<PAGE> 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-
<PAGE> 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-
<PAGE> 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-
<PAGE> 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-
<PAGE> 5
FINANCIAL STATEMENTS AND SCHEDULES
COMERICA INCORPORATED PREFERRED SAVINGS PLAN
YEARS ENDED DECEMBER 30, 1999 AND 1998 WITH REPORT OF INDEPENDENT AUDITORS
<PAGE> 6
COMERICA INCORPORATED
PREFERRED SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
Years Ended December 30, 1999 and 1998
TABLE OF CONTENTS
<TABLE>
<S> <C>
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
</TABLE>
<PAGE> 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
<PAGE> 8
COMERICA INCORPORATED PREFERRED SAVINGS PLAN
STATEMENTS OF ASSETS, LIABILITIES AND PARTICIPANTS' EQUITY
<TABLE>
<CAPTION>
DECEMBER 30
1999 1998
------------------------------------------
<S> <C> <C>
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
==========================================
</TABLE>
See Accompanying Notes.
2
<PAGE> 9
COMERICA INCORPORATED PREFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
Year ended December 30, 1999
<TABLE>
<S> <C>
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
=============
</TABLE>
See accompanying notes.
3
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
DECEMBER 30
1999 1998
-------------------- -------------------
<S> <C> <C>
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
</TABLE>
Amounts allocated to withdrawn participants at December 30, 1999 and 1998,
respectively, were $1,509,125 and $1,910,270.
5
<PAGE> 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:
<TABLE>
<CAPTION>
DECEMBER 30
1999 1998
------------------------------------
<S> <C> <C>
Investments, at fair value:
Comerica Incorporated common
stock $14,216,232 $10,652,232
====================================
<CAPTION>
YEAR ENDED
DECEMBER 30,
1999
------------------
<S> <C>
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
==================
</TABLE>
6
<PAGE> 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:
<TABLE>
<CAPTION>
Munder
Comerica Munder Munder Munder Cash
Incorporated Multi-Season 500 Index Investment Intermediate
Stock Fund Growth Fund Fund Fund Bond Fund
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
===============================================================================================
<CAPTION>
Comerica Munder
Investment Small Munder Munder
Contract Company Accelerating International
Fund Growth Fund Growth Fund Equity Fund
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
==============================================================================
<CAPTION>
Comerica Comerica Comerica
Munder Spectrum Spectrum Spectrum
Growth & Aggressive Moderate Conservative
Income Fund Fund Fund Fund
------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
==============================================================================
</TABLE>
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
<PAGE> 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
<PAGE> 15
Comerica Incorporated Preferred Savings Plan
Employer ID # 1998421
Plan # 002
Line 27a - Schedule of Assets Held for Investment Purposes
December 30, 1999
<TABLE>
<CAPTION>
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
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*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
==================
</TABLE>
*Party-in-interest.
There were no investment assets reportable as acquired and disposed of during
this year.
9
<PAGE> 16
Comerica Incorporated Preferred Savings Plan
Employer ID # 1998421
Plan # 002
Line 27b-Schedule of Loans in Default
Year ended December 30, 1999
<TABLE>
<CAPTION>
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
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
10
<PAGE> 17
Comerica Incorporated Preferred Savings Plan
Employer ID # 1998421
Plan # 002
Line 27d - Schedule of Reportable Transactions
For the year ended December 30, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF ASSET (INCLUDING
INTEREST RATE AND MATURITY IN PURCHASE SELLING
IDENTITY OF PARTY INVOLVED CASE OF A LOAN) PRICE PRICE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
EXPENSE CURRENT VALUE
INCURRED OF ASSET ON
LEASE WITH COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED RENTAL TRANSACTION ASSET DATE (LOSS)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
There were no category i), ii), or iv) reportable transactions.
11
<PAGE> 18
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
23 Consent of Independent Auditors
</TABLE>
