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 30, 2002
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, consents and
exhibits are included in this Report:
1. Financial statements for the Plan consisting of:
A. Report of Independent Auditors.
B. Financial Statements
1. Statements of Assets Available for Benefits as of December
30, 2002 and 2001.
2. Statement of Changes in Assets Available for Benefits for
the Year Ended December 30, 2002.
3. Notes to Financial Statements
D. Supplemental Schedules to Financial Statements.
2. Consent of Independent Auditors.
3. Section 906 Certification of Period Report.
-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,
Corporate Counsel and
Assistant Secretary
Comerica Incorporated
Dated: June 27, 2003
-3-
INDEX
Name of Document
1. Comerica Incorporated Preferred Savings
Plan Financial Statements and Supplemental Schedules
as of December 30, 2002 and 2001 and Year Ended
December 30, 2002.
(Including Report of Independent Auditors).
2. Consent of Ernst and Young LLP.
Exhibits
--------
99.1 Section 906 Certification of Periodic Report.
-4-
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Comerica Incorporated Preferred Savings Plan
December 30, 2002 and 2001 and Year Ended December 30, 2002 with Report of
Independent Auditors
Comerica Incorporated
Preferred Savings Plan
Financial Statements and Supplemental Schedules
December 30, 2002 and 2001 and
Year Ended December 30, 2002
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)............... 11
Schedule H, Line 4j--Schedule of Reportable Transactions.................... 12
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 (the "Plan") as of December 30,
2002 and 2001 and the related statement of changes in assets available for
benefits for the year ended December 30, 2002. 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, 2002 and 2001 and the changes therein for the year
ended December 30, 2002, 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 30, 2002 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
Detroit, Michigan
May 30, 2003
1
Comerica Incorporated Preferred Savings Plan
Statements of Assets Available for Benefits
DECEMBER 30
2002 2001
-------------------------------------------
ASSETS
Investments, at fair value:
Mutual and money market funds $ 122,110,720 $ 218,478,446
Collective trust funds 167,015,973 72,956,768
Comerica Incorporated common stock 194,380,609 270,243,519
Participant loans 19,005,399 17,747,304
Corporate stocks - 301,494
-------------------------------------------
Total investments 502,512,701 579,727,531
Accrued income 2,568,172 2,410,107
Contribution receivable 2,066,000 8,264,000
-------------------------------------------
Total assets $ 507,146,873 $ 590,401,638
===========================================
See accompanying notes.
2
Comerica Incorporated Preferred Savings Plan
Statement of Changes in Net Assets
Available for Benefits
Year Ended December 30, 2002
ADDITIONS
Participant contributions $ 45,416,657
Employer contributions 8,429,449
Interest and dividend income 16,967,911
-----------------
Total additions 70,814,017
DEDUCTIONS
Distributions to participants 36,469,052
Loan fees 103,719
-----------------
Total deductions 36,572,771
Net depreciation in fair value of investments (117,496,011)
-----------------
Net decrease (83,254,765)
Assets available for benefits:
Beginning of year 590,401,638
-----------------
End of year $ 507,146,873
=================
See accompanying notes.
3
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements
December 30, 2002 and 2001 and
Year Ended December 30, 2002
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 Corporation's Human Resources Office.
Participants may make annual contributions to the Plan on a pre-tax basis, not
to exceed the lesser of 50% and 20% in 2002 and 2001, respectively, of the
participant's annual compensation or the IRS allowed maximum ($11,000, plus an
additional $1,000 for participants over 50 years of age, in 2002 and $10,500 in
2001).
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 the Corporation's common stock.
During 1999, the Plan was amended to add an Employee Stock Ownership Plan
("ESOP") provision to the Plan. Participants' investments in the Corporation's
common stock, including vested corporate matching contributions, are held in an
ESOP account and dividends earned on the stock are paid outside the Plan.
Participants may elect to either reinvest the dividends in the Corporation's
common 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 employees through a corporate
contribution to the participants' accounts.
4
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
December 30, 2002 and 2001 and
Year Ended December 30, 2002
1. DESCRIPTION OF THE PLAN (CONTINUED)
Participants direct the investment of their accounts, except the nonparticipant
directed investment in the Corporation's 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.
Prior to the 2002 plan year, all employer matches and employer contributions
were made in Comerica Incorporated common stock and permanently held in a
restricted Comerica Incorporated common stock account. At the beginning of plan
year 2002, the Plan was changed to provide that these employer matches and
employer contributions are to be held in a restricted Comerica Incorporated
common stock account until the end of the calendar year, when the assets held in
such account become vested and unrestricted and, therefore, eligible to be
reallocated to other fund options. Approximately $73.3 million of restricted
common stock was transferred to unrestricted funds during the plan year ended
December 30, 2002.
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 the Corporation's 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, except for a $10 per quarter loan fee paid by
participants.
5
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
December 30, 2002 and 2001 and
Year Ended December 30, 2002
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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
2002 2001
--------------------------------------
Comerica S&P 500 Index Fund $ 78,030,248 $ *
Munder Multi-Season Growth Fund * 39,428,045
Munder Institutional S&P 500 Index Equity Fund * 69,302,342
Comerica Investment Contract Fund 88,985,725 72,956,768
Comerica Incorporated common stock 194,380,609 270,243,519
* Less than 5%.
During 2002, 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, 2002:
Mutual and money market funds $ (59,090,371)
Collective trust funds 4,979,370
Common stock (63,385,010)
-----------------
$ (117,496,011)
=================
6
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
December 30, 2002 and 2001 and
Year Ended December 30, 2002
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
2002 2001
-------------------------------------
Investment, at fair value:
Comerica Incorporated common stock $ 4,893,961 $ 73,285,735
=====================================
YEAR ENDED
DECEMBER 30,
2002
----------------
Changes in net assets:
Employer contributions $ 6,405,968
Interest and dividend income 107,173
Distributions to participants (16,616)
Net depreciation in fair value of investments (1,602,564)
Transfer of assets from restricted common
stock account to unrestricted account (73,285,735)
----------------
Decrease in net assets $ (68,391,774)
================
7
Comerica Incorporated Preferred Savings Plan
Notes to Financial Statements (continued)
December 30, 2002 and 2001 and
Year Ended December 30, 2002
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
The following is a summary of transactions (at cost) with parties-in-interest:
COMERICA MUNDER
COMERICA INVESTMENT CASH MUNDER MUNDER MUNDER INSTL. MUNDER
INCORPORATED CONTRACT INVESTMENT MULTI-SEASON 500 INDEX S&P 500 INDEX BOND
COMMON STOCK FUND FUND GROWTH FUND FUND FUND FUND
---------------------------------------------------------------------------------------------------
Balance at December 31, 2000 $ 167,008,995 $ 62,500,364 $ - $ 45,435,436 $ 55,570,004 $ - $ 729,820
Purchases in 2001 32,889,722 28,305,779 52,851,097 4,628,387 3,510,291 74,800,284 2,403,111
Sales in 2001 19,409,454 13,215,099 52,851,097 7,136,215 58,651,185 8,322,093 607,373
Transfer to/from funds - - - - (429,110) 429,110 -
---------------------------------------------------------------------------------------------------
Balance at December 30, 2001 180,489,263 77,591,044 - 42,927,608 - 66,907,301 2,525,558
Purchases in 2002 39,250,331 42,185,250 61,927,192 1,765,085 - 10,649,958 3,871,291
Sales in 2002 38,873,346 30,790,569 61,927,192 4,636,211 - 12,767,450 1,987,973
Transfer to/from funds - - - (40,056,482) - (64,789,809) -
---------------------------------------------------------------------------------------------------
Balance at December 30, 2002 $ 180,866,248 $ 88,985,725 $ - $ - $ - $ - $4,408,876
===================================================================================================
MUNDER
SMALL MUNDER MUNDER MUNDER MUNDER INSTL. MUNDER INSTL.
COMPANY EQUITY INCOME LARGE CAP U.S. GOVERNMENT S&P SMALLCAP INDEX S&P MIDCAP INDEX
GROWTH FUND FUND VALUE FUND INCOME FUND FUND FUND
---------------------------------------------------------------------------------------------------
Balance at December 31, 2000 $14,923,578 $ 6,614,136 $ - $ 7,296,467 $ - $ -
Purchases in 2001 1,508,160 - 2,106,729 6,561,339 - -
Sales in 2001 16,431,738 - 1,180,923 2,885,482 - -
Transfer to/from funds - (6,614,136) 6,614,136 - - -
---------------------------------------------------------------------------------------------------
Balance at December 30, 2001 - - 7,539,942 10,972,324 - -
Purchases in 2002 - - 1,808,156 8,743,124 378,060 8,033,517
Sales in 2002 - - 1,543,629 4,018,779 52,578 789,690
Transfer to/from funds - - - - - -
---------------------------------------------------------------------------------------------------
Balance at December 30, 2002 $ - $ - $ 7,804,469 $ 15,696,669 $ 325,482 $ 7,243,827
===================================================================================================
COMERICA
S&P 500 INDEX
FUND TOTAL
-----------------------------------
Balance at December 31, 2000 $ - $ 360,078,800
Purchases in 2001 - 209,564,899
Sales in 2001 - 180,690,659
Transfer to/from funds - -
-----------------------------------
Balance at December 30, 2001 - 388,953,040
Purchases in 2002 2,533,253 181,145,217
Sales in 2002 2,950,237 160,337,654
Transfer to/from funds 73,609,185 (31,237,106)
-----------------------------------
Balance at December 30, 2002 $ 73,192,201 $ 378,523,497
===================================
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)
December 30, 2002 and 2001 and
Year Ended December 30, 2002
6. TAX STATUS
The Plan has received determination letters from the Internal Revenue Service
dated June 29, 1998 and December 1, 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. Subsequent to the issuance of these
determination letters, new provisions in the Code were made and the Plan was
amended accordingly. The Plan has applied for but has not received a new
determination letter from the Internal Revenue Service stating the Plan is
qualified under the provisions of the Code. However, the plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan, as amended, 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, 2002 and 2001, respectively, were $1,422,494 and
$1,866,414.
9
SUPPLEMENTAL SCHEDULES
10
Comerica Incorporated Preferred Savings Plan
EIN: 38-1998421 Plan Number: 002
Schedule H, Line 4(i)--Schedule of Assets
(Held at End of Year)
December 30, 2002
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 Institutional S&P MidCap Index Fund--820,613 shares ** $ 6,507,462
Institutional S&P SmallCap Index Fund--33,555 shares ** 313,743
Bond Fund--464,570 shares ** 4,473,812
Large Cap Value Fund--599,046 shares ** 5,918,573
US Government Income Fund--1,520,881 shares ** 16,394,966
Liquidity Plus Money Market Fund--127,330 shares ** 127,330
AIM Funds AIM Basic Value Fund--405,571 shares ** 8,788,734
AIM Blue Chip Fund--936,619 shares ** 8,382,738
AIM Balanced Fund--510,065 shares ** 10,609,342
Neuberger Berman Genesis Fund--418,051 shares ** 11,743,066
Janus Funds Janus Worldwide Investment Fund--293,800 shares ** 9,378,111
Federated Funds Federated Growth Strategies Fund--288,418 shares ** 5,393,424
Franklin Investments Franklin Rising Dividends Fund--519,784 shares ** 12,490,411
MFS MFS New Discovery Fund--889,714 shares ** 10,124,950
Putnam Investments Putnam International Growth--704,613 shares ** 11,464,058
*Comerica Collective Trust Funds Investment Contract Fund--88,978,227 shares ** 88,985,725
S&P 500 Index Fund--10,614,339 shares ** 78,030,248
*Comerica Incorporated Common stock--4,497,662 shares $ 180,866,248 194,380,609
*Participant Loans Interest rate range: 6% to 10.5%, with various
maturity dates - 19,005,399
------------------------------------
TOTAL INVESTMENTS $ 502,512,701
===============
*Party-in-interest.
** Disclosure of historical cost information is not required for
participant-directed investments.
11
Comerica Incorporated Preferred Savings Plan
Employer ID # 1998421
Plan # 002
Schedule H, Line 4j - Schedule of Reportable Transactions
For the Year Ended December 30, 2002
DESCRIPTION
OF ASSET EXPENSE
(INCLUDING INTEREST INCURRED
RATE AND MATURITY PURCHASE SELLING LEASE WITH
IN CASE OF A LOAN) PRICE PRICE RENTAL TRANSACTION*
---------------------------------------------------------------------------------------------------------------------------
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:
227 purchases $ 39,250,331
340 sales $ 57,516,692
CURRENT VALUE
OF ASSET ON
COST OF TRANSACTION NET GAIN
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
$ 39,250,331 $ 39,250,331
38,873,346 57,516,692 $ 18,643,346
* 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.
12
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
listed below, of our report on the financial statements and supplemental
schedules of Comerica Incorporated Preferred Savings Plan dated May 30, 2003
included in this Annual Report on Form 11-K for the year ended December 30,
2002:
Registration Statement No. 33-42485 on Form S-8 dated August 29, 1991
Registration Statement No. 33-49964 on Form S-8 dated July 23, 1992
Registration Statement No. 33-49966 on Form S-8 dated July 23, 1992
Registration Statement No. 33-53220 on Form S-8 dated October 13, 1992
Registration Statement No. 333-00839 on Form S-8 dated February 9, 1996
Registration Statement No. 333-24567 on Form S-8 dated April 4, 1997
Registration Statement No. 333-50966 on Form S-8 dated November 30, 2000
Detroit, Michigan
June 23, 2003
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
99.1 Section 906 Certification of Periodic Report