11-K 1 e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal year Ended December 31, 1999 Commission File Number 33-42485 A. Full title of the Plan and address of the Plan, if different from that of the issuer named below: COMERICA INCORPORATED PREFERRED SAVINGS PLAN B. Name of issuer of securities held pursuant to the Plan and address of its principal executive office: COMERICA INCORPORATED Comerica Tower at One Detroit Center 500 Woodward Avenue Detroit, Michigan 48226 -1- 2 INFORMATION FURNISHED WITH RESPECT TO THE PLAN The following financial statements, notes to financial statements and consents are included in this Report: 1. Financial statements for the Plan consisting of: A. Report of Independent Auditors. B. Statement of Assets, Liabilities and Participants' Equity with Fund Information as of December 30, 1999 and as of December 30, 1998. C. Statement of Changes in Participants' Equity for the years ended December 30, 1999 and December 30, 1998. D. Schedules to Financial Statements. 2. Consent of Independent Auditors. -2- 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the Plan has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. Comerica Incorporated Preferred Savings Plan By: /s/ Mark W. Yonkman ------------------------------- Mark W. Yonkman First Vice President Comerica Incorporated Dated: June 27, 2000 -3- 4 INDEX Page In Sequentially Numbered Copy Name of Document 1. Comerica Incorporated Preferred Savings Plan Financial Statements and Schedules for Years Ended December 30, 1999 and December 30, 1998 (Including Report of Independent Auditors). 2. Consent of Ernst and Young LLP. -4- 5 FINANCIAL STATEMENTS AND SCHEDULES COMERICA INCORPORATED PREFERRED SAVINGS PLAN YEARS ENDED DECEMBER 30, 1999 AND 1998 WITH REPORT OF INDEPENDENT AUDITORS 6 COMERICA INCORPORATED PREFERRED SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES Years Ended December 30, 1999 and 1998 TABLE OF CONTENTS Report of Independent Auditors.................................................1 Financial Statements Statements of Assets, Liabilities and Participants' Equity.....................2 Statement of Changes in Participants' Equity...................................3 Notes to Financial Statements..................................................4 Schedules Line 27a-Schedule of Assets Held for Investment Purposes.......................9 Line 27b-Schedule of Loans in Default.........................................10 Line 27d-Schedule of Reportable Transactions..................................11 7 REPORT OF INDEPENDENT AUDITORS Employee Benefits Committee Comerica Incorporated Preferred Savings Plan We have audited the accompanying statements of assets, liabilities and participants' equity of the Comerica Incorporated Preferred Savings Plan as of December 30, 1999 and 1998 and the related statement of changes in participants' equity for the year ended December 30, 1999. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets, liabilities and participants' equity of the Plan at December 30, 1999 and 1998 and the changes in participants' equity for the year then ended December 30, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 30, 1999 and loans in default and reportable transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. These supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP June 9, 2000 1 8 COMERICA INCORPORATED PREFERRED SAVINGS PLAN STATEMENTS OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY

DECEMBER 30 1999 1998 ------------------------------------------ ASSETS Investments, at fair value $ 473,562,044 $ 521,746,743 Accrued income 1,666,033 1,475,820 Contribution receivable 5,000,000 5,100,000 ------------------------------------------ Total assets $ 480,228,077 $ 528,322,563 ========================================== LIABILITIES AND PARTICIPANTS' EQUITY Liabilities: Unsettled trades $ - $ 77,156 Participants' equity 480,228,077 528,245,407 ------------------------------------------ Total liabilities and participants' equity $ 480,228,077 $ 528,322,563 ==========================================

See Accompanying Notes. 2 9 COMERICA INCORPORATED PREFERRED SAVINGS PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY Year ended December 30, 1999 Additions: Contributions $ 36,028,207 Interest and dividend income 16,693,596 ------------- Total additions 52,721,803 Deductions: Participants' accounts distributed upon withdrawal 38,946,138 ------------- 13,775,665 Realized and unrealized loss on investments (61,792,995) ------------- Net decrease (48,017,330) Participants' equity at beginning of year 528,245,407 ------------- Participants' equity at end of year $480,228,077 ============= See accompanying notes. 3 10 COMERICA INCORPORATED PREFERRED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 30, 1999 1. DESCRIPTION OF THE PLAN The Comerica Incorporated Preferred Savings Plan (the Plan) is a defined contribution plan covering all eligible employees of Comerica Incorporated (the Corporation) and certain subsidiaries. Information about the plan agreement, participants' investment alternatives and the vesting and benefit provisions is contained in the pamphlet "Comerica Incorporated Preferred Savings Plan." Copies of this pamphlet are available from the Human Resources office. Employees may make annual contributions to the Plan on a pre-tax basis, not to exceed the lesser of 20% of the participant's annual compensation or the IRS allowed maximum. The Corporation will match a percentage of the first $3,000 of the participant's pre-tax contributions. In addition, the Corporation may make discretionary contributions based upon attaining certain corporate financial performance measurements. During 1999, the Plan was amended to add an Employee Stock Ownership Plan (ESOP) provision to the Plan. Participants' investments in Comerica stock, including corporate matching contributions, are held in an ESOP account and dividends earned on Comerica stock are paid outside the Plan. Participants may elect to either reinvest the dividends in Comerica stock within the Plan or receive the dividends as cash with their regular pay. Contributions receivable represent amounts due from the Corporation under a performance match program which rewards employee results through a corporate contribution to participants' ESOP accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. The Corporation has the right to amend or terminate the Plan at any time. In the event the Plan is terminated, all participants' accounts become fully vested and nonforfeitable. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The fair values of the participation units owned by the Plan in mutual and collective trust funds are based on the net asset values on the last business day of the plan year. 4 11 COMERICA INCORPORATED PREFERRED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The fair value of investments in Comerica Incorporated common stock is based on the last reported sales price on the last business day of the plan year as traded on the New York Stock Exchange. Expenses incurred in connection with the operation of the Plan are borne by the Plan Sponsor. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. 3. INVESTMENTS The fair value of individual investments that represent 5% or more of the participants' equity at the end of the respective years are as follows:

DECEMBER 30 1999 1998 -------------------- ------------------- Munder Multi-Season Growth Fund $ 71,043,052 $ 70,238,593 Comerica Investment Contract Fund 38,604,335 37,044,956 Munder 500 Index Fund 86,672,288 65,074,983 Comerica common stock 179,605,154 252,873,682

Amounts allocated to withdrawn participants at December 30, 1999 and 1998, respectively, were $1,509,125 and $1,910,270. 5 12 COMERICA INCORPORATED PREFERRED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of changes in net assets related to nonparticipant-directed investments is as follows:

DECEMBER 30 1999 1998 ------------------------------------ Investments, at fair value: Comerica Incorporated common stock $14,216,232 $10,652,232 ====================================

YEAR ENDED DECEMBER 30, 1999 ------------------ Changes in net assets: Contributions $10,115,302 Interest and dividend income 146,767 Distributions to participants (953,322) Net realized and unrealized loss on investments (5,744,747) ------------------ Increase in net assets $ 3,564,000 ==================

6 13 COMERICA INCORPORATED PREFERRED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. TRANSACTIONS WITH PARTIES-IN-INTEREST The following is a summary of transactions (at cost) with parties-in-interest:

Munder Comerica Munder Munder Munder Cash Incorporated Multi-Season 500 Index Investment Intermediate Stock Fund Growth Fund Fund Fund Bond Fund ----------------------------------------------------------------------------------------------- Balance at December 31, 1997 $ 78,165,059 $ 36,884,796 $ 34,795,002 $ 15,456,359 $ 7,815,805 Purchases in 1998 27,685,838 19,199,924 11,696,836 79,170,544 2,148,385 Sales in 1998 6,968,177 5,198,948 4,700,789 76,102,315 1,433,227 Transfer from related plan 3,172,746 ----------------------------------------------------------------------------------------------- Balance at December 30, 1998 95,709,974 50,885,772 41,791,049 18,524,588 8,530,963 Purchases in 1999 31,206,932 10,033,233 18,721,289 57,934,716 1,730,308 Sales in 1999 11,428,770 8,796,825 6,175,692 57,986,459 2,130,859 ----------------------------------------------------------------------------------------------- Balance at December 30, 1999 $ 115,488,136 $ 52,122,180 $ 54,336,646 $ 18,472,845 $ 8,130,412 ===============================================================================================

Comerica Munder Investment Small Munder Munder Contract Company Accelerating International Fund Growth Fund Growth Fund Equity Fund ------------------------------------------------------------------------------ Balance at December 31, 1997 $ 37,646,368 $ 20,428,145 $ 16,119,352 $ 9,786,389 Purchases in 1998 6,258,800 5,533,088 3,219,677 1,859,227 Sales in 1998 6,860,212 4,172,184 19,339,029 1,959,860 Transfer from related plan ------------------------------------------------------------------------------ Balance at December 30, 1998 37,044,956 21,789,049 - 9,685,756 Purchases in 1999 7,204,965 3,384,753 - 3,190,951 Sales in 1999 5,562,857 6,499,389 - 1,860,026 ------------------------------------------------------------------------------ Balance at December 30, 1999 $ 38,687,064 $ 18,674,413 $ - $ 11,016,681 ==============================================================================

Comerica Comerica Comerica Munder Spectrum Spectrum Spectrum Growth & Aggressive Moderate Conservative Income Fund Fund Fund Fund ------------------------------------------------------------------------------ Balance at December 31, 1997 $ 6,068,708 $ 2,576,113 $ 2,315,884 $ 957,276 Purchases in 1998 4,281,146 1,439,030 1,696,575 469,754 Sales in 1998 1,412,623 679,191 513,430 180,646 Transfer from related plan ------------------------------------------------------------------------------ Balance at December 30, 1998 8,937,231 3,335,952 3,499,029 1,246,384 Purchases in 1999 3,182,990 2,253,358 1,468,340 498,887 Sales in 1999 2,115,524 1,215,841 1,088,040 448,231 ------------------------------------------------------------------------------ Balance at December 30, 1999 $ 10,004,697 $ 4,373,469 $ 3,879,329 $ 1,297,040 ==============================================================================

The Munder mutual funds are managed by Munder Capital Management, a consolidated subsidiary of Comerica Incorporated. Contributions to the Plan by Comerica Incorporated approximated $10,115,000 and $10,274,000 in 1999 and 1998, respectively. 7 14 COMERICA INCORPORATED PREFERRED SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 6. TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated June 29, 1998, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986 (the "Code") and that the trust, therefore, is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Employee Benefits Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 8 15 Comerica Incorporated Preferred Savings Plan Employer ID # 1998421 Plan # 002 Line 27a - Schedule of Assets Held for Investment Purposes December 30, 1999

DESCRIPTION OF INVESTMENT INCLUDING IDENTITY OF ISSUE, BORROWER, MATURITY DATE, RATE OF INTEREST, CURRENT LESSOR OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE ------------------------------------------------------------------------------------------------------------------------------------ *Munder Mutual Funds Cash Investment Fund--18,262,403 units $ 18,472,845 $ 18,262,403 Small Company Growth Fund--1,040,195 units 18,674,413 18,702,711 Multi-Season Growth Fund--3,325,986 units 52,122,180 71,043,052 International Equity Fund--761,000 units 11,016,681 14,375,289 500 Index Fund--2,804,021 units 54,336,646 86,672,288 Intermediate Bond Fund--845,501 units 8,130,412 7,668,693 Growth & Income Fund--700,673 units 10,004,697 9,452,081 ---------------------------------- Total Mutual Funds $ 172,757,874 226,176,517 =============== *Comerica Collective Trust Funds Spectrum Aggressive Fund--25,404 units $ 4,373,469 5,810,483 Spectrum Conservative Fund--9,273 units 3,879,329 1,573,927 Spectrum Moderate Fund--24,667 units 1,297,040 4,995,050 Investment Contract Fund--38,604,335 units 38,687,064 38,604,335 ---------------------------------- Total Collective Funds $ 48,236,902 50,983,795 =============== *Comerica Incorporated Common stock--3,841,821 shares $ 115,488,136 $ 179,605,154 =============== *Participant Loans Participant loans, 6.0% to 10.5%, various $ - 16,796,578 maturities ====================------------------ Total investments $ 473,562,044 ==================

*Party-in-interest. There were no investment assets reportable as acquired and disposed of during this year. 9 16 Comerica Incorporated Preferred Savings Plan Employer ID # 1998421 Plan # 002 Line 27b-Schedule of Loans in Default Year ended December 30, 1999

AMOUNT RECEIVED UNPAID ORIGINAL DURING REPORTING YEAR BALANCE DETAILED DESCRIPTION OF LOAN AMOUNT OVERDUE IDENTITY AND AMOUNT ------------------------- DECEMBER 30, ORIGINATION AND MATURITY DATE -------------------- ADDRESS OF OBLIGOR OF LOAN PRINCIPAL INTEREST 1999 INTEREST RATES AND TERM, ETC. PRINCIPAL INTEREST ------------------------------------------------------------------------------------------------------------------------------------ Jonathon A. Grossman $ 600 $ - $ - $ 600 $600 at 9% for 9 months $ 600 $ 23 843 W. 15th Street #28 Effective Date: 7/9/99 Newport Beach, CA 92663 Maturity Date: 4/28/00 No payments made to date. Cassandra L. Nelson 4,890 1,155 110 518 $4,890 at 9.5% for 60 months 505 14 647 Farnham Effective Date: 7/8/94 Lincoln Park, MI 48146 Maturity Date: 6/25/99 Last Payment was 1/8/99 Keenan C. Davis 600 128 2 25 $600 at 9.9% for 12 months 25 0 18645 Orleans Effective Date: 3/20/98 Detroit, MI 48203 Maturity Date: 3/19/99 Last Payment was 3/5/99 Bessie A. Soloman 9,000 1,691 72 88 $9,000 at 9.5% for 60 months 88 0 12923 Winthrop Effective Date: 10/11/94 Detroit, MI 48227 Maturity Date: 10/1/99 Last Payment was 9/17/99

10 17 Comerica Incorporated Preferred Savings Plan Employer ID # 1998421 Plan # 002 Line 27d - Schedule of Reportable Transactions For the year ended December 30, 1999

DESCRIPTION OF ASSET (INCLUDING INTEREST RATE AND MATURITY IN PURCHASE SELLING IDENTITY OF PARTY INVOLVED CASE OF A LOAN) PRICE PRICE ------------------------------------------------------------------------------------------------------------------------------------ Category iii) A series of transactions involving securities of the same issue which, when aggregated, involve an amount in excess of 5% of the current value of plan assets: Munder Mutual Funds Cash Investment Fund: 109 purchases $57,934,716 141 sales $57,986,459 Munder 500 Index Fund: 237 purchases 18,721,289 167 sales 9,507,395 Comerica Incorporated Comerica Incorporated 39 purchases 7,204,965 51 sales 5,562,857 Comerica Incorporated Stock Fund: 174 purchases 31,206,932 152 sales 20,822,223

EXPENSE CURRENT VALUE INCURRED OF ASSET ON LEASE WITH COST OF TRANSACTION NET GAIN IDENTITY OF PARTY INVOLVED RENTAL TRANSACTION ASSET DATE (LOSS) ------------------------------------------------------------------------------------------------------------------------------------ Category iii) A series of transactions involving securities of the same issue which, when aggregated, involve an amount in excess of 5% of the current value of plan assets: Munder Mutual Funds $57,934,716 $ 57,934,716 57,986,459 57,986,459 0 18,721,289 18,721,289 6,175,692 9,507,395 3,331,703 Comerica Incorporated 7,204,965 7,204,965 5,562,857 5,562,857 0 31,206,932 31,206,932 11,428,770 20,822,223 9,393,453

There were no category i), ii), or iv) reportable transactions. 11 18 Exhibit Index -------------

Exhibit No. Description ----------- ----------- 23 Consent of Independent Auditors