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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED).
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995.
Commission file number 1-10706
Comerica Incorporated
Comerica Tower at Detroit Center
500 Woodward Avenue,
Detroit, Michigan 48226
313-222-4000
Incorporated in the State
of Delaware, IRS Employer Identification No. 38-1998421.
Securities registered pursuant to Section 12(b) of the Act:
- - Common Stock, $5 par value
- - Rights to acquire Series C
Preferred Stock, no par value
These securities are registered on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act:
- - 10 1/8 percent Subordinated
Debentures due in 1998
- - 7 1/4 percent Subordinated
Notes due in 2007
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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.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, but will be contained in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
At March 14, 1996, the registrant's common stock, $5 par value, held by
nonaffiliates had an aggregate market value of $4,117,214,634 based on the
closing price on the New York Stock Exchange on that date of $38.125 per share
and 107,992,515 shares of common stock held by nonaffiliates. For purposes of
this Form 10-K only, it has been assumed that all common shares held by the
Trust Department of Comerica affiliated banks and by the registrant's directors
and executive officers are held by affiliates.
At March 14, 1996, the registrant had outstanding 117,873,239 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, 1995.
2. Part III:
Items 10-13--Proxy Statement for the Annual Meeting
of Shareholders to be held May 17, 1996.
PART I
ITEM 1. BUSINESS
GENERAL
Comerica Incorporated ("Comerica" or the "Corporation") is a registered bank
holding company incorporated under the laws of the State of Delaware,
headquartered in Detroit, Michigan, and
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was formed in 1973 to acquire the outstanding common stock of Comerica Bank
(formerly Comerica Bank-Detroit), a Michigan banking corporation ("Comerica
Bank"). As of December 31, 1995, Comerica owned directly or indirectly all the
outstanding common stock (except for directors' qualifying shares, where
applicable) of nine banking and forty-one non-banking subsidiaries. At December
31, 1995, Comerica had total assets of approximately $35.5 billion, total
deposits of approximately $23.2 billion, total loans (net of unearned income)
of approximately $24.4 billion, and shareholders' equity of approximately $2.6
billion. At December 31, 1995, Comerica was the largest bank holding company
headquartered in Michigan in terms of both total assets and total deposits.
BUSINESS STRATEGY
Comerica has strategically focused its operations on three major lines of
business: the Business Bank, the Individual Bank and the Investment Bank.
The Business Bank is comprised of middle market lending, large corporate
banking, international financial services and institutional trust. 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, corporate and institutional trust, international trade finance,
letters of credit and foreign exchange management services.
The Individual Bank includes consumer lending, consumer deposit gathering,
mortgage loan origination and servicing, small business banking, 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 are provided to local companies
with annual sales under $5 million, area merchants 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 sales of mutual fund and annuity
products, as well as life, disability, and long-term care insurance products.
This line of business also offers capital market products, manages loan
syndications and provides investment management and advisory services,
investment banking, and discount securities brokerage services.
Comerica has strategically focused its lines of business to each of Comerica's
four primary geographic markets: the Midwest (Michigan and Illinois), Texas,
California and Florida. Comerica pursues all three lines of business in each of
these markets.
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ACQUISITIONS
On May 2, 1995, Comerica, Comerica Holdings Incorporated ("Holdings"), a
corporation chartered under the laws of California as a wholly-owned subsidiary
of Comerica, and Metrobank, a bank chartered under the laws of California,
entered into an Agreement and Plan of Reorganization and Merger providing for,
among other things, the merger of Holdings into Metrobank with Metrobank being
the surviving corporation, operating as a wholly-owned subsidiary of Comerica
under the charter and by-laws of Metrobank and with the name "Metrobank". The
acquisition of Metrobank was completed on January 16, 1996, and was accounted
for as a purchase. Shareholders of Metrobank received common stock of Comerica
valued at about $125 million in exchange for their interests in Metrobank.
Metrobank had assets of about $1.3 billion at December 31, 1995.
On June 28, 1995, Comerica, Comerica Texas Incorporated ("ComTex"), a Delaware
Corporation, Comerica Interim, N.A. ("Interim"), a non-operating national bank
formed as a wholly-owned subsidiary of ComTex, and QuestStar Bank, National
Association ("QuestStar"), a national banking association, entered into an
Agreement and Plan of Reorganization and Consolidation providing for, among
other things, the consolidation of QuestStar with Interim, with the
consolidated corporation operating as a wholly-owned subsidiary of ComTex
under the charter and title of QuestStar. The consolidation of Interim and
QuestStar was completed on October 27, 1995. Shareholders of QuestStar
received cash in the amount of about $25 million in exchange for their
ownership interest in the bank. QuestStar had assets of about $220 million at
December 31, 1995. On January 26, 1996, QuestStar was consolidated into
Comerica Bank-Texas.
On June 1, 1995, Comerica entered into an Agreement and Plan of Reorganization
with William Y. Campbell, William F. McKinley and Andre A. Augier for the
acquisition of all of the capital stock of W. Y. Campbell & Company
("Campbell"). Campbell is an investment banking company engaged in the
business of arranging so-called "mezzanine" financing to finance growth,
recapitalization plans, acquisitions and friendly leveraged buyouts, for
commercial customers. The acquisition was completed on June 26, 1995, and the
stock of Campbell was sold by Comerica to its wholly-owned subsidiary, Comerica
Bank-Ann Arbor, N.A.
On September 1, 1995, acting through its principal Michigan banking subsidiary,
Comerica acquired Professional Life Underwriters Services, Inc. ("PLUS"). PLUS
is a life insurance brokerage firm that distributes insurance products to
licensed agents located in about 28 states including Michigan.
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DIVESTITURES
On March 18, 1996, Comerica entered into an agreement with ABN-AMRO North
America, Inc. ("ABN-AMRO") for the sale of the stock of Comerica Bank-Illinois
("CBI"), a bank chartered under the laws of the State of Illinois, via a merger
with a subsidiary of ABN-AMRO. This transaction is expected to close during
the third quarter of 1996. The assets to be sold to ABN-AMRO represent
approximately 4% of Comerica's total assets. The agreement with ABN-AMRO calls
for Comerica to receive about $190,000,000 million in exchange for its
ownership interest in CBI.
SUPERVISION AND
REGULATION
Banks, bank holding companies and financial institutions are highly regulated
at both the state and federal level. As a bank holding company, Comerica is
subject to supervision and regulation by the Federal Reserve Board under the
Bank Holding Company Act of 1956, as amended (the "Act"). Under the Act, the
Corporation is prohibited, with certain exceptions, from acquiring or retaining
direct or indirect ownership or control of voting shares of any company which
is not a bank or bank holding company and from engaging in activities other
than those of banking or of managing or controlling banks, other than
subsidiary companies and activities which the Federal Reserve Board determines
to be so closely related to the business of banking as to be a proper incident
thereto.
Comerica Bank is chartered by the State of Michigan and is supervised and
regulated by the Financial Institutions Bureau of the State of Michigan.
Comerica Bank-Texas is chartered by the State of Texas and is supervised and
regulated by the Texas Department of Banking. Comerica Bank-Midwest, N.A. and
Comerica Bank-Ann Arbor, N.A. are chartered under federal law and subject to
supervision and regulation by the Office of the Comptroller of the Currency.
Comerica Bank-California is chartered by the California State Banking
Department by the State of California. Comerica Bank & Trust, FSB is chartered
under federal law and subject to supervision and regulation by the Office of
Thrift Supervision. Comerica Bank-Illinois is chartered by the State of
Illinois and is regulated by the State of Illinois Commissioner of Banks and
Trust Companies. Comerica Bank, Comerica Bank-Illinois and Comerica
Bank-Midwest, N.A. are members of the Federal Reserve System. State member
banks are also regulated by the local Federal Reserve Bank and state non-member
banks are also regulated by the Federal Deposit Insurance Corporation. The
deposits of all the banks are insured by the Bank Insurance Fund (the "BIF") of
the Federal Deposit Insurance Corporation to the extent provided by law, except
that the deposits of Comerica Bank & Trust, FSB are insured by the FDIC's
Savings Association Insurance Fund ("SAIF").
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Comerica is a legal entity separate and distinct from its banking and other
subsidiaries. Most of Comerica's revenues result from dividends paid to it by
its bank subsidiaries. There are statutory and regulatory requirements
applicable to the payment of dividends by subsidiary banks to Comerica as well
as by Comerica to its shareholders.
Interstate Banking and Branching
On September 29, 1995, certain provisions of the Riegle/Neal Interstate Banking
and Branching Efficiency Act of 1994 (the "Interstate Act") became effective
and, for practical purposes, permit nationwide banking. The Interstate Act
provides that adequately capitalized and adequately managed bank holding
companies may acquire banks in any state, even in those jurisdictions that
previously barred acquisitions by out-of-state institutions, subject to deposit
concentration limits. The deposit concentration limits provide that regulatory
approval by the Federal Reserve Board may not be granted for a proposed
interstate acquisition if after the acquisition, the acquiror on a consolidated
basis would control more than 10% of the total deposits nationwide or would
control more than 30% of deposits in the state where the acquiring institution
is located. The deposit concentration state limit does not apply for initial
acquisitions in a state and in every case, may be waived by the state
regulatory authority. Interstate acquisitions are subject to compliance with
the Community Reinvestment Act ("CRA"). States are permitted to impose age
requirements not to exceed five years on target banks for interstate
acquisitions. States are not allowed to opt-out of interstate banking.
Branching between states may be accomplished either by merging separate banks
located in different states into one legal entity, or by establishing de novo
branches in another state. Consolidation of banks is not permitted until June
1, 1997, provided that the state has not passed legislation "opting-out" of
interstate branching. If a state opts-out prior to June 1, 1997, then banks
located in that state may not participate in interstate branching. If a state
"opts-in" before June 1, 1997, then banks located in that state may participate
in consolidations on an interstate basis from the date the opt-in becomes
effective. Interstate branching is also subject to a 30% statewide deposit
concentration limit on a consolidated basis, and a 10% nationwide deposit
concentration limit. The laws of the host state regarding community
reinvestment, fair lending, consumer protection (including usury limits) and
establishment of branches shall apply to the interstate branches.
De novo branching by an out-of-state bank is not permitted unless the host
state expressly permits de novo branching by banks from out-of-state. The
establishment of an initial de novo branch in a state is subject to the same
conditions as apply to initial acquisition of a bank in the host state other
than the deposit concentration limits.
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Effective one year after enactment, the Interstate Act permits bank
subsidiaries of a bank holding company to act as agents for affiliated
depository institutions in receiving deposits, renewing time deposits, closing
loans, servicing loans and receiving payments on loans and other obligations.
A bank acting as agent for an affiliate shall not be considered a branch of the
affiliate. Any agency relationship between affiliates must be on terms that
are consistent with safe and sound banking practices. The authority for an
agency relationship for receiving deposits includes the taking of deposits for
an existing account but is not meant to include the opening or origination of
new deposit accounts. Subject to certain conditions, insured saving
associations which were affiliated with banks as of June 1, 1994 may act as
agents for such banks. An affiliate bank or saving association may not conduct
any activity as an agent which such institution is prohibited from conducting
as principal.
If an interstate bank decides to close a branch located in a low- or
moderate-income area, it must comply with additional branch closing notice
requirements. The appropriate regulatory agency is authorized to consult with
community organizations to explore options to maintain banking services in the
affected community where the branch is to be closed.
To ensure that interstate branching does not result in taking deposits without
regard to a community's credit needs, the regulatory agencies are directed to
implement regulations prohibiting interstate branches from being used as
"deposit production offices." The regulations to implement its provisions are
due by June 1, 1997. The regulations must include a provision to the effect
that if loans made by an interstate branch are less than fifty percent of the
average of all depository institutions in the state, then the regulator must
review the loan portfolio of the branch. If the regulator determines that the
branch is not meeting the credit needs of the community, it has the authority
to close the branch and to prohibit the bank from opening new branches in that
state.
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. When the
interstate branching provisions become effective in June 1997, Comerica will
have the opportunity to consolidate its affiliate banks to create one legal
entity with branches in more than one state should management decide to do so,
or to establish branches in different states, subject to any state opt-out
provisions. Of Comerica's primary markets, as of December 31, 1995 Texas was
the only state to have opted out of the interstate branching provisions. The
agency authority permitting Comerica affiliate banks to act as agents for each
other in accepting deposits or servicing loans should make it more convenient
for customers of one Comerica bank to transact their banking business at a
Comerica affiliate in another state provided that operations are in place to
facilitate these out of state transactions.
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Dividends
Each state bank subsidiary that is a member of the Federal Reserve System and
each national banking association is required by federal law to obtain the
prior approval of the Federal Reserve Board or the Office of the Comptroller of
the Currency, as the case may be, for the declaration and payment of dividends
if the total of all dividends declared by the board of directors of such bank
in any year will exceed the total of (i) such bank's net profits (as defined
and interpreted by regulation) for that year plus (ii) the retained net profits
(as defined and interpreted by regulation) for the preceding two years, less
any required transfers to surplus. In addition, these banks may only pay
dividends to the extent that retained net profits (including the portion
transferred to surplus) exceed bad debts (as defined by regulation).
Comerica's state bank subsidiaries that are not members of the Federal Reserve
System are also subject to limitations under state law regarding the amount of
earnings that may be paid out as dividends.
Under the foregoing dividend restrictions, at January 1, 1996 Comerica's
subsidiary banks, without obtaining governmental approvals, could declare
aggregate dividends of approximately $279 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, 1996 through the date of declaration. Dividends paid to Comerica by
its subsidiary banks amounted to $184 million in 1995 and $293 million in 1994.
FIRREA
Recent banking legislation, including the Financial Institutions Reform and
Recovery and Enforcement Act of 1989 ("FIRREA") and the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), has broadened the
regulatory powers of the federal bank regulatory agencies. Under FIRREA, a
depository institution insured by the Federal Deposit Insurance Corporation
(the "FDIC") can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC in connection with (i) the default of a
commonly controlled FDIC-insured depository institution, or (ii) any assistance
provided by the FDIC to any commonly controlled FDIC-insured depository
institution "in danger of default." "Default" is defined generally as the
appointment of a conservator or receiver and "in danger of default" is defined
generally as the existence of certain conditions indicating that a default is
likely to occur in the absence of regulatory assistance.
FDICIA
In December 1991, FDICIA was enacted, substantially revising the bank
regulatory and funding provisions of the Federal Deposit Insurance Act and
making revisions to several other federal
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banking statutes. Among other things, FDICIA requires the federal banking
agencies to take "prompt corrective action" in respect of depository
institutions that do not meet minimum capital requirements. FDICIA establishes
five capital tiers: "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" and "critically
undercapitalized." A depository institution's capital tier will depend upon
where its capital levels are in relation to various relevant capital measures,
which will include a risk-based capital measure and a leverage ratio capital
measure, and certain other factors.
Regulations establishing the specific capital tiers provide that, for an
institution to be well capitalized it must have a total risk-based capital
ratio of at least 10 percent, a Tier 1 risk-based capital ratio of at least 6
percent, a Tier 1 leverage ratio of at least 5 percent, and not be subject to
any specific capital order or directive. For an institution to be adequately
capitalized it must have a total risk-based capital ratio of at least 8
percent, a Tier 1 risk-based capital ratio of at least 4 percent, and a Tier 1
leverage ratio of at least 4 percent (and in some cases 3 percent). Under these
regulations, the banking subsidiaries of Comerica would be considered to be
well capitalized as of December 31, 1995.
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
growth limitations and are required to submit a capital restoration plan. The
federal banking agencies may not accept a capital plan without determining,
among other things, that the plan is based on realistic assumptions and is
likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the
parent holding company under the guaranty is limited to the lesser of (i) an
amount equal to 5 percent of the depository institution's total assets at the
time it became undercapitalized, and (ii) the amount that is necessary (or
would have been necessary) to bring the institution into compliance with all
capital standards applicable with respect to such institution as of the time it
fails to comply with the plan. If a depository institution fails to submit an
acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
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Under FDICIA, the FDIC is permitted to provide financial assistance to an
insured bank before appointment of a conservator or receiver only if (i) such
assistance would be the least costly method of meeting the FDIC's insurance
obligations, (ii) grounds for appointment of a conservator or a receiver exist
or are likely to exist, (iii) it is unlikely that the bank can meet all capital
standards without assistance and (iv) the bank's management has been competent,
has complied with applicable laws, regulations, rules and supervisory
directives and has not engaged in any insider dealing, speculative practice or
other abusive activity.
FDICIA directs that each federal banking agency prescribe standards for
depository institutions and depository institution holding companies relating
to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum earnings
sufficient to absorb losses, a minimum ratio of market value to book value for
publicly traded shares and other standards as they deem appropriate. Such
standards were issued jointly by the agencies on August 9, 1995, in guideline
form. Comerica does not believe that the standards will have a material effect
on its operations.
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 subsidiary banks are all
well-capitalized and may accept brokered deposits without restriction.
FDIC Insurance Assessments
Comerica's subsidiary banks are subject to FDIC deposit insurance assessments.
On January 1, 1994, a permanent risk-based deposit premium assessment system
became effective under which each depositary 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, 1996 maintains the nine categories but
provides for major reductions in the assessment rates for institutions insured
by the BIF. These reductions occur 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. As a result of these reduced
rates, highly-rated banks (including Comerica's banking subsidiaries) will
experience significant reductions in deposit insurance costs.
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Legislation that is now pending in the United States Congress would impose a
substantial one-time assessment on deposits that are insured by the SAIF. The
purpose of this assessment would be to raise the SAIF to its designated reserve
ratio, thereby permitting SAIF assessment rates to be reduced in the same
manner as BIF rates, and avoiding the competitive disadvantage that might
otherwise accrue to SAIF-insured institutions. If this proposal becomes law,
the deposits held by Comerica's federal savings bank subsidiary in Florida, as
well as SAIF-insured deposits that were acquired from insolvent savings
associations by Comerica's subsidiary banks, would be subject to this special
assessment.
COMPETITION
Banking is a highly competitive business. The Michigan banking subsidiary of
the Corporation competes primarily with Detroit and outstate Michigan banks for
loans, deposits and trust accounts. Through its offices in Arizona, California,
Colorado, Florida, Indiana, Illinois, Ohio and Texas, Comerica competes with
other financial institutions for various types of loans. Through its Florida
subsidiary, Comerica competes with many companies, including financial
institutions, for trust business.
At year-end 1995, Comerica Incorporated 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, 1995, Comerica and its subsidiaries had 11,370 full-time and
2,202 part-time employees.
ITEM 2. PROPERTIES
The executive offices of the Corporation are located in the Comerica Tower at
Detroit Center in Detroit, Michigan. Comerica and its subsidiaries 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, 1995, Comerica Bank operated 314 offices within the State of
Michigan, of which 249 were owned and 65 were leased. Five other banking
affiliates operate 196 offices in California, Florida, Illinois and Texas. The
affiliates own 105 of their offices and lease 91 offices. One banking affiliate
also operates from leased space in Toledo, Ohio.
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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 Oakland county 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 response to this item is included under the caption "Other Matters" on page
32 of the Corporation's Annual Report to Shareholders for the year ended
December 31, 1995, which is hereby incorporated by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to shareholders in the fourth quarter of 1995.
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 January 31, 1996, there were
approximately 17,457 holders of the Corporation's common stock.
Quarterly cash dividends were declared during 1995 and 1994 totaling $1.37 and
$1.24 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 1995 and 1994. All of the prices are adjusted for the
January 4, 1993 two-for-one stock split.
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Quarter High Low Dividend Dividend*
Per Share Yield
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1995
Fourth $42.750 $33.625 $ .35 3.7%
Third 36.750 31.875 $ .35 4.1
Second 33.125 27.250 $ .35 4.6
First 28.375 24.125 $ .32 4.9
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1994
Fourth $28.250 $24.125 $.32 4.9%
Third 31.250 27.750 .32 4.3
Second 30.875 25.125 .32 4.6
First 28.250 25.250 .28 4.2
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* Dividend yield is calculated by annualizing
the quarterly dividend per share and dividing by
an average of the high and low price in the
quarter.
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ITEM 6. SELECTED FINANCIAL DATA
The response to this item is included on page 14 of the Corporation's Annual
Report to Shareholders for the year ended December 31, 1995, which 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 on pages 15 through 32 of the
Corporation's Annual Report to Shareholders for the year ended December 31,
1995, which are hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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The response to this item is included on pages 16, 17, 19, 23, 24, 25, 26 and
33 through 55 of the Corporation's Annual Report to Shareholders for the year
ended December 31, 1995, which are hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item will be included under the captions "Election of
Directors" and "Executive Officers of the Corporation" of the Corporation's
definitive Proxy Statement relating to the Annual Meeting of Shareholders to be
held on May 17, 1996, which are hereby incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item will be included under the caption "Compensation of
Executive Officers" of the Corporation's definitive Proxy Statement relating to
the Annual Meeting of Shareholders to be held on May 17, 1996, which is hereby
incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item will be included under the caption "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 17, 1996, which is hereby incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this item will be included under the captions "Transactions of
Directors and Executive Officers with the Corporation" and "Election of
Directors" of the Corporation's definitive Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 17, 1996, which are hereby
incorporated by reference.
Comerica Incorporated and Subsidiaries
FORM 10-K CROSS-REFERENCE INDEX
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Certain information required to be included in this Form 10-K is included in
the 1995 Annual Report to Shareholders or in the 1996 Proxy Statement used in
connection with the 1996 annual meeting of shareholders to be held on May 17,
1996.
The following cross-reference index shows the page location in the 1995 Annual
Report or the section of the 1996 Proxy Statement
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of only that information which is to be incorporated by reference into this
Form 10-K.
All other sections of the 1995 Annual Report or the 1996 Proxy Statement are
not required in this Form 10-K and should not be considered a part thereof.
Page Number of 1995
Annual Report or Section
of 1996 Proxy Statement
PART I
ITEM I. Business ............................................................................... Included herein
ITEM 2. Properties ............................................................................. Included herein
ITEM 3. Legal Proceedings ................................................................................... 32
ITEM 4. Submission of Matters to a Vote of Security Holders -- no matters were
voted upon by security holders in the fourth quarter of 1995.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Security Holder Matters .............. Included herein
ITEM 6. Selected Financial Data ............................................................................. 14
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ............... 15
ITEM 8. Financial Statements and Supplementary Data:
Comerica Incorporated and Subsidiaries
Consolidated Balance Sheets ..................................................................... 33
Consolidated Statements of Income ............................................................... 34
Consolidated Statements of Changes in Shareholders' Equity ...................................... 35
Consolidated Statements of Cash Flows ........................................................... 36
Notes to Consolidated Financial Statements .......................................................... 37
Report of Independent Auditors ...................................................................... 52
Statistical Disclosure by Bank Holding Companies:
Analysis of Net Interest Income - FTE ........................................................... 16
Rate-Volume Analysis - FTE ...................................................................... 17
Analysis of Investment Securities Portfolio - FTE ............................................... 26
Analysis of Investment Securities and Loans ..................................................... 23
Allocation of the Allowance for Loan Losses ..................................................... 24
Loan Maturities and Interest Rate Sensitivity ................................................... 24
Summary of Nonperforming Assets and Past Due Loans .............................................. 26
Cross-Border Outstandings ....................................................................... 23
Analysis of the Allowance for Loan Losses ....................................................... 19
Maturity Distribution of Domestic Certificates of Deposit of $100,000 and Over .................. 25
Financial Ratios and Other Data ................................................................. 53
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
ITEM 11. Executive Compensation .......................................................... 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
16
17
ITEM 13. Certain Relationships and Related Transactions ......................................... Transactions of
Directors and
Executive
Officers with the
Corporation;
Election of
Directors
17
18
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 16.
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 Long-term
Incentive Plan***
10.2 Summary of Comerica Incorporated
Annual Incentive Compensation Plan***
10.3 Comerica Incorporated Plan for
Deferring the Payment of Directors Fees***
10.4 Comerica Incorporated Nonqualified
Retirement Income Guaranty Plan****
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*****
18
19
10.9 Form of Management Continuation Agreement between
registrant and listed officers, October 1987***
10.10 Form of Director Indemnification Agreement between
Comerica Incorporated and its directors, dated
April 1987******
10.11 Employment Continuation Agreement with Eugene A.
Miller*****
10.12 Severance Agreement with Michael T.
Monahan
10.13 Management Continuation Agreement with Ralph W.
Babb Jr.
10.14 Employment Agreement with Ralph W. Babb, Jr.
10.15 Comerica Incorporated Deferred Compensation Plan*******
10.16 Form of Comerica Incorporated Executive Officer
Continuity Agreement between registrant and listed
officers, January 1, 1996
10.17 Form of Comerica Incorporated Senior Officer Severance
Plan between registrant and listed officers, January
1, 1996
11 Statement regarding Computation of Per Share
Earnings********
13 Required portions of Registrant's 1995 Annual Report
to Shareholders
21 Subsidiaries of the Corporation
23.1 Consent of Ernst & Young, L.L.P.
27 Financial Data Schedule
(b) No reports on Form 8-K were filed by the Corporation during the last
quarter of 1995.
** Incorporated by reference from registrant's Annual
Report on Form 10-K for the year ended December 31,
1987 -- Commission File Number 0-7269.
*** Incorporated by reference from Registrant's Annual
Report on Form 10-K for the year ended December 31,
1991 -- Commission File Number 0-7269.
**** Incorporated by reference from Registrant's Form 8-A
Registration Statement dated January 26, 1988 --
Commission File Number 0-7269.
19
20
***** Incorporated by reference from Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992 -- Commission File Number 0-7269.
****** Incorporated by reference from Registrant's Annual
Report on Form 10-K for the year ended December 31,
1989 -- Commission File Number 0-7269.
******* Incorporated by reference from Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993--Commission File Number 0-7269.
******** Incorporated by reference from note 11 on page 42 of
Registrant's Annual Report to Shareholders attached
hereto as Exhibit 13.
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 15th day of March, 1996.
COMERICA INCORPORATED
Eugene A. Miller
Chairman and Chief Executive Officer
Ralph W. Babb Jr.
Executive Vice President and Chief Financial Officer
Arthur W. Hermann
Senior Vice President and Controller
(Chief Accounting Officer)
20
21
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities indicated on
March 15, 1996.
BY DIRECTORS
- -----------------------------------
E. Paul Casey
- -----------------------------------
James F. Cordes
- -----------------------------------
J. Philip DiNapoli
- -----------------------------------
Max M. Fisher
- -----------------------------------
John D. Lewis
- -----------------------------------
Patricia Shontz Longe, Ph.D.
- -----------------------------------
Wayne B. Lyon
- -----------------------------------
Gerald V. MacDonald
- -----------------------------------
Eugene A. Miller
- -----------------------------------
Michael T. Monahan
21
22
- -----------------------------------
Alfred A. Piergallini
- -----------------------------------
Alan E. Schwartz
- -----------------------------------
Howard F. Sims
22
23
EXHIBIT INDEX
EXHIBIT PAGE
NO. DESCRIPTION NO.
- ------- ------------ ----
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 Long-term Incentive Plan***
10.2 Summary of Comerica Incorporated Annual Incentive
Compensation Plan***
10.3 Comerica Incorporated Plan for Deferring the Payment
of Directors Fees***
10.4 Comerica Incorporated Nonqualified Retirement Income
Guaranty Plan****
10.5 Comerica Incorporated's Directors Retirement Plan*****
10.6 Manufacturers National Corporation's 1987 and 1989
Stock Option Plans for Key Employees*****
10.7 Manufacturers National Corporation's Executive
Incentive Plan*****
10.8 Manufacturers National Corporation's Key Employee
Retention Plan*****
10.9 Form of Management Continuation Agreement between
registrant and listed officers, October 1987***
10.10 Form of Director Indemnification Agreement between
Comerica Incorporated and its directors, dated
April 1987******
10.11 Employment Continuation Agreement with Eugene A.
Miller*****
10.12 Severance Agreement with Michael T. Monahan
10.13 Management Continuation Agreement with Ralph W.
Babb, Jr.
10.14 Employment Agreement with Ralph W. Babb, Jr.
10.15 Comerica Incorporated Deferred Compensation Plan*******
10.16 Form of Comerica Incorporated Executive Officer Continuity
Agreement between registrant and listed officers, January 1,
1996
10.17 Form of Comerica Incorporated Senior Officer Severance Plan
between registrant and listed officers, January 1, 1996.
11 Statement regarding Computation of Per Share Earnings********
13 Required portions of Registrant's 1995 Annual Report to
Shareholders
21 Subsidiaries of the Corporation
23.1 Consent of Ernst & Young, L.L.P.
27 Financial Data Schedule
(b) No reports on Form 8-K were filed by the Corporation during the last
quarter of 1995.
** Incorporated by reference from registrant's Annual Report on Form
10-K for the year ended December 31, 1987 -- Commission File Number
0-7269.
*** Incorporated by reference from Registrant's Annual Report on Form
10-K for the year ended December 31, 1991 -- Commission File Number
0-7269.
**** Incorporated by reference from Registrant's Form 8-A Registration
Statement dated January 26, 1988 -- Commission File Number 0-7269.
***** Incorporated by reference from Registrant's Annual Report on Form
10-K for the year ended December 31, 1992 -- Commission File Number
0-7269.
****** Incorporated by reference from Registrant's Annual Report on Form
10-K for the year ended December 31, 1989 -- Commission File Number
0-7269.
******* Incorporated by reference from Registrant's Annual Report on Form
10-K for the year ended December 31, 1993 -- Commission File Number
0-7269.
********Incorporated by reference from note 11 on page 42 of Registrant's
Annual Report to Shareholders attached hereto as Exhibit 13.