Filed as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
(2) Filed as Exhibit 3.1 to Registrant's Registrant Statement on Form S-4, No.
333-51042.
(3) Filed as the same exhibit number to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, and incorporated herein by reference.
(4) Filed as Exhibit 4 to Registrant's Current Report on Form 8-K dated June 18,
1996, regarding the Registrant's Rights Agreement with Comerica Bank, and
incorporated herein by reference.
(5) 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.
(6) Filed as the same exhibit number to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992 and incorporated herein by reference.
(7) Filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 -- Commission File Number 1-10706 and incorporated
herein by reference.
(8) Filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended June 30,
1998 and incorporated herein by reference.
(9) Filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended June 30,
1998 and incorporated herein by reference.
(10) Incorporated by reference from Note 12 on page 50 of Registrant's Annual Report
to Shareholders attached hereto as Exhibit 13.
+ Management compensation plan.
21