1 EXHIBIT 99.2 TABLE 1: SELECTED FINANCIAL DATA Year ended December 31 (dollar amounts in millions, except per share data) 2000 1999 1998 1997 1996 - ----------------------------------------------------------------------------------------------------------------------------------- EARNINGS SUMMARY Total interest income $3,773 $3,061 $2,978 $2,930 $2,772 Net interest income 2,004 1,817 1,720 1,645 1,553 Provision for credit losses 255 146 146 169 121 Securities gains 11 9 7 6 14 Noninterest income (excluding securities gains) 948 858 660 603 593 Noninterest expenses 1,486 1,359 1,237 1,177 1,287 Net income 791 759 651 586 471 PER SHARE OF COMMON STOCK Basic net income $4.38 $4.20 $3.58 $3.17 $2.44 Diluted net income 4.31 4.13 3.51 3.11 2.40 Cash dividends declared 1.60 1.44 1.28 1.15 1.01 Common shareholders' equity 23.98 20.87 17.99 16.10 14.77 Market value 59.38 46.69 68.19 60.17 34.92 YEAR-END BALANCES Total assets $49,534 $45,510 $42,785 $41,018 $37,556 Total earning assets 45,791 42,426 39,090 37,370 34,031 Total loans 40,170 36,305 34,053 31,681 28,270 Total deposits 33,854 29,196 29,883 26,761 25,317 Total borrowings 10,353 11,682 8,999 10,612 8,780 Medium- and long-term debt 8,259 8,757 5,358 7,363 4,246 Common shareholders' equity 4,250 3,698 3,178 2,864 2,652 DAILY AVERAGE BALANCES Total assets $46,877 $42,662 $39,969 $38,521 $36,980 Total earning assets 43,364 39,247 36,599 35,275 33,819 Total loans 38,698 35,490 31,916 29,609 27,189 Total deposits 30,340 27,478 26,604 25,082 24,670 Total borrowings 11,621 11,003 9,626 9,929 8,917 Medium- and long-term debt 8,298 7,441 6,109 6,035 4,750 Common shareholders' equity 3,963 3,409 2,995 2,723 2,814 RATIOS Return on average assets 1.69% 1.78% 1.63% 1.52% 1.27% Return on average common shareholders' equity 19.52 21.78 21.16 20.88 16.43 Efficiency ratio 50.28 50.70 51.84 52.15 59.57 Dividend payout ratio 37 35 36 37 42 Average common shareholders' equity as a percentage of average assets 8.45 7.99 7.49 7.07 7.61 2 MANAGEMENT'S DISCUSSION AND ANALYSIS Restated for Pooling with Imperial EARNINGS PERFORMANCE NET INTEREST INCOME Net interest income is the difference between interest earned on assets, including certain yield related fees, and interest paid on liabilities. Interest expense includes the net interest income or expense associated with risk management interest rate swaps. Adjustments are made to the yields on tax-exempt assets in order to present tax-exempt income and fully taxable income on a comparable basis. Net interest income on a fully taxable equivalent basis (FTE) comprised 68 percent of net revenues in 2000 and 1999, compared 72 percent in 1998. 3 TABLE 2: ANALYSIS OF NET INTEREST INCOME --- FULLY TAXABLE EQUIVALENT 2000 ----------------------------- Average Average (dollar amounts in millions) Balance Interest Rate - ----------------------------------------------------------------------------------- Commercial loans $ 25,313 $2,244 8.87% International loans 2,552 235 9.21 Real estate construction loans 2,554 257 10.09 Commercial mortgage loans 5,142 453 8.80 Residential mortgage loans 833 64 7.64 Consumer loans 1,434 131 9.09 Lease financing 870 54 6.24 ----------------------------- Total loans (1) 38,698 3,438 8.88 Taxable securities 3,627 256 7.06 Securities exempt from Federal income taxes 61 5 8.20 ----------------------------- Total investment securities 3,688 261 6.99 Short term investments 978 78 7.97 ----------------------------- Total earning assets 43,364 3,777 8.71 Cash and due from banks 1,842 Allowance for credit losses (595) Accrued income and other assets 2,266 -------- Total assets $ 46,877 ======== Money market and NOW accounts $9,188 295 3.21 Savings deposits 1,403 23 1.65 Certificates of deposit 9,867 575 5.81 Foreign office deposits (2) 814 63 7.75 ----------------------------- Total interest-bearing deposits 21,272 4.48 956 Short-term borrowings 3,323 215 6.48 Medium- and long-term debt 8,298 550 6.63 Other (3) - 48 - ----------------------------- Total interest-bearing sources 32,893 1,769 5.38 Noninterest-bearing deposits 9,068 Accrued expenses and other liabilities 703 Preferred stock 250 Common shareholders' equity 3,963 -------- Total liabilities and shareholders' equity $ 46,877 ======== Net interest income/rate spread (FTE) $2,008 3.33 ====== FTE adjustment (4) $ 4 ====== Impact of net noninterest-bearing sources of funds 1.30 ------ Net interest margin (as a percentage of average earning assets)(FTE) 4.63% ====== 4 1999 --------------------------------- Average Average (dollar amounts in millions) Balance Interest Rate - -------------------------------------------------------------------------------------- Commercial loans $23,069 $1,778 7.71% International loans 2,627 206 7.86 Real estate construction loans 1,729 159 9.21 Commercial mortgage loans 4,583 379 8.27 Residential mortgage loans 930 70 7.47 Consumer loans 1,853 184 9.95 Lease financing 699 49 6.91 ------------------------------- Total loans (1) 35,490 2,825 7.96 Taxable securities 3,009 193 6.34 Securities exempt from federal income taxes 98 8 9.02 ------------------------------- Total investment securities 3,107 201 6.42 Short term investments 650 40 6.06 ------------------------------- Total earning assets 39,247 3,066 7.81 Cash and due from banks 1,896 Allowance for credit losses (531) Accrued income and other assets 2,050 --------- Total assets $42,662 ========= Money market and NOW accounts $ 8,815 241 2.73 Savings deposits 1,541 24 1.59 Certificates of deposit 7,773 381 4.90 Foreign office deposits (2) 688 48 7.05 ------------------------------- Total interest-bearing deposits 18,817 694 3.69 Short-term borrowings 3,562 183 5.14 Medium- and long-term debt 7,441 425 5.71 Other (3) - (58) - ------------------------------- Total interest-bearing sources 29,820 1,244 4.17 Noninterest-bearing deposits 8,661 Accrued expenses and other liabilities 522 Preferred stock 250 Common shareholders' equity 3,409 --------- Total liabilities and shareholders' equity $42,662 ========= Net interest income/rate spread (FTE) $1,822 3.64 ====== FTE adjustment (4) $ 5 ====== Impact of net noninterest-bearing sources of funds 1.00 ----- Net interest margin (as a percentage of average earning assets)(FTE) 4.64% ===== 5 1998 -------------------------------- Average Average (dollar amounts in millions) Balance Interest Rate - -------------------------------------------------------------------------------------- Commercial loans $19,850 $1,613 8.12% International loans 2,342 187 7.97 Real estate construction loans 1,200 119 9.94 Commercial mortgage loans 4,011 351 8.76 Residential mortgage loans 1,331 102 7.70 Consumer loans 2,606 266 10.19 Lease financing 576 44 7.65 ------------------------------- Total loans (1) 31,916 2,682 8.40 Taxable securities 3,898 255 6.52 Securities exempt from Federal income taxes 143 12 9.10 ------------------------------- Total investment securities 4,041 267 6.61 Short term investments 642 36 5.61 ------------------------------- Total earning assets 36,599 2,985 8.16 Cash and due from banks 1,963 Allowance for credit losses (498) Accrued income and other assets 1,905 ---------- Total assets $39,969 ========== Money market and NOW accounts $8,296 263 3.17 Savings deposits 1,611 29 1.80 Certificates of deposit 7,601 403 5.30 Foreign office deposits (2) 651 44 6.71 ------------------------------- Total interest-bearing deposits 18,159 739 4.07 Short-term borrowings 3,517 191 5.43 Medium- and long-term debt 6,109 374 6.13 Other (3) - (46) - ------------------------------- Total interest-bearing sources 27,785 1,258 4.53 Noninterest-bearing deposits 8,445 Accrued expenses and other liabilities 494 Preferred stock 250 Common shareholders' equity 2,995 ---------- Total liabilities and shareholders' equity $39,969 ========== Net interest income/rate spread (FTE) $1,727 3.63 ====== FTE adjustment (4) $ 7 ====== Impact of net noninterest-bearing sources of funds 1.09 ------ Net interest margin (as a percentage of average earning assets)(FTE) 4.72% ====== 6 (1) Nonaccrual loans are included in average balances reported and are used to calculate rates. (2) Includes substantially all deposits by foreign depositors; deposits are primarily in excess of $100,000. (3) Net interest rate swap (income)/expense. If swap (income)/expense were allocated, average rates on total loans would have been 8.74% in 2000, 8.06% in 1999, and 8.49% in 1998; average rates on medium- and long-term debt would have been 6.55% in 2000, 5.37% in 1999, and 5.76% in 1998; the average rate on certificates of deposit would have been 5.78% in 2000. (4) The FTE adjustment is computed using a federal income tax rate of 35%. 7 TABLE 3 - RATE VOLUME ANALYSIS - FULLY TAXABLE EQUIVALENT BASIS 2000/1999 1999/1998 ----------------------------------------- ----------------------------------------- Increase Increase Net Increase Increase Net (Decrease) (Decrease) Increase (Decrease) (Decrease) Increase (in millions) Due to Rate Due to Volume* (Decrease) Due to Rate Due to Volume* (Decrease) - ----------------------------------------------------------------------------------------------------------------------------------- Interest income (FTE): Loans: Commercial loans $ 267 $ 199 $ 466 $ (84) $ 249 $ 165 International loans 36 (7) 29 (3) 22 19 Real estate construction loans 15 83 98 (10) 50 40 Commercial mortgage loans 25 49 74 (19) 47 28 Residential mortgage loans 2 (8) (6) (3) (29) (32) Consumer loans (15) (38) (53) (6) (76) (82) Lease financing (7) 12 5 (4) 9 5 ----- ----- ----- ----- ----- ----- Total loans 323 290 613 (129) 272 143 Taxable securities 21 42 63 (1) (61) (62) Securities exempt from federal income taxes - (3) (3) - (4) (4) ----- ----- ----- ----- ----- ----- Total investment securities 21 39 60 (1) (65) (66) Short-term investments 7 31 38 5 (1) 4 ----- ----- ----- ----- ----- ----- Total interest income (FTE) 351 360 711 (125) 206 81 Interest expense: Money market and NOW accounts 43 11 54 (37) 15 (22) Savings deposits 1 - 1 (3) (2) (5) Certificates of deposit 74 118 192 (33) 11 (22) Foreign office deposits 5 10 15 2 2 4 ----- ----- ----- ----- ----- ----- Total interest-bearing deposits 123 139 262 (71) 26 (45) Federal funds purchased and securities 8 sold under agreements to repurchase 1 (1) - (7) 15 8 Other borrowed funds 49 (17) 32 (3) (13) (16) Medium- and long-term debt 69 56 125 (28) 79 51 Other (1) 106 - 106 (12) - (12) ----- ----- ----- ----- ----- ----- Total interest expense 348 177 525 (121) 107 (14) ----- ----- ----- ----- ----- ----- Net interest income (FTE) $ 3 $ 183 $ 186 $ (4) $ 99 $ 95 ===== ===== ===== ===== ===== ===== * Rate/volume variances are allocated to variances due to volume (1) Net interest rate swap (income)/expense 9 Net interest income (FTE) increased 10 percent to $2,008 million in 2000. Contributing to this increase was a 10 percent increase in average earning assets and an increase in noninterest-bearing sources of funds. Comerica (the "Corporation") continued to generate strong growth in business loans in 2000. Business loans averaged $36.4 billion in 2000, a significant increase of 11 percent from 1999. The increase in noninterest-bearing sources of funds was primarily due to a $554 million increase in average shareholders' equity and a $407 million increase in average noninterest-bearing deposits. Net interest income (FTE) expressed as a percentage of average earning assets is referred to as the net interest margin. For 2000, the net interest margin was 4.63 percent, a decline of one basis point from 4.64 percent in 1999. The net interest margin was negatively impacted by slower growth in core deposit balances than that of earning assets, resulting in a greater reliance on higher cost certificates of deposits and medium- and long-term debt in the mix of interest-bearing liabilities. Core deposits are defined as total deposits excluding certificates of deposit greater than $100 thousand and foreign office time deposits. This was primarily offset by an increase in the benefit to the net interest margin provided by interest-free sources of funds. Although not experienced in 2000, a greater reliance on market-priced sources of funding to support loan growth is expected to put downward pressure on the net interest margin. Comerica implements various asset and liability management tactics to minimize exposure to net interest income risk. This risk represents the potential reduction in net interest income that may result from a fluctuating economic environment including changes to interest rates and portfolio growth rates. Such actions include the management of earning assets, funding and capital. In addition, off-balance sheet interest rate swap contracts are employed, effectively fixing the yields on certain variable rate loans and altering the interest rate characteristics of debt issued throughout the year. Refer to the "Interest Rate Risk" section of this financial review for additional information regarding the Corporation's asset and liability management policies. In 1999, net interest income (FTE) increased five percent to $1,822 million. Contributing to the increase over 1998 was an 11 percent increase in average total loans and an increase in noninterest-bearing sources of funds, primarily shareholders' equity. A significant increase in average commercial loans was partially offset by planned reductions of investment securities, which decreased on average by $934 million, or 23 percent, from 1998, and planned runoff of residential mortgage and consumer loans, which declined on an average basis by a combined $1.2 billion from 1998. The net interest margin decreased eight basis points to 4.64 percent from 4.72 percent in 1998. The decrease in net interest margin in 1999 was partially due to a nine basis point decline in the impact of net noninterest-bearing sources of funds resulting from an average rate environment which was lower in 1999 than 1998, as well as changes in the mix of interest-bearing liabilities. This was offset by a strategic repositioning within the earning assets portfolio, whereby investment securities and residential mortgage and consumer loans were replaced with commercial loans. 10 PROVISION AND ALLOWANCE FOR CREDIT LOSSES TABLE 4: ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES Year Ended December 31 (dollar amounts in millions) 2000 1999 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------- Balance at beginning of period $548 $515 $475 $403 $378 Allowance of institutions purchased/sold - - - - (3) Transfer to loans held for sale - (4) - - - Loans charged off: Domestic Commercial 200 101 70 42 40 Real estate construction - - 2 2 5 Commercial mortgage 1 2 1 4 5 Residential mortgage - - - - 1 Consumer 11 31 65 92 86 Lease financing 1 - 4 - - International 11 10 7 1 - --------------------------------------------------------- Total loans charged off 224 144 149 141 137 Recoveries: Domestic Commercial 21 21 21 20 21 Real estate construction - - - 2 1 Commercial mortgage 1 3 9 10 9 Residential mortgage - - - - - Consumer 7 10 13 12 13 Lease financing - 1 - - - International - - - - - --------------------------------------------------------- Total recoveries 29 35 43 44 44 --------------------------------------------------------- Net loans charged off 195 109 106 97 93 Provision for credit losses 255 146 146 169 121 --------------------------------------------------------- Balance at end of period $608 $548 $515 $475 $403 ==== ==== ==== ==== ==== Ratio of allowance for credit losses to total loans at end of period 1.51% 1.51% 1.51% 1.50% 1.43% Ratio of net loans charged off during the period to average loans outstanding during the period 0.50% 0.31% 0.34% 0.33% 0.34% 11 The provision for credit losses reflects management's evaluation of the adequacy of the allowance for credit losses. The allowance for credit losses represents management's assessment of probable losses inherent in the Corporation's loan portfolio, including all binding commitments to lend. The allowance provides for probable losses that have been identified with specific customer relationships and for probable losses believed to be inherent but that have not been specifically identified. The Corporation allocates the allowance for credit losses to each loan category based on a defined methodology which has been in use, without material change, for several years. Internal risk ratings are assigned to each business loan at the time of approval and are subject to subsequent periodic reviews by the senior management of the Credit Policy Group. Business loans are defined as those belonging to the commercial, international, real estate construction, commercial mortgage and lease financing categories. A detailed credit quality review is performed quarterly on large business loans which have deteriorated below certain levels of credit risk. A specific portion of the allowance is allocated to such loans based upon this review. The portion of the allowance allocated to the remaining business loans is determined by applying projected loss ratios to each risk rating based on numerous factors identified below. The portion of the allowance allocated to consumer loans is determined by applying projected loss ratios to various segments of the loan portfolio. Projected loss ratios incorporate factors such as recent charge-off experience, current economic conditions and trends, geographic dispersion of borrowers, and trends with respect to past due and nonaccrual amounts. The allocated reserve was $443 million at December 31, 2000, an increase of $109 million from year-end 1999. This increase was attributable to an increase in the specific portion of the allowance for certain large business loans with deteriorated credit risk at December 31, 2000. Allocations to business loans, as shown in Table 7, increase due to loan growth and changing credit characteristics of the portfolio. Actual loss ratios experienced in the future could vary from those projected. The uncertainty occurs because other factors affecting the determination of probable losses inherent in the loan portfolio may exist which are not necessarily captured by the application of historical loss ratios. To ensure a higher degree of confidence, an unallocated allowance is also maintained. The unallocated portion of the loss reserve reflects management's view that the reserve should have a margin that recognizes the imprecision underlying the process of estimating expected credit losses. Determination of the probable losses inherent in the portfolio, which are not necessarily captured by the allocation methodology discussed above, involves the exercise of judgment. Factors which were considered in the evaluation of the adequacy of the Corporation's unallocated reserve include portfolio exposures to the healthcare, high technology and energy industries, customers engaged in sub-prime lending, as well as Latin American transfer risks and the risk associated with new customer relationships. The unallocated reserve was $165 million at December 31, 2000, a decrease of $49 million from 1999. An increase in allocated reserves for healthcare and Indonesian customers resulted in a lesser need for unallocated reserves for these customers and was the primary reason for the decline in unallocated reserve. Management also considers industry norms and the expectations from rating agencies and banking regulators in determining the adequacy of the allowance. The total allowance, including the unallocated amount, is available to absorb losses from any segment within the portfolio. The provision for credit losses was $255 million in 2000, compared to $146 million in 1999 and 1998. Net charge-offs in 2000 were $195 million, or 0.50 percent of average total loans, compared to $109 million, or 0.31 percent, in 1999 and $106 million, or 0.34 percent, in 1998. An analysis of the changes in the allowance for credit losses, including charge-offs and recoveries by loan category, is presented in Table 4. Consumer net charge-offs decreased from 1999 levels, primarily due to the sale of $457 million of revolving check credit and bankcard loans in the first quarter of 2000. Charge-offs on business loans increased, in part, as a result of Imperial Bank adopting a more conservative charge-off policy to conform with that of the Corporation. At December 31, 2000, the allowance for credit losses was $608 million, an increase of $60 million from year-end 1999. The allowance as a percentage of total loans remained the same at 1.51 percent at December 31, 2000 and 1999. As a percentage of nonperforming assets, the allowance was 179 percent at December 31, 2000, versus 258 percent at year-end 1999. 12 NONINTEREST INCOME Year ended December 31 (in millions) 2000 1999 1998 - ---------------------------------------------------------------------------- Fiduciary and investment management income $306 $244 $193 Service charges on deposit accounts 189 177 164 Commercial lending fees 63 55 58 Letter of credit fees 52 46 31 Securities gains 11 9 7 Net gain on sales of businesses 50 76 11 Other noninterest income 287 260 203 ---- ---- ---- Total noninterest income $958 $867 $667 ==== ==== ==== Noninterest income increased $91 million, or 10 percent, to $958 million in 2000, compared to $867 million in 1999 and $667 million in 1998. In 2000, the Corporation announced an alliance to provide third party bankcard and revolving check credit services to the Corporation's customers and sold $457 million of loans in connection with forming the alliance. Comparisons between 2000 and 1999 for certain noninterest income and expense line items were impacted by the sale. Also the comparisons of noninterest income and expense line items were impacted by the Corporation obtaining a majority interest in Munder Capital Management ("Munder"), an investment advisory subsidiary in 1998. Prior to the third quarter of 1998, the Corporation accounted for its minority interest in Munder under the equity method, recording the Corporation's pro-rata share of Munder net income in other noninterest income. The alliance discussed above resulted in a gain of $48 million in 2000. In 1999, the Corporation's majority-owned subsidiary, Official Payments Corporation ("OPAY") (Nasdaq: OPAY), completed an initial public offering of common stock to the public. The net gain on sales of businesses in 1999 is principally comprised of $44 million from this initial public offering, a gain of $21 million on the sale of ownership in an automated teller machine network provider, and a $9 million gain on the sale of certain trust businesses. The $11 million gain in 1998 was the result of the sale of the mortgage servicing business and consumer loans. Fiduciary and investment management income, which includes investment advisory revenue generated by Munder, increased $62 million, or 25 percent, in 2000, compared to an increase of $51 million, or 26 percent, in 1999. After adjusting for the Munder consolidation and the sale of certain trust businesses, the increase in 1999 over 1998 was 16 percent. The increase in 2000 was primarily due to higher investment advisory fees at Munder, which increased $64 million, or 105 percent, over 1999. The increase in Munder revenue was principally due to growth, early in 2000, of average assets in Munder's Internet and technology focused mutual funds. Munder's investment advisory revenue in the fourth quarter 2000, was well below the amount recorded during each of the first three quarters of the year, primarily due to a decline in the technology sector of the stock market. Stock market performance resulted in a decrease in assets under management at Munder to $48 billion at December 31, 2000, from $56 billion at year-end 1999. Personal and institutional trust fees, on a combined basis, were stable when compared to 1999. Service charges on deposit accounts increased $12 million, or seven percent, in 2000 compared to an increase of $13 million, or eight percent, in 1999. This increase was primarily attributable to continued strong growth in the sale of new and existing cash management services to business customers during 2000. The increase in 2000 was net of the negative impact of higher earnings credit allowances provided to business customers. Commercial lending fees increased $8 million, or 15 percent, in 2000 compared to a decrease of $3 million, or five percent, in 1999. Commitment fees and loan syndication and participation agent fees, the two major components of this category were the primary sources of the overall increase. Letter of credit fees increased $6 million, or 13 percent, in 2000 compared to an increase of $15 million, or 48 percent, in 1999. These increases were primarily related to growth in middle-market commercial lending relationships and strong demand for international trade services from new and existing customers. 13 The Corporation recognized a net gain related to its investment securities portfolio of $11 million, $9 million, and $7 million in 2000, 1999 and 1998, respectively. Securities gains in 2000 were net of a $6 million write-down of low-income housing investments where the underlying investment is accounted for under the cost method. Other noninterest income increased $27 million, or 11 percent, in 2000. Higher levels of income from Munder's equity investment in Framlington (a London, England based investment manager) and an increase in brokerage service fees and foreign exchange income accounted for the majority of this increase. Significant nonrecurring items in other noninterest income in 2000 included a $6 million gain from the demutualization of an insurance carrier. Offsetting these gains was a $7 million write-down of low-income housing investments which are being accounted for under the equity method and a $7 million impairment on technology-related mutual fund deferred distribution costs. Warrant income was $30 million in 2000, $33 million in 1999 and $22 million in 1998. At December 31, 2000 the corporation owned over 800 warrant positions which had an unrealized gain of approximately $3 million. NONINTEREST EXPENSES Year Ended December 31 (in millions) 2000 1999 1998 - ------------------------------------------------------------------------------------ Salaries $ 752 $ 679 $ 597 Employee benefits 99 99 83 ------ ------ ------ Total salaries and employee benefits 851 778 680 Net occupancy expense 110 104 100 Equipment expense 77 73 70 Outside processing fee expense 63 60 53 Other 361 339 341 ------ ------ ------ Subtotal 1,462 1,354 1,244 Restructuring charge/(credit) - - (7) Other significant nonrecurring items 24 5 - ------ ------ ------ Total noninterest expenses $1,486 $1,359 $1,237 ====== ====== ====== Noninterest expenses increased nine percent to $1,486 million in 2000, compared to $1,359 million in 1999 and $1,237 million in 1998. Excluding the effect of divestitures and the significant nonrecurring items discussed below, noninterest expenses increased eight percent in 2000. Total salaries expense increased $73 million, or 11 percent, in 2000 versus an increase of $82 million, or 14 percent, in 1999. The increase in 2000 was primarily due to annual merit increases, investments in staff in growth businesses and higher levels of incentives, which are tied to revenue growth. The number of full-time equivalent employees at December 31, 2000, decreased by 40, or less than one percent, from year-end 1999, primarily due to forming the bankcard and revolving check credit alliance. Employee benefits expense remained at the same level in 2000 versus an increase of $16 million, or 19 percent, in 1999. The constant amount in 2000 was primarily attributable to lower levels of pension expense due to favorable changes in defined benefit plan assumptions as well as a reduction in long-term disability expense, partially offset by higher payroll tax expense. Net occupancy and equipment expenses, on a combined basis, increased $10 million, or six percent, to $187 million in 2000, slightly more than the increase of $7 million, or four percent, in 1999. Outside processing fees increased slightly to $63 million in 2000 from $60 million in 1999 and $53 million in 1998. Other noninterest expenses increased $41 million, or 12 percent, in 2000 compared to a $3 million increase in 1999. Other noninterest expenses in 2000 included $12 million of interest associated with a preliminary settlement of Federal tax years prior to 1993, a $6 million contribution to Comerica's charitable foundation and $6 million of 14 marketing costs to launch a new closed-end fund. A $5 million contribution to Comerica's charitable foundation was included in 1999 other noninterest expenses. Higher levels of advertising expense, due principally to marketing costs for mutual funds, were incurred in 2000. The Corporation's efficiency ratio is defined as total noninterest expenses divided by the sum of net interest revenue (FTE) and noninterest income, excluding securities gains. The ratio improved 42 basis points to 50.28 percent in 2000, compared to 50.70 percent in 1999 and 51.84 percent in 1998. INCOME TAXES The provision for income taxes was $431 million in 2000, compared to $419 million in 1999 and $353 million in 1998. The effective tax rate, computed by dividing the provision for income taxes by income before taxes, was 35.3 percent in 2000 and 35.6 percent in 1999 and 35.1 percent in 1998. TABLE 5 : ANALYSIS OF INVESTMENT SECURITIES AND LOANS December 31 (in millions) 2000 1999 1998 1997 1996 - --------------------------------------------------------------------------------------------------------------------- Investment securities available for sale U.S. government and agency securities $ 3,135 $ 2,950 $ 2,882 $ 3,892 $ 4,387 State and municipal securities 46 73 115 170 228 Other securities 710 760 410 613 611 -------------------------------------------------------- Total investment securities available for sale $ 3,891 $ 3,783 $ 3,407 $ 4,675 $ 5,226 ====== ======= ======= ======= ======= Commercial loans $26,009 $23,629 $22,097 $18,152 $15,115 International loans Government and official institutions 2 10 12 6 11 Banks and other financial institutions 402 391 433 339 323 Other 2,167 2,172 2,268 1,740 1,372 -------------------------------------------------------- Total international loans 2,571 2,573 2,713 2,085 1,706 Real estate construction loans 2,915 2,167 1,339 1,116 837 Commercial mortgage loans 5,361 4,873 4,322 3,867 3,808 Residential mortgage loans 808 871 1,038 1,565 1,744 Consumer loans 1,477 1,389 1,897 4,379 4,654 Lease financing 1,029 803 647 517 406 -------------------------------------------------------- Total loans $40,170 $36,305 $34,053 $31,681 $28,270 ======= ======= ======= ======= ======= STRATEGIC LINES OF BUSINESS The Corporation has strategically aligned its operations into three major lines of business: the Business Bank, the Individual Bank and the Investment Bank. These lines of business are differentiated based upon the products and services provided. In addition to the three major lines of business, the Finance Division is also reported as a segment. The Other category included items not directly associated with these lines of business. Business Bank results were restated to include Imperial Bank, acquired in January 2001, and accounted for as a pooling of interest. Note 23 describes how these segments were identified and presents financial results of these businesses for the years ended December 31, 2000, 1999 and 1998. The Business Bank's net income increased $6 million, or one percent, in 2000. Comparisons with 1999 were affected by additional charge-offs in 2000 recorded by the merged bank to align charge-off policies with the Corporation. The increase of $183 million in net interest income (FTE) was substantially offset by increases of $110 million in the provision for credit losses and $72 million in noninterest expenses. Loan growth of 12 percent 15 was primarily in middle market lending, asset based/specialty lending, commercial real estate and national dealer services. Growth in average loans to large business customers was moderate, while average international loans were flat. The increase in noninterest income was primarily due to higher commercial deposit service charge income, commercial lending fees and letter of credit fees. Noninterest expenses increased 12 percent primarily due to an increase in salary and benefits expense resulting from merit increases, higher levels of revenue-related incentives and an increase of staff in growth businesses. Individual Bank net income increased $53 million, or 20 percent, in 2000, a substantial increase over 1999. Comparisons with 1999 were affected by forming an alliance to offer bankcard and revolving check credit services to the Corporation's customers. Net interest income increased $35 million, or five percent, and was generated principally from a three percent growth in deposit balances coupled with smaller rate increases in core deposits compared to earning assets. Noninterest income increased $44 million, or 15 percent, and was primarily due to a $48 million gain on the sale of $457 million of revolving check credit and bankcard loans associated with forming the alliance mentioned above. Noninterest expenses decreased $5 million, or one percent, primarily due to reduced salaries expense also attributable to forming the alliance. Excluding the $48 million gain and the impact of forming the alliance, total revenues (FTE) in 2000 would have been $1,023 million, a three percent increase over 1999, while net income in 2000 would have increased eight percent to $287 million. Return on average assets and return on average common equity in 2000 would have been 1.61 percent and 38.57 percent, respectively. Net income for the Investment Bank was $12 million in 2000, a decrease of 10 percent from 1999. Noninterest income rose $66 million, or 32 percent, from last year. Significant growth in investment advisory and brokerage fees was reduced by declines in institutional trust and retirement services fees. Noninterest expense growth from revenue-related incentives for investment advisory fees and inter-segment referrals, advertising and start-up expenses for new funds offset much of the revenue increase. The Finance Division's net income decreased $20 million in 2000, primarily due to a $30 million decrease in net interest income. As interest rates increased throughout 2000, interest income declined from swaps Finance used to hedge interest rate risk in other business segments. Net income for the Other category decreased $7 million in 2000. Noninterest income in 1999 included a $21 million gain on the sale of the Corporation's ownership in an ATM network provider. Partially offsetting the decline in noninterest income was an $8 million decrease in the allowance for credit losses not assigned to specific business lines. BALANCE SHEET AND CAPITAL FUNDS ANALYSIS Total assets were $49.5 billion at year-end 2000, an increase of $4.0 billion from $45.5 billion at December 31, 1999. On an average basis, total assets increased to $46.9 billion in 2000 from $42.7 billion in 1999. This increase was funded primarily by deposits, which rose on average $2.9 billion and medium- and long-term debt, which grew on average $857 million. EARNING ASSETS Total earning assets were $45.8 billion at December 31, 2000, representing a $3.4 billion increase from $42.4 billion at year-end 1999. On an average basis, total earning assets were $43.4 billion in 2000, compared to $39.2 billion in 1999. Commercial loans grew significantly in 2000, increasing on an average basis by $2.2 billion, or 10 percent, from 1999. Average real estate construction increased $825 million, or 48 percent, while average commercial mortgage loans increased $559 million, or 12 percent. These increases are attributable to successful execution of our core lending strategy, strong customer relationships and continued economic strength in the commercial loans markets. 16 TABLE 6: LOAN MATURITIES AND INTEREST RATE SENSITIVITY After One December 31, 2000 Within But Within After (in millions) One Year* Five Years Five Years Total Commercial loans $20,987 $3,988 $1,034 $26,009 Commercial mortgage loans 1,868 2,418 1,075 5,361 International loans 2,217 319 35 2,571 Real estate construction loans 2,323 479 113 2,915 --------------------------------------------------- Total $27,395 $7,204 $2,257 $36,856 ======= ====== ====== ======= Loans maturing after one year Predetermined interest rates $3,333 $1,902 Floating interest rates 3,871 355 ------------------- Total $7,204 $2,257 ====== ====== * Includes demand loans, loans having no stated repayment schedule or maturity and overdrafts. TABLE 7: ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES December 31 (in millions) 2000 1999 1998 1997 1996 - -------------------------------------------------------------------------------------------- Commercial $290 $226 $182 $117 $116 Real estate construction 11 12 9 20 22 Commercial mortgage 59 35 21 18 27 Residential mortgage 0 0 0 1 2 Consumer 8 18 48 116 120 Lease financing 5 8 6 1 1 International 70 35 17 5 3 Unallocated 165 214 232 197 112 ------------------------------------------------------ Total $608 $548 $515 $475 $403 ==== ==== ==== ==== ==== Loans by category as a percent of total loans 2000 1999 1998 1997 1996 ------------------------------------------------------ Commercial 65% 65% 65% 57 54% Real estate construction 7 6 4 4 3 Commercial mortgage 13 14 13 12 14 Residential mortgage 2 2 3 5 6 Consumer 4 4 5 14 16 Lease financing 3 2 2 2 1 International 6 7 8 6 6 ----------------------------------------------------- TOTAL LOANS 100% 100% 100% 100% 100% === === === === === 17 International loans averaged $2.6 billion in 2000, a decline of $75 million, or three percent, from 1999, as international economies were generally weaker than the United States. Active risk management practices minimize risk inherent in international lending arrangements. These practices include structuring bilateral agreements or participating in bank facilities, which secure repayment from sources external to the borrower's country. Accordingly, such international outstandings are excluded from cross-border risk of that country. Mexican cross border risk of $626 million, or 1.26 percent of total assets, was the only country with exposure exceeding 1.00 percent of total assets at December 31, 2000. Additional information on the Corporation's Mexican cross-broader risk is provided in Table 8. TABLE 8: INTERNATIONAL CROSS-BORDER RISK Governments Banks and December 31 And Official Other Financial Commercial (in millions) Institutions Institutions and Industrial Total - ----------------------------------------------------------------------------------------------- Mexico 2000 $ 9 $114 $503 $626 1999 15 150 426 591 1998 15 214 347 576 - ---------------------------------------------------------------------------------------------- Canada 1998 $ - $ - $380 $380 - ---------------------------------------------------------------------------------------------- Average residential mortgage loans decreased $97 million, reflecting management's decision to sell the majority of mortgage originations. Excluding the decline in consumer loans attributable to the sale of $457 million of bankcard and revolving check credit loans mentioned earlier, consumer loans increased from growth in home equity lending. Average investment securities rose to $3.7 billion in 2000, compared to $3.1 billion in 1999. Average U.S. government and agency securities increased $565 million, while average state and municipal securities decreased $37 million. Increases in U.S. government and agency securities resulted from purchasing investment securities to maintain the relative size of that portfolio, while the tax exempt portfolio of state and municipal securities continued to decrease as reduced tax advantages for these type of securities discouraged additional investment. Average other securities increased $53 million, and consist primarily of collateralized mortgage obligations (CMOs), Brady bonds, Eurobonds and Small Business Administration (SBA) securities. 18 TABLE 9: ANALYSIS OF INVESTMENT SECURITIES PORTFOLIO - FULLY TAXABLE EQUIVALENT Maturity** -------------------------------------------------------------------------------------------- Within 1 Year 1 - 5 Years 5 - 10 Years After 10 Years Total Weighted December 31, 2000 Average -------------------------------------------------------------------------------------------- Maturity (dollar amounts in millions) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Yrs./Mos. - ----------------------------------------------------------------------------------------------------------------------------------- Available for sale U.S. Treasury $ 18 6.11% $ 40 6.16% $ - -% $ - -% $ 58 6.14% 1/0 U.S. government and agency 104 5.32 214 6.65 1,202 6.49 1,557 7.12 3,077 6.77 13/2 State and municipal Securities 12 5.78 24 6.29 9 6.08 1 6.38 46 6.12 3/3 Other bonds, notes and debentures 256 6.76 183 9.41 50 8.34 57 7.29 546 7.85 3/4 Federal Reserve Bank stock and Other investments* - - - - - - - - 164 - - --------------------------------------------------------------------------------------------------- Total investment securities available for sale $ 390 6.32% $ 461 7.68% $1,261 6.55% $1,615 7.13% $3,891 6.92% 11/4 ====== ==== ====== ===== ====== ==== ====== ==== ====== ==== ==== * Balances are excluded in the calculation of total yield. ** Based on final contractual maturity. 19 OTHER EARNING ASSETS Short-term investments include interest-bearing deposits with banks, federal funds sold and securities purchased under agreements to resell, trading securities and loans held for sale. These investments provide a range of maturities under one year to manage short-term investment requirements of the Corporation. Interest-bearing deposits with banks are investments with banks in developed countries or foreign banks' international banking facilities located in the United States. Federal funds sold offer supplemental earning opportunities and serve correspondent banks. Loans held for sale typically represent residential mortgage loans and SBA loans that have been originated and which management has decided to sell. Loans held for sale in 2000 also included the revolving credit and bankcard loans, which were sold during the year. These loans had been reclassified to loans held for sale at the end of 1999 and remained there until the date of sale. Average short-term investments increased to $978 million during 2000, from $650 million in 1999, due to this reclassification. TABLE 10: MATURITY DISTRIBUTION OF DOMESTIC CERTIFICATES OF DEPOSIT $100,000 AND OVER December 31 (in millions) 2000 1999 - -------------------------------------------------------------------------------------------------------- Three months or less $ 3,206 $ 2,752 Over three months to six months 2,028 662 Over six months to twelve months 2,061 637 Over twelve months 349 187 ------- -------- Total $ 7,644 $ 4,238 ======= ======== DEPOSITS AND BORROWED FUNDS Average deposits increased $2.9 billion, or 10 percent, from 1999. Average noninterest-bearing deposits grew $407 million, or five percent, from 1999, primarily from the growth in commercial loan relationships. Average interest-bearing transaction, savings and money market deposits increased two percent during 2000, to $10.6 billion. Average certificates of deposit increased $2.1 billion, or 27 percent, from 1999, the increase was primarily issued in denominations in excess of $100,000 through brokers or to institutional investors. Average foreign office time deposits increased $126 million over the 1999 level, mostly from deposits at Mexican and Canadian subsidiaries. Average short-term borrowings decreased $239 million as deposit growth and an increase in medium- and long-term debt reduced the need for these funding sources. Short-term borrowings include federal funds purchased, securities sold under agreement to repurchase, commercial paper and treasury tax and loan notes. The Corporation uses medium-term debt (both domestic and European) and long-term debt to provide funding to support expanding earning assets while providing liquidity which mirrors the estimated duration of deposits. Long-term subordinated notes further help maintain the subsidiary banks' total capital ratio at a level that qualifies for the lowest FDIC risk-based insurance premium. Medium- and long-term debt increased on an average basis by $857 million to fund earning asset growth. Average long-term debt increased primarily due to the issuance of $250 million of subordinated notes during the year. Further information on medium- and long-term debt is included in Note 10 to the consolidated financial statements. CAPITAL Shareholders' equity was $4.5 billion at December 31, 2000, up $552 million, or 14 percent from December 31, 1999. This increase was primarily due to $409 million of retained earnings, $35 million of common stock issued for employee stock plans and $34 million in other comprehensive income, offset by a reduction in equity of $50 million from the repurchase of common stock. Further information on the change in other comprehensive income is provided in Note 12 to the consolidated financial statements. 20 The Corporation declared common dividends totaling $250 million, or $1.60 per share, on net income applicable to common stock of $774 million. The dividend payout ratio, calculated on a per share basis, was 37 percent in 2000 versus 35 percent in 1999 and 36 percent in 1998. At December 31, 2000, the Corporation and all of its banking subsidiaries exceeded the capital ratios required for an institution to be considered "well capitalized" by the standards developed under the Federal Deposit Insurance Corporation Improvement Act of 1991. See Note 18 to the consolidated financial statements for the capital ratios. RISK MANAGEMENT The Corporation assumes various types of risk in the normal course of business. The most significant risk exposures are from credit, interest rate, liquidity and operations. The other commonly identified exposure, market risk, is not significant as trading activities are limited. Comerica employs risk management processes to identify, measure, monitor and control these risks. CREDIT RISK Credit represents the risk that a customer or counterparty may not perform in accordance to contractual terms. Credit risk is inherent in the financial services business and results from extending credit to customers, purchasing securities and entering into off-balance sheet financial derivative instruments. Policies and procedures for measuring and managing this risk are formulated, approved and communicated throughout the Corporation. Credit executives, independent from lending officers, are involved in the origination and underwriting process to ensure adherence to risk policies and underwriting standards. The Corporation also manages credit risk through diversification, limiting exposure to any single industry environment or customer, selling participations to third parties and requiring collateral. 21 NONPERFORMING ASSETS TABLE 11: SUMMARY OF NONPERFORMING ASSETS AND PAST DUE LOANS December 31 (dollar amounts in millions) 2000 1999 1998 1997 1996 - ---------------------------------------------------------------------------------------------------------------- Nonperforming assets Nonaccrual loans Commercial loans $244 $127 $97 $62 $76 International loans 58 44 20 1 - Real estate construction loans 5 - 2 5 14 Commercial mortgage loans 17 10 7 11 23 Residential mortgage loans - 1 3 4 5 Consumer loans 3 5 3 5 5 Lease financing 4 6 7 1 - ---------------------------------------------------------- Total nonaccrual loans 331 193 139 89 123 Reduced-rate loans 2 9 18 32 37 ---------------------------------------------------------- Total nonperforming loans 333 202 157 121 160 Other real estate 6 11 7 20 31 ---------------------------------------------------------- Total nonperforming assets $339 $213 $164 $141 $191 ======= ======= ======== ======== ======= Nonperforming loans as a percentage of Total loans 0.83% 0.56% 0.46% 0.38% 0.57% Nonperforming assets as a percentage of total loans and other real estate 0.84% 0.59% 0.48% 0.44% 0.67% Allowance for credit losses as a percentage of total nonperforming assets 179% 257% 314% 337% 211% Loans past due 90 days or more and still accruing $36 $48 $44 $56 $52 Nonperforming assets include loans on nonaccrual status, loans which have been renegotiated to less than market rates due to a serious weakening of the borrower's financial condition and other real estate which has been acquired primarily through foreclosure and is awaiting disposition. The Corporation's policies regarding nonaccrual loans reflect the importance of identifying troubled loans early. Consumer loans are charged off no later than 180 days past due, or earlier if deemed uncollectible. Loans other than consumer are generally placed on nonaccrual status when management determines that principal or interest may not be fully collectible, but no later than 90 days past due on principal or interest unless it is fully collateralized and in the process of collection. Loan amounts in excess of probable future cash collections are charged off to an amount that management ultimately expects to collect. Interest previously accrued but not collected on nonaccrual loans is charged against current income at the time the loan is placed on nonaccrual. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Loans which have been restructured to yield a rate that was equal to or greater than the rate charged for new loans with comparable risk and have met the requirements for a return to accrual status are generally not included in nonperforming assets. However, such loans may be required to be evaluated for impairment. 22 Nonperforming assets as a percent of total loans and other real estate were 0.84 percent and 0.59 percent at year-end 2000 and 1999, respectively. Nonaccrual loans at December 31, 2000, increased 72 percent to $331 million from $193 million at year-end 1999. Table 11 provides additional detail on nonperforming assets. The 1999 decline in reduced-rate loans, which consisted primarily of below-market yield bankcard loans, resulted from the sale of bankcard and revolving credit loans discussed previously. Loans past due 90 days or more and still on accrual status decreased $12 million from year-end 1999. The nonaccrual loan table below indicates the percentage of nonaccrual loan value to original contract value which exhibits the degree to which loans reported as nonaccrual have been charged off. Other real estate owned (ORE) decreased $5 million. Nonaccrual Loans December 31 (dollar amounts in millions) 2000 1999 - --------------------------------------------------------------- Carrying value $331 $193 Contractual value 499 279 Carrying value as a percentage of contractual value 66% 69% ====== ====== CONCENTRATION OF CREDIT Loans to companies and individuals involved with the automotive industry, including suppliers, manufacturers and dealers, represented the largest significant industry concentration at December 31, 2000. These loans totaled $5.7 billion, or 14 percent of total loans at December 31, 2000, compared to $4.8 billion, or 13 percent, at December 31, 1999. Included in these totals are floor plan loans to automotive dealers of $2.1 billion and $1.7 billion at December 31, 2000 and 1999, respectively. All other industry concentrations individually represented less than 10 percent of total loans at year-end 2000. The Corporation has successfully operated in the Michigan economy despite a loan concentration and several downturns in the auto industry. The largest automotive industry loan on nonaccrual status at December 31, 2000, was $6 million. The largest automotive industry-related charge-off during the year was $5 million. COMMERCIAL REAL ESTATE LENDING The real estate construction loan portfolio contains loans primarily made to long-time customers with satisfactory completion experience. The portfolio has approximately 1,579 loans, of which 57 percent have balances less than $1 million. The largest real estate construction loan has a balance of approximately $34 million. Total commercial mortgage loans totaled $5.4 billion at December 31, 2000. The largest loan in this portfolio had a balance of approximately $30 million. The Corporation's policy requires a 75 percent or less loan-to-value ratio for all commercial mortgage and real estate construction loans. INTEREST RATE RISK Interest rate risk arises primarily through the Corporation's core business activities of extending loans and accepting deposits. The Corporation actively manages its material exposure to interest rate risk. The principal objective of asset and liability management is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity. The Corporation utilizes various on- and off-balance sheet financial instruments to manage the extent to which net interest income may be 23 affected by fluctuations in interest rates. The board of directors authorizes the Asset Liability Policy Committee (ALPC) to establish policies and risk limits pertaining to asset and liability management activities. The ALPC, in addition to the board, monitors compliance with these policies. The ALPC meets regularly to discuss asset and liability management strategies and is comprised of executive and senior management from various areas of the Corporation, including finance, lending, investments and deposit gathering. INTEREST RATE SENSITIVITY Interest rate risk arises in the normal course of business due to differences in the repricing and maturity characteristics of assets and liabilities. Since no single measurement system satisfies all management objectives, a combination of techniques is used to manage interest rate risk, including simulation analysis, asset and liability repricing schedules and economic value of equity. The ALPC regularly reviews the results of these interest rate risk measurements. The Corporation frequently evaluates net interest income under various balance sheet and interest rate scenarios. The results of these analyses provide the information needed to assess the proper balance sheet structure. An unexpected change in economic activity, whether domestically or internationally, could translate into a materially different interest rate environment than currently expected. Management evaluates "base" net interest income under what is believed to be the most likely balance sheet structure and interest rate environment. This "base" net interest income is then evaluated against interest rate scenarios that increase and decrease 200 basis points from the most likely rate environment. In addition, adjustments to asset prepayment levels, yield curves and overall balance sheet mix and growth assumptions are made to be consistent with each interest rate environment. These assumptions are inherently uncertain and, as a result, the model cannot precisely predict the impact of higher or lower interest rates on net interest income. Actual results may differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. Derivative financial instruments entered into for risk management purposes are included in these analyses. The measurement of risk exposure for a 200-basis-point decline in short-term interest rates identified approximately $51 million, or two percent, of net interest income at risk during 2001. If short-term interest rates rise 200 basis points, net interest income would be enhanced during 2001 by approximately $6 million, or less than one percent. Corporate policy limits adverse change to no more than five percent of management's most likely net interest income forecast and the Corporation is operating within this policy guideline. Most assets and liabilities reprice either at maturity or in accordance with their contractual terms. However, several balance sheet components demonstrate characteristics that require adjustments to more accurately reflect repricing and cash flow behavior. Assumptions based on historical pricing relationships and anticipated market reactions are made to certain core deposit categories to reflect the elasticity of the changes in the related interest rates relative to changes in market interest rates. In addition, estimates are made concerning early loan and security repayments. Prepayment assumptions are based on the expertise of portfolio managers along with input from financial markets. Consideration is given to current and future interest rate levels. While management recognizes the limited ability of a traditional gap schedule to accurately portray interest rate risk, adjustments are made to provide a more accurate picture of the Corporation's interest rate risk profile. This additional interest rate risk measurement tool provides a directional outlook on the impact of changes in interest rates. Interest rate sensitivity is measured as a percentage of earning assets. The operating range for interest rate sensitivity, on an elasticity-adjusted basis, is between an asset sensitive position of 10 percent of earning assets and a liability sensitive position of 10 percent of earning assets. Table 12 shows the interest sensitivity gap as of year-end 2000 and 1999. The report reflects the contractual repricing and payment schedules of assets and liabilities, including an estimate of all early loan and security repayments which adds $585 million of rate sensitivity to the 2000 year-end gap. In addition, the schedule includes an adjustment for the price elasticity on certain core deposits. 24 TABLE 12: SCHEDULE OF RATE SENSITIVE ASSETS AND LIABILITIES December 31, 2000 December 31, 1999 Interest Sensitivity Period Interest Sensitivity Period ------------------------------------- ---------------------------------- Within Over Within Over (dollar amounts in millions) One Year One Year Total One Year One Year Total - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS Cash and due from banks $ - $ 1,931 $ 1,931 $ - $1,510 $ 1,510 Short-term investments 1,727 3 1,730 2,337 1 2,338 Investment securities 1,863 2,028 3,891 1,696 2,087 3,783 Commercial loans (including lease financing) 24,947 2,091 27,038 22,443 1,990 24,433 International loans 2,440 131 2,571 2,523 50 2,573 Real estate related loans 6,217 2,867 9,084 5,022 2,888 7,910 Consumer loans 989 488 1,477 896 493 1,389 -------------------------------------------------------------------------- Total loans 34,593 5,577 40,170 30,884 5,421 36,305 Other assets 888 924 1,812 647 927 1,574 -------------------------------------------------------------------------- Total assets $39,071 $10,463 $49,534 $35,564 $9,946 $45,510 ======= ======= ======= ======= ====== ======= LIABILITIES Deposits Noninterest-bearing $3,772 $6,417 $10,189 $2,780 $5,895 $8,675 Savings - 1,340 1,340 - 1,441 1,441 Money market and NOW 7,618 2,303 9,921 6,861 2,442 9,303 Certificates of deposit 10,698 1,282 11,980 7,396 1,034 8,430 Foreign office 424 - 424 1,347 - 1,347 -------------------------------------------------------------------------- Total deposits 22,512 11,342 33,854 18,384 10,812 29,196 Short-term borrowings 2,093 - 2,093 2,925 - 2,925 Medium- and long-term debt 6,546 1,713 8,259 7,273 1,484 8,757 Other liabilities 329 499 828 224 460 684 -------------------------------------------------------------------------- Total liabilities 31,480 13,554 45,034 28,806 12,756 41,562 Shareholders' equity 10 4,490 4,500 (31) 3,979 3,948 -------------------------------------------------------------------------- Total liabilities and shareholders' equity $31,490 $18,044 $49,534 $28,775 $16,735 $45,510 ======= ======= ======= ======= ======= ======= 25 Sensitivity impact of interest rate swaps (7,946) 7,946 - (7,409) 7,409 - -------------------------------------------------------------------------- Interest sensitivity gap (365) 365 - (620) 620 - Gap as a percentage of earning assets (1)% 1% - (1)% 1% - Sensitivity impact from elasticity adjustments (1) 1,735 (1,735) - 2,386 (2,386) - -------------------------------------------------------------------------- Interest sensitivity gap with elasticity adjustments(1) 1,370 (1,370) - 1,766 (1,766) - Gap as a percentage of earning assets 3% (3)% - 4% (4)% - (1) Elasticity adjustments for NOW, savings and money market deposit accounts are based on expected future pricing relationships as well as historical pricing relationships dating back to 1985. 26 The Corporation was in an asset sensitive position throughout most of 2000. The Corporation had a one-year asset sensitive gap of $1,370 million, or three percent of earning assets, as of December 31, 2000. This compares to a $1,766 million asset sensitive gap, or four percent of earning assets, at December 31, 1999. Management anticipates continued growth in asset sensitivity throughout 2001, and will analyze both on- and off-balance sheet alternatives to hedge this increased asset sensitivity to achieve the desired interest rate risk profile for the Corporation. The Corporation utilizes interest rate swaps predominantly as asset and liability management tools with the overall objective of mitigating adverse impact to net interest income from changes in interest rates. To accomplish this objective, the Corporation uses interest rate swaps primarily to modify the interest rate characteristics of certain assets and liabilities (e.g., from a floating rate to a fixed rate, from a fixed rate to a floating rate, or from one floating rate index to another). This strategy assists management in achieving interest rate objectives. RISK MANAGEMENT DERIVATIVE FINANCIAL INSTRUMENTS AND FOREIGN EXCHANGE CONTRACTS RISK MANAGEMENT NOTIONAL ACTIVITY Interest Foreign Rate Exchange ($ in millions) Contracts Contracts Totals - ------------------------------------------------------------------------------- Balances at December 31, 1998 $12,744 $ 1,055 $13,799 Additions 11,069 12,123 23,192 Maturities/amortizations (5,441) (11,965) (17,406) Terminations (1,376) - (1,376) ------------------------------------- Balances at December 31, 1999 16,996 1,213 18,209 Additions 10,886 8,850 19,736 Maturities/amortizations (9,230) (9,455) (18,685) Terminations - - - ------------------------------------- Balances at December 31, 2000 $18,652 $ 608 $19,260 ======= ======== ======= The notional amount of risk management interest rate swaps totaled $12.6 billion at December 31, 2000, and $9.0 billion at December 31, 1999. The fair value of risk management interest swaps at December 31, 2000, was an asset of $173 million, compared to a liability of $165 million at December 31, 1999. For the year ended December 31, 2000, risk management interest rate swaps generated $48 million of net interest expense, compared to $58 million of net interest income for the year ended December 31, 1999. These off balance sheet instruments represented 57 percent of total derivative financial instruments and foreign exchange contracts, including commitments to purchase and sell investment securities, at year-end 2000 and 46 percent at year-end 1999. Table 13 summarizes the expected maturity distribution of the notional amount of risk management interest rate swaps and provides the weighted average interest rates associated with amounts to be received or paid as of December 31, 2000. The swaps have been grouped by the assets and liabilities to which they have been designated. 27 TABLE 13: REMAINING EXPECTED MATURITY OF RISK MANAGEMENT INTEREST RATE SWAPS 2006- Dec. 31, (dollar amounts in millions) 2001 2002 2003 2004 2005 2026 Total 1999 - ----------------------------------------------------------------------------------------------------------------------------------- VARIABLE RATE ASSET DESIGNATION: Receive fixed swaps Generic $3,276 $2,868 $3,173 $34 $9 $15 $9,375 $6,851 Index amortizing - - - - - - - 149 Weighted average:(1) Receive rate 5.68% 7.14% 9.82% 6.71% 6.76% 6.70% 7.54% 6.36% Pay rate 6.72% 8.27% 9.48% 6.79% 7.16% 7.00% 8.13% 6.71% - ----------------------------------------------------------------------------------------------------------------------------------- FIXED RATE ASSET DESIGNATION: Pay fixed swaps Generic $- $- $- $- $- $- $- $13 Index amortizing - - - - - - - 7 Amortizing - 1 - - - - 1 2 Weighted average:(2) Receive rate -% 5.94% -% -% -% -% 5.94% 6.37% Pay rate -% 6.05% -% -% -% -% 6.05% 5.93% - ----------------------------------------------------------------------------------------------------------------------------------- FIXED RATE DEPOSIT DESIGNATION: Generic receive fixed swaps $1,065 $73 $- $20 $- $220 $1,378 240 Weighted average:(1) Receive rate 7.15% 7.58% -% 7.10% -% 7.22% 7.19% 7.12% Pay rate 6.68% 6.71% -% 6.60% -% 6.59% 6.66% 6.00% - ----------------------------------------------------------------------------------------------------------------------------------- 28 MEDIUM- AND LONG-TERM DEBT DESIGNATION: Generic receive fixed swaps $- $ 150 $- $- $ 250 $1,315 $ 1,715 $1,675 Weighted average:(1) Receive rate -% 7.22% -% -% 7.04% 6.75% 6.83% 6.83% Pay rate -% 6.76% -% -% 6.76% 6.75% 6.76% 5.98% Floating/floating swaps $125 $- $- $- $- $- $125 $37 Weighted average:(3) Receive rate 6.72% -% -% -% -% -% 6.72% 5.93% Pay rate 6.59% -% -% -% -% -% 6.59% 6.19% - ----------------------------------------------------------------------------------------------------------------------------------- Total notional amount $4,466 $3,092 $3,173 $54 $ 259 $1,550 $12,594 $8,974 - ----------------------------------------------------------------------------------------------------------------------------------- (1) Variable rates paid on receive fixed swaps are on one-month and three-month LIBOR or one-month CDOR rates effective December 31, 2000. Variable rates received on pay fixed swaps are based on prime. (2) Variable rate received is based on one-month CDOR at December 31, 2000. (3) Variable rate paid is based on LIBOR at December 31, 2000, while variable rate received is based on the three-month U.S. Treasury bill bond equivalent rate. 29 In addition to interest rate swaps, the Corporation employs various other types of off-balance sheet derivatives and foreign exchange contracts to mitigate exposures to interest rate and foreign currency risks associated with specific assets and liabilities (e.g., loans or deposits denominated in foreign currencies). Such instruments include interest rate caps and floors, purchased put options, foreign exchange forward contracts and foreign exchange swap agreements. The aggregate notional amounts of these risk management derivatives and foreign exchange contracts at December 31, 2000 and 1999, were $6.7 billion and $9.2 billion, respectively. Interest rate floor contracts with a weighted average strike price of 5.73% represent $5.0 billion of the $6.7 billion of notional amounts. The interest rate floors expire $2.0 billion in March 2001, $2.0 billion in June 2001, $0.5 billion in September 2001 and $0.5 billion in October 2002. Further information regarding risk management financial instruments and foreign currency exchange contracts is provided in Notes 1, 10, 19 and 26. CUSTOMER-INITIATED AND OTHER DERIVATIVE FINANCIAL INSTRUMENTS AND FOREIGN EXCHANGE CONTRACTS CUSTOMER-INITIATED AND OTHER NOTIONAL ACTIVITY Interest Foreign Rate Exchange (in millions) Contracts Contracts Totals ------------------------------------ Balances at December 31, 1998 $711 $815 $1,526 Additions 186 32,636 32,822 Maturities/amortizations (334) (32,744) (33,078) ---------------------------------- Balances at December 31, 1999 563 707 1,270 Additions 488 50,643 51,131 Maturities/amortizations (181) (49,473) (49,654) ---------------------------------- Balances at December 31, 2000 $870 $1,877 $2,747 ==== ====== ====== On a limited basis, the Corporation writes interest rate caps and enters into foreign exchange contracts and interest rate swaps to accommodate the needs of customers requesting such services. Customer-initiated activity represented 12 percent at December 31, 2000 and seven percent at December 31, 1999, of total derivative and foreign exchange contracts, including commitments to purchase and sell securities. Refer to Note 19 of the financial statements for further information regarding customer-initiated and other derivative financial instruments and foreign exchange contracts. LIQUIDITY RISK Liquidity is the ability to meet financial obligations through the maturity or sale of existing assets or acquisition of additional funds. Liquidity requirements are satisfied with various funding sources, including a $15 billion medium-term note program which allows the Michigan, California and Texas banks to issue debt with maturities between one month and 15 years. The Michigan bank has an additional $2 billion European note program. At year-end 2000, unissued debt relating to the two programs totaled $10.5 billion. In addition, liquid assets totaled $7.5 billion at December 31, 2000. The Corporation also had available $23 billion from a collaterized borrowing account with the Federal Reserve Bank at year-end 2000. Purchased funds at December 31, 2000, excluding certificates of deposit with maturities beyond one year and medium- and long-term debt, approximated $9.8 billion. The parent company had available a $250 million commercial paper facility at December 31, 2000, $170 million of which was unused. Another source of liquidity for the parent company is dividends from its subsidiaries. As discussed in Note 18 to the financial statements, subsidiary banks are subject to regulation and may be limited in their ability to pay dividends or transfer funds to the holding company. During 2001, the subsidiary banks can pay dividends up to $1,110 million plus current year net profits without prior regulatory approval. One measure of current parent company liquidity is investment in subsidiaries as a percent of shareholders' equity. An amount over 30 100 percent represents the reliance on subsidiary dividends to repay liabilities. As of December 31, 2000, the ratio was 103 percent. OPERATIONAL RISK Operational risk is the risk of unexpected losses attributable to human error, system failures, fraud, unauthorized transactions and inadequate controls and procedures. The Corporation mitigates this risk through a system of internal controls that are designed to keep operating risks at appropriate levels. The Corporation's internal audit and financial staff monitors and assesses the overall effectiveness of the system of internal controls on an ongoing basis and internal audit provides an opinion on the environment to management and the Audit Committee. Operational losses are experienced by all companies and are routinely incurred in business operations. The internal audit staff independently supports an active Audit Committee oversight process. The Audit Committee serves as an independent extension of the Board of Directors. Routine and special meetings are scheduled periodically to provide more detail on relevant operations risks. OTHER MATTERS This annual report and other documents filed by Comerica with the Securities and Exchange Commission (SEC) include forward-looking statements as that term is used in the securities laws. All statements regarding Comerica's expected financial position, strategies and growth prospects and general economic conditions expected to exist in the future are forward-looking statements. The words, "anticipates", "believes", "estimates", "seeks", "plans", "intends" and similar expressions, as they relate to Comerica or its management, are intended to identify forward-looking statements. Although Comerica believes that the expectations reflected these forward-looking statements are reasonable and has based these expectations on Comerica's beliefs and assumptions it has made, such expectations may prove incorrect. Numerous factors could cause variances in these projections and their underlying assumptions. Such factors are changes in interest rates, changes in industries where Comerica has a significant concentration of loans, changes in the level of fee income, the impact of Internet banking, the entry of new competitors into the banking industry as a result of the enactment of the Gramm-Leach-Bliley Act of 1999, changes in general economic conditions and related credit conditions and continuing consolidations in the banking industry. Forward-looking statements speak only as of the date they are made. Comerica does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.