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, 2001
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-
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. Financial Statements
1. Statement of Assets Available for Benefits as of
December 30, 2001 and as of December 30, 2000.
2. Statement of Changes in Assets Available for
Benefits for the year ended December 30, 2001.
3. Notes to Financial Statements
D. Supplemental Schedules to Financial Statements.
2. Consent of Independent Auditors.
-2-
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/ Carol H. Rodriguez
--------------------------------
Carol H. Rodriguez
Vice President
Comerica Incorporated
Dated: June 28, 2002
-3-
INDEX
Page In
Sequentially
Numbered
Copy
Name of Document
1. Comerica Incorporated Preferred Savings
Plan Financial Statements and Schedules for Years
Ended December 30, 2001 and December 30, 2000
(Including Report of Independent Auditors).
2. Consent of Ernst and Young LLP.
-4-
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Comerica Incorporated Preferred Savings Plan
December 30, 2001 and 2000 and Year ended December 30, 2001
with Report of Independent Auditors
Comerica Incorporated
Preferred Savings Plan
Financial Statements and Supplemental Schedules
December 30, 2001 and 2000 and
Year ended December 30, 2001
CONTENTS
Report of Independent Auditors.......................................... 1
Financial Statements
Statements of Assets Available for Benefits............................. 2
Statement of Changes in Assets Available for Benefits................... 3
Notes to Financial Statements........................................... 4
Supplemental Schedules
Schedule H, Line 4i--Schedule of Assets (Held at End of Year)........... 10
Schedule H, Line 4j--Schedule of Reportable Transactions................ 14
Report of Independent Auditors
Employee Benefits Committee
Comerica Incorporated Preferred Savings Plan
We have audited the accompanying statements of assets available for benefits of
the Comerica Incorporated Preferred Savings Plan as of December 30, 2001 and
2000 and the related statement of changes in assets available for benefits for
the year ended December 30, 2001. 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, information regarding the Plan's assets available for
benefits at December 30, 2001 and 2000 and the changes therein for the year
ended December 30, 2001, 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 at end of year) as of December 31, 2001 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. The 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
May 14, 2002
1
Comerica Incorporated Preferred Savings Plan
Statements of Assets Available for Benefits
DECEMBER 30
2001 2000
------------ ------------
ASSETS
Investments, at fair value:
Mutual and money market funds $218,478,446 $217,776,939
Collective trust funds 72,956,768 54,484,011
Comerica Incorporated common stock 270,243,519 231,685,907
Participant loans 17,747,304 16,505,602
Corporate stock 301,494 -
------------ ------------
Total Investments 579,727,531 520,452,459
Accrued income 2,410,107 1,869,095
Contribution receivable 8,264,000 7,100,000
------------ ------------
Total assets $590,401,638 $529,421,554
============ ============
See accompanying notes.
2
Comerica Incorporated Preferred Savings Plan
Statement of Changes in Net Assets
Year ended December 30, 2001
ADDITIONS
Participant contributions $ 33,622,533
Employer contributions 14,292,917
Transfer of assets from Imperial Bancorp (Note 1) 56,901,290
Interest and dividend income 16,108,906
----------------
Total additions 120,925,646
DEDUCTIONS
Distributions to participants 31,941,458
Loan fees 128,020
----------------
32,069,478
Net depreciation in fair value of investments (27,876,084)
----------------
Net increase 60,980,084
Assets available for benefits:
Beginning of year 529,421,554
----------------
End of year $ 590,401,638
================
See accompanying notes.
3
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
December 30, 2001 and 2000 and
Year ended December 30, 2001
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.
On January 29, 2001, the Corporation acquired Imperial Bancorp. As a result, the
assets from the Employee Stock Ownership Plan of Imperial Bancorp and the Salary
Investment Plan of Imperial Bancorp transferred to the Plan on August 31, 2001
and September 17, 2001, respectively. Participants in the Imperial Bancorp Plans
became eligible to contribute to the Plan as of July 1, 2001.
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.
Participants 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 ($10,500 in 2001 and 2000).
The Corporation will match a percentage of the first $3,000 of the participant's
pre-tax contributions, as defined by the Plan. In addition, the Corporation may
make discretionary contributions based upon attaining certain corporate
financial performance measurements. Both the Corporation match and discretionary
contribution are invested in Comerica stock.
During 1999, the Plan was amended to add an Employee Stock Ownership Plan (ESOP)
provision to the Plan. Participants' investments in Comerica Incorporated 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 Incorporated 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.
4
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Participants direct the investment of their accounts, excepting the
nonparticipant directed investment in Comerica Incorporated common stock, among
the investment funds offered by the Plan. 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.
Marketable securities are stated at fair value. Securities traded on a national
securities exchange are valued at the last reported sales price on the last
business day of the plan year; investments traded in the over-the-counter market
and listed securities for which no sale was reported on that date are valued at
the average of the last reported bid and ask prices.
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.
The participant loans are valued at their outstanding balances, which
approximate fair value.
Administrative expenses incurred in connection with the operation of the Plan
are borne by the Corporation.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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.
5
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plan
assets at the end of the respective years are as follows:
DECEMBER 30
2001 2000
------------ ------------
Munder Multi-Season Growth Fund $ 39,428,045 $ 49,381,195
Comerica Investment Contract Fund 72,956,768 54,484,011
*Munder Institutional S&P 500 Index
Equity Fund 69,302,342 72,432,748
Comerica Incorporated common stock 270,243,519 231,685,907
*Fund name changed from Munder 500 Index Fund to Munder Institutional S&P 500
Index Equity Fund during 2001.
During 2001, the Plan's investments (including investments bought and sold, as
well as held during the year) appreciated (depreciated) in fair value as
follows:
Year ended December 30, 2001:
Mutual and money market funds $(35,126,918)
Common stocks 7,250,834
------------
$(27,876,084)
=============
6
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
4. NONPARTICIPANT-DIRECTED INVESTMENTS
The following information represents the net assets and the significant
components of changes in net assets related to the nonparticipant-directed
portion of the Comerica Incorporated common stock investment.
DECEMBER 30
2001 2000
------------ -----------
Investment, at fair value:
Comerica Incorporated common
stock $ 73,285,735 $31,140,237
============ ===========
YEAR ENDED
DECEMBER 30,
2001
--------------
Changes in net assets:
Employer contributions $ 13,067,558
Interest and dividend income 869,429
Distributions to participants (4,244,229)
Net appreciation in fair value of investments 10,600,187
Transfer of assets from Imperial Bancorp 21,852,553
--------------
Increase in net assets $ 42,145,498
==============
7
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
COMERICA MUNDER
COMERICA INVESTMENT CASH MUNDER MUNDER MUNDER INSTL.
INCORPORATED CONTRACT INVESTMENT MULTI-SEASON 500 INDEX S&P 500 INDEX
COMMON STOCK FUND FUND GROWTH FUND FUND FUND
------------- ------------- -------------- ------------- -------------- -------------
Balance at December 31, 1999 $ 115,488,136 $ 38,687,064 $ 18,472,845 $ 52,122,180 $ 54,336,646 $ -
Purchases in 2000 28,623,839 7,460,569 47,462,548 9,648,347 14,065,660
Sales in 2000 14,739,247 13,664,873 47,462,548 16,663,841 12,832,302
Transfer to/from funds 18,472,845 (18,472,845)
------------- ------------- -------------- ------------- ------------- -------------
Balance at December 30, 2000 129,372,728 50,955,605 - 45,106,686 55,570,004 -
Purchases in 2001 32,889,722 28,305,779 52,851,097 4,628,387 3,510,291 74,800,284
Sales in 2001 19,409,454 13,215,099 52,851,097 7,136,215 58,651,185 8,322,093
Transfer to/from funds (429,110) 429,110
------------- ------------- -------------- ------------- ------------ -------------
Balance at December 30, 2001 $ 142,852,996 $ 66,046,285 $ - $ 42,598,858 $ - $ 66,907,301
============= ============= ============== ============= ============ =============
MUNDER
MUNDER SMALL MUNDER MUNDER MUNDER MUNDER
BOND COMPANY EQUITY INCOME LARGE CAP U.S. GOVERNMENT INTERMEDIATE
FUND GROWTH FUND FUND VALUE FUND INCOME BOND FUND
------------- ------------- -------------- ------------- ------------- -------------
Balance at December 31, 1999 $ - $ 18,674,413 $ 10,004,697 $ - $ - $ 8,130,412
Purchases in 2000 465,652 3,862,675 1,720,390 10,070,231
Sales in 2000 13,510 7,613,510 5,110,951 2,500,424 8,130,412
Transfer to/from funds
------------- ------------- ------------- ------------- ------------- -------------
Balance at December 30, 2000 452,142 14,923,578 6,614,136 - 7,569,807 -
Purchases in 2001 2,403,111 1,508,160 2,106,729 6,561,339
Sales in 2001 607,373 16,431,738 1,180,923 2,885,482
Transfer to/from funds (6,614,136) 6,614,136
------------- ------------- ------------- ------------- ------------- -------------
Balance at December 30, 2001 $ 2,247,880 $ - $ - $ 7,539,942 $ 11,245,664 $ -
============= ============= ============= ============= ============= =============
COMERICA COMERICA COMERICA
MUNDER SPECTRUM SPECTRUM SPECTRUM
INTERNATIONAL AGGRESSIVE MODERATE CONSERVATIVE
EQUITY FUND FUND FUND FUND TOTAL
----------- ----------- ----------- ------------ --------------
Balance at December 31, 1999 $11,016,681 $ 4,373,469 $ 3,879,329 $ 1,297,040 $ 336,482,912
Purchases in 2000 123,379,911
Sales in 2000 11,016,681 4,373,469 3,879,329 1,297,040 149,298,137
Transfer to/from funds -
----------- ----------- ----------- ------------ --------------
Balance at December 30, 2000 - - - - 310,564,686
Purchases in 2001 209,564,899
Sales in 2001 180,690,659
Transfer to/from funds -
----------- ----------- ----------- ------------ --------------
Balance at December 30, 2001 $ - $ - $ - $ - $ 339,438,926
=========== =========== =========== ============ ==============
The Munder mutual funds are managed by Munder Capital Management, a consolidated
subsidiary of Comerica Incorporated.
8
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 (the "Code") and, therefore, the related trust 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.
7. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid. Amounts allocated on Form 5500 to withdrawn
participants at December 30, 2001 and 2000, respectively, were $1,866,414 and
$1,531,765.
9
Comerica Incorporated Preferred Savings Plan
Employer ID # 38-1998421
Plan # 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 30, 2001
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 Multi-Season Growth Fund--2,673,088 shares ** $ 39,428,045
Institutional S&P 500 Index Fund--7,151,944 shares ** 69,302,342
Bond Fund--258,271 shares ** 2,438,078
Large Cap Value Fund--557,835 shares ** 6,961,777
US Government Income--1,105,941 shares ** 11,369,074
Liquidy Plus Money Market Fund--73.73 shares ** 74
AIM Funds AIM Basic Fund - 177,055 shares ** 5,070,862
AIM Blue Chip--799,031 shares ** 9,852,052
AIM Balanced Fund--484,573 shares ** 12,608,592
Neuberger Berman Genesis Fund - 91,872 shares ** 2,690,927
Janus Funds Janus Worldwide Investment Fund--289,440 shares ** 12,738,242
Federated Funds Federated Growth Strat A #48--268,047 shares ** 6,945,094
Franklin Investments Franklin Rising Dividend--209,829 shares ** 5,210,046
MFS MFS New Discovery--704,479 shares ** 12,173,340
Putnam Investments Putnam International Growth--632,670 shares ** 12,482,577
Putnam Vista--1,049,866 shares ** 9,207,324
*Comerica Collective Trust Funds Investment Contract Fund--72,951,925 shares ** 72,956,768
10
Comerica Incorporated Preferred Savings Plan
Employer ID # 38-1998421
Plan # 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 30, 2001
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
------------------------------------------------------------------------------------------------------------------------------
*Comerica Incorporated Common stock--4,640,170 shares $142,852,996 270,243,519
CORPORATE STOCKS
3COM Corp 13 shares ** $ 83
Advanced Micro Devices 50 shares ** 793
Anadigics 25 shares ** 381
AOL Time Warner 358 shares ** 11,492
Apple Computer Incorporated 20 shares ** 438
Applied Materials Inc 12 shares ** 481
Applied Micro Circuits Corp 847 shares ** 9,588
AT&T Corp 100 shares ** 1,814
AT&T Wireless Svcs 32 shares ** 460
BEA Systems Inc 100 shares ** 1,540
Check Point Software Tech 150 shares ** 5,984
Ciena Corp 18 shares ** 258
Cisco Systems Inc 686 shares ** 12,423
Citrix Systems Inc 110 shares ** 2,493
Compaq Computer Co 750 shares ** 7,320
Conductus Inc 22 shares ** 60
Conexant Sys Inc 15 shares ** 215
Corning Inc 15 shares ** 134
Dell Computer Corp 500 shares ** 13,590
E Digital Corp 1,000 shares ** 1,200
E M C Corp 146 shares ** 1,962
E Trade Group 14 shares ** 144
Earthshell Corp 500 shares ** 1,000
EBAY Inc 14 shares ** 937
Ericsson L M Tel Co 68 shares ** 355
11
Comerica Incorporated Preferred Savings Plan
Employer ID # 38-1998421
Plan # 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 30, 2001
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
------------------------------------------------------------------------------------------------------------------------------
CORPORATE STOCKS (CONTINUED)
Exodus Communications Inc 1,436 shares ** $ 14
Global Crossing 243 shares ** 204
Halliburton Co Holding Co 19 shares ** 249
Harmonic Inc 165 shares ** 1,983
Home Depot Inc 1,305 shares ** 66,568
Identix Inc 100 shares ** 1,459
Inktomi Corporation 50 shares ** 336
Intel Corp 365 shares ** 11,480
Internet Cap Group Inc 14 shares ** 17
JDS Uniphase Corp 1,302 shares ** 11,301
Lucent Tech Inc 100 shares ** 630
MCDATA Corp 4 shares ** 98
Microsoft Corp 416 shares ** 27,560
Motorola Inc 24 shares ** 360
Netopia Inc 180 shares ** 999
Nokia Corp 208 shares ** 5,102
Nortel Networks 8 shares ** 60
Oracle Corporation 940 shares ** 12,981
Palm Inc 19 shares ** 74
Philip Morris Co 250 shares ** 11,463
Photon Dynamics Inc 200 shares ** 9,130
PMC-Sierra Inc 56 shares ** 1,191
Quallcom Inc 345 shares ** 17,423
Quantum Corp DLT & Storage 150 shares ** 1,478
Rambus Inc 200 shares ** 1,598
Rational Software 70 shares ** 1,365
12
Comerica Incorporated Preferred Savings Plan
Employer ID # 38-1998421
Plan # 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 30, 2001
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
------------------------------------------------------------------------------------------------------------------------------
CORPORATE STOCKS (CONTINUED)
Red Hat Inc 16 shares ** $ 113
Schlumberger 14 shares ** 769
Silicon Laboratories 147 shares ** 4,955
Software Holders TR Depositary 200 shares ** 9,040
Sun Microsystems Inc 332 shares ** 4,084
Terra Networks 36 shares ** 283
Texas Instruments Inc 60 shares ** 1,680
Tollgrade Communications 40 shares ** 1,334
Ventro Corp Com 8 shares ** 3
Verticalnet Inc 40 shares ** 56
Virage Inc 425 shares ** 1,407
Wal-mart Stores Inc 199 shares ** 11,452
WEBMD Corp 800 shares ** 5,648
Worldcom Inc 16 shares ** 225
Yahoo Inc 10 shares ** 177
-------------
Total Corporate Stock 301,494
*Participant Loans Interest rate range: 6% to 10.5%;
with various maturity dates $ - 17,747,304
==============-------------
TOTAL INVESTMENTS $ 579,727,531
=============
*Party-in-interest.
**Disclosure of historical cost information is not required for
participant-directed investments.
13
Comerica Incorporated Preferred Savings Plan
Employer ID # 1998421
Plan # 002
Schedule H, Line 4j - Schedule of Reportable Transactions
For the year ended December 30, 2001
DESCRIPTION OF ASSET (INCLUDING
INTEREST RATE AND MATURITY IN PURCHASE SELLING LEASE
IDENTITY OF PARTY INVOLVED CASE OF A LOAN) PRICE PRICE RENTAL
-----------------------------------------------------------------------------------------------------------------------------
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:
Comerica Incorporated Common Stock:
190 purchases $ 32,889,722
311 sales $ 32,343,234
EXPENSE CURRENT VALUE
INCURRED OF ASSET ON
WITH COST OF TRANSACTION NET GAIN
IDENTITY OF PARTY INVOLVED 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:
Comerica Incorporated
$ 32,889,722 $ 32,889,722
19,409,454 32,343,234 $12,933,780
* The commissions and fees related to purchases and sales of investments are
included in the cost of investment or proceeds from the sale and are not
separately identified by the Trustee.
There were no category i), ii) or iv) reportable transactions.
14
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23 Consent of Independent Auditors