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| 8-K - 8-K - COMERICA INC /NEW/ | a2014annualmeetingpresenta.htm |
| EX-99.2 - EXHIBIT - COMERICA INC /NEW/ | ex99204222014.htm |
Comerica Incorporated Annual Meeting of Shareholders April 22, 2014Comerica Bank TowerDallas, TX Call to Order 2
Quorum 3 Proposal IElection of Directors 4
Proposal IIRatification of the Appointmentof Independent Auditors 5 Proposal IIIApproval of a Non-Binding, Advisory Proposal Approving Executive Compensation 6
A Motion to Vote 7 Polls Open for Voting 8
Polls Closed 9 Voting Results 10
Adjournment 11 Safe Harbor Statement Any statements in this presentation that are not historical facts are forward-looking statements as defined in the Private Securities LitigationReform Act of 1995. Words such as “anticipates,” “believes,” “contemplates,” “feels,” “expects,” “estimates,” “seeks,” “strives,” “plans,” “intends,”“outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “opportunity,” “initiative,”“outcome,” “continue,” “remain,” “maintain,” “on course,” “trend,” “objective,” “looks forward,” “projects,” “models” and variations of such words andsimilar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as theyrelate to Comerica or its management, are intended to identify forward-looking statements. These forward-looking statements are predicated onthe beliefs and assumptions of Comerica's management based on information known to Comerica's management as of the date of thispresentation and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives ofComerica's management for future or past operations, products or services, and forecasts of Comerica's revenue, earnings or other measures ofeconomic performance, including statements of profitability, business segments and subsidiaries, estimates of credit trends and global stability.Such statements reflect the view of Comerica's management as of this date with respect to future events and are subject to risks anduncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Comerica's actual resultscould differ materially from those discussed. Factors that could cause or contribute to such differences are changes in general economic, politicalor industry conditions; changes in monetary and fiscal policies, including changes in interest rates; volatility and disruptions in global capital andcredit markets; changes in Comerica's credit rating; the interdependence of financial service companies; changes in regulation or oversight;unfavorable developments concerning credit quality; the effects of more stringent capital or liquidity requirements; declines or other changes in thebusinesses or industries of Comerica's customers; operational difficulties, failure of technology infrastructure or information security incidents; theimplementation of Comerica's strategies and business initiatives; Comerica's ability to utilize technology to efficiently and effectively develop,market and deliver new products and services; changes in the financial markets, including fluctuations in interest rates and their impact on depositpricing; competitive product and pricing pressures among financial institutions within Comerica's markets; changes in customer behavior; anyfuture strategic acquisitions or divestitures; management's ability to maintain and expand customer relationships; management's ability to retainkey officers and employees; the impact of legal and regulatory proceedings or determinations; the effectiveness of methods of reducing riskexposures; the effects of terrorist activities and other hostilities; the effects of catastrophic events including, but not limited to, hurricanes,tornadoes, earthquakes, fires and floods; changes in accounting standards and the critical nature of Comerica's accounting policies. Comericacautions that the foregoing list of factors is not exclusive. For discussion of factors that may cause actual results to differ from expectations, pleaserefer to our filings with the Securities and Exchange Commission. In particular, please refer to “Item 1A. Risk Factors” beginning on page 12 ofComerica's Annual Report on Form 10-K for the year ended December 31, 2013. Forward-looking statements speak only as of the date they aremade. Comerica does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur afterthe date the forward-looking statements are made. For any forward-looking statements made in this presentation or in any documents, Comericaclaims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. 12
Chairman and Chief Executive Officer’s Presentation 13 By Providing a Higher Level of BankingWe Raise the Expectations of What a Bank Can Be 14
11.5.13 15 growth and profitability by delivering a higher level of banking that nurtures lifelong relationships with unwavering integrity and financial prudence. To achieve balanced 11.5.13 16
2013 and first quarter 2014 financial results Our solid capital position Stock performance Executive compensation Focusing on opportunities ahead Ongoing commitments to community, diversity & sustainability Questions and answers Overview 17 Financial Summary $ in millions, except per share data ● 1Calculated using net income attributable to common shares ● 2See Supplemental Financial Data slides for a reconciliation of non-GAAP financial measures ● 3Estimated ratios based on the standardized approach in the final rule and excluding most elements of accumulated other comprehensive income (AOCI) ● 4Estimated 18 1Q14 4Q13 2013 2012 Diluted income per common share1 $0.73 $0.62 $2.85 $2.67 Net interest income $410 $430 $1,672 $1,728 Loan accretion 12 23 49 71 Provision for credit losses 9 9 46 79 Noninterest income 208 219 826 818 Noninterest expenses 406 473 1,722 1,757 Litigation related expenses 3 52 52 23 Net income 139 117 541 521 Total average loans $45,075 $44,054 $44,412 $43,306 Total average deposits 52,770 52,769 51,711 49,533 Tier 1 common capital ratio3 10.54%4 10.64% Basel III Tier 1 common capital ratio3,4 10.3% 10.3% Average diluted shares (millions) 187 186
Solid Shareholder ReturnIncreasing Bottom Line & Book Value 1Dividends per common share 2.09 2.67 2.85 2011 2012 2013 0.40 0.55 0.68 2011 2012 2013 Earning Per Share Growth($ per share) +70% Book Value Per Share Growth($ per share) 34.80 36.87 39.23 2011 2012 2013 +13% Dividends Per Share1 Growth($ per share) +36% 47% 79% 76% 19% 21% 23% 2011 2012 2013 Shares Repurchased Dividend Shareholder Payout 19 Stock Performance Note: PBI: Incentive Peer Bank Index; BKX: KBW Bank Index; SPX: S&P 500 Index 20 Year-to-Date Performance(Price per share from January 1, 2014 to April 17, 2014)2013 Performance(Price per share from January 1, 2013 to December 31, 2013) SPX PBIBKXSPX PBIBKX 59.4 % 56.7 % 51.0 % 46.9 % 40.0 % 38.7 % 38.4 % 29.8 % 28.2 % 21.8 % 18.2 % 17.6 % 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% KEY CMA HBA N SNV ZIO N RF FITB ST I BBT BOK F MTB FHN 4.4% 3.3% 3.1% 1.9% 1.6% 1.0% 1.0% 0.9% -0.4 % -3.5 % -4.6 % -8.1 % -5% 0% 5% MTB RF ST I CMA BB T KEY BOK F ZIO N FITB FHN HBA N SNV
Executive Compensation Comerica Compensation Philosophy Align the interests of management with those of the shareholder Attract, retain, and motivate superior executive talent Balanced approach to executive compensation program • Competitive base salaries • Short and long-term management cash incentive awards based on performance • Long-term stock incentive awards Strong pay for performance philosophy Senior officers are subject to stock ownership guidelines 21 In Response to Feedback in 2013, We Made Important Changes to our Executive Compensation Programs for 2014 Implemented a new three-year performance share program Eliminated duplicate metrics in short- and long-term incentives Restructured the short-term cash incentive program to measure absolute (actual) performance Updated funding scale for long-term cash incentive program Adopted forfeiture provision for unvested equity awards Revised stock ownership guidelines for CEO 22
Footprint Reflects Balanced Growth Strategy 1At 12/31/13 2013 2003 72% 44% 14% 28% 12% 22% 2% 2% 4% 360 Banking Centers 483 Banking Centers 215 136 105 9 18 Banking Centers By State1 23 Focus on Growth in California & TexasMaintain Leadership Position in Michigan $ in billions 10.1 10.2 9.9 9.8 10.4 1Q13 2Q13 3Q13 4Q13 1Q14 Average Loans 10.0 10.2 10.3 10.5 10.9 1Q13 2Q13 3Q13 4Q13 1Q14 Average Deposits 13.5 13.9 14.0 14.4 14.8 1Q13 2Q13 3Q13 4Q13 1Q14 Average Loans 14.4 14.7 14.6 15.2 14.8 1Q13 2Q13 3Q13 4Q13 1Q14 Average Deposits 13.7 13.6 13.3 13.3 13.5 1Q13 2Q13 3Q13 4Q13 1Q14 Average Loans 20.3 20.2 20.5 20.5 20.6 1Q13 2Q13 3Q13 4Q13 1Q14 Average Deposits +6% +3% +3% -3% +1% +1% 24
Exceptional Service Value-AddedFinancial Solutions Mutual Trust Profitability Deep and Enduring Relationships Business Bank Strategy Provides a Strong Foundation 25 The Retail Bank & Wealth Management Organizational Goals 1Balance between the lines of business RetailBanking Small Business PrivateBanking Advisory Services The Retail Bank Wealth Management Balance1Funding Growth 26
Collaboration is Key 27 Retail Banking Business Bank Wealth Management Small Business $546 million In Opening Balances3,795 Qualified Referrals 2013 Results Comerica Collaborates Educate, train, incent teamwork Building deep relationships Business Bank products:• Treasury Management• Commercial Card• Merchant Services• Letters of Credit• Foreign Exchange• Insurance Wealth Management products:• Private Banking • Asset Management• Securities/ Capital Markets • 401K/ Trust Advisory Retail Bank products:• On the Job Banking Best Regional Bank: Southwest Based on:• Assets• Profitability• Strategic Relationships• Customer Service• Competitive Pricing• Innovative Products 1Based on nearly 14,000 interviews with businesses with sales of $10-$500MM across the country ● 2Based on over 17,000 interviews with businesses with sales $1-$10MM across the country ● 3Overall Satisfaction – West. Comparisons are based on only those banks operating in each region. 2013 Greenwich AwardsMost Awards of any US Bank Middle Market1 SmallBusiness2 Overall Satisfaction Relationship Manager Capability Financial Stability Investment Banking International Service Likelihood to Recommend Personal Banking Satisfaction Treasury Management: • Overall Satisfaction • Accuracy of Operations • Customer Service • Product Capabilities • Sales Specialist Performance 3 Recent Award Announcements 28
Strong Commitment to Community 29 $8 Millioncontributed to not-for-profit organizations 72,000+ Hoursvolunteered by employees DiversityContinue to receivenational recognition 30
Leader in Sustainability 31
Q&A 33 Supplemental Financial DataReconciliation of non-GAAP financial measures with financial measures defined by GAAP ($ in millions) The Tier 1 common capital ratio removes preferred stock and qualifying trust preferred securities from Tier 1 capital as defined by and calculated in conformity with bank regulations. The tangible common equity ratio removes preferred stock and the effect of intangible assets from capital and the effect of intangible assets from total assets.The Corporation believes these measurements are meaningful measures of capital adequacy used by investors, regulators, management and others to evaluate the adequacy of common equity and to compare against other companies in the industry1Tier 1 Capital and risk-weighted assets as defined and calculated in accordance with regulation.2March 31, 2014 Tier 1 Capital and Risk-Weighted assets are estimated. 3/31/14 12/31/13 9/30/13 6/30/13 3/31/13 Tier 1 and Tier 1 common capital1,2Risk-weighted assets1,2Tier 1 and Tier 1 common capital ratio 6,96166,05110.54% 6,89564,82510.64% 6,86264,02710.72% 6,80065,22010.43% 6,74865,09910.37% Total shareholders’ equityLess: GoodwillLess: Other intangible assets $7,28363516 $7,15363517 $6,96963518 $6,91163520 $6,98863521 Tangible common equity $6,632 $6,501 $6,316 $6,256 $6,332Total assetsLess: GoodwillLess: Other intangible assets $65,68163516 $65,22763517 $64,67063518 $62,94763520 $64,88563521Tangible assets $65,030 $64,575 $64,017 $62,292 $64,229Tangible common equity ratio 10.20% 10.07% 9.87% 10.04% 9.86% 34
Supplemental Financial DataTier 1 Common Equity under Basel III ($ in millions) The Tier 1 common capital ratio removes preferred stock and qualifying trust preferred securities from Tier 1 capital as defined by and calculated in conformity with bank regulations. The Basel III Tier 1 common capital ratio further adjusts Tier 1 common capital and risk-weighted assets to account for the final rule approved by U.S. banking regulators in July 2013 for the U.S. adoption of the Basel III regulatory capital framework. The final Basel III capital rules are effective January 1, 2015 for banking organizations subject to the standardized approach. The Corporation believes these measurements are meaningful measures of capital adequacy used by investors, regulators, management and others to evaluate the adequacy of common equity and to compare against other companies in the industry.1Tier 1 Capital and risk-weighted assets as defined in accordance with regulation.2Estimated ratios based on the standardized approach in the final rule for the U.S. adoption of the Basel III regulatory capital framework and excluding most elements of AOCI. 3March 31, 2014 Tier 1 Capital and Risk-Weighted assets are estimated. Basel III Tier 1 Common Capital Ratio 3/31/14 12/31/13 9/30/13 6/30/13 3/31/13 Tier 1 common capital3Basel III adjustments2 $6,961(3) $6,895(6) $6,862(4) $6,800-- $6,748(1) Basel III Tier 1 common capital2 $6,958 $6,889 $6,858 $6,800 $6,747 Risk-weighted assets1,3Basel III adjustments2 $66,0511,603 $64,8251,754 $64,0271,726 $65,2202,091 $65,0991,996Basel III risk-weighted assets2 $67,654 $66,579 $65,753 $67,311 $67,095 Tier 1 common capital ratio3Basel III Tier 1 common capital ratio2 10.5%10.3% 10.6%10.3% 10.7%10.4% 10.4%10.1% 10.4%10.1% 35