ITEM 1. BUSINESS
GENERAL
Comerica Incorporated ("Comerica" or the "Corporation") is a multi-state financial services provider, incorporated under the laws of the State of Delaware, headquartered in Detroit, Michigan. Based on assets as of December 31, 2000, it was the 22nd largest bank holding company in the United States and the largest bank holding company headquartered in Michigan in terms of both total assets and total deposits. Comerica was formed in 1973 to acquire the outstanding common stock of Comerica Bank (formerly Comerica Bank-Detroit), one of Michigan's oldest banks ("Comerica Bank"). Since that time, Comerica has acquired financial institutions in California, Texas and Florida, and, in 1998 and 1997, Comerica formed Comerica Bank-Canada and Comerica Bank-Mexico, S.A., respectively. As of December 31, 2000, Comerica owned directly or indirectly all the outstanding common stock of seven banking and thirty-five non-banking subsidiaries. At December 31, 2000, Comerica had total assets of approximately $42 billion, total deposits of
approximately $27.2 billion, total loans (net of unearned income) of approximately $36.1 billion and common shareholders' equity of approximately $3.8 billion.
In November 2000, Comerica announced an agreement to acquire Imperial Bancorp. On January 29, 2001, Comerica completed its acquisition of Imperial Bancorp, through the merger of Imperial with and into Comerica Holdings Incorporated, a wholly-owned subsidiary of Comerica.
BUSINESS STRATEGY
Comerica has strategically aligned its operations into three major lines of business: the Business Bank, the Individual Bank and the Investment Bank. The Business Bank is comprised of middle market lending, asset-based lending, large corporate banking and international financial services. This line of business meets the needs of medium-size businesses, multinational corporations and governmental entities by offering various products and services, including commercial loans and lines of credit, deposits, cash management, capital market products, international trade finance, letters of credit, foreign exchange management services and loan syndication services.
The Individual Bank includes consumer lending, consumer deposit gathering, mortgage loan origination and servicing, small business banking (annual sales under $5 million) and private banking. This line of business offers a variety of consumer products, including deposit accounts, direct and indirect installment loans, credit cards, home equity lines of credit and residential mortgage loans. In addition, a full range of financial services is provided to small businesses and municipalities. Private lending and personal trust services are also provided to meet the personal financial needs of affluent individuals (as defined by individual net income or wealth).
The Investment Bank is responsible for the sale of mutual fund and annuity products, as well as life, disability and long-term care insurance products. This line of business also offers institutional trust products, retirement services and provides investment management and advisory services, investment banking and discount securities brokerage services.
The core businesses are tailored to each of Comerica's four primary geographic markets: Michigan, Texas, California and Florida.
In addition to the three major lines of business, the Finance segment is also significant. The Finance segment includes Comerica's securities portfolio and asset and liability management activities. This segment is responsible for managing Comerica's funding, liquidity and capital needs, performing interest sensitivity gap and earnings simulation analysis and executing various strategies to manage Comerica's exposure to interest rate risk.
SUPERVISION AND REGULATION
Banks, financial holding companies and financial institutions are highly regulated at both the state and federal level. Comerica is subject to supervision and regulation by the Federal Reserve Board ("FRB") under the Bank Holding Company Act of 1956, as amended (the "Act").
The Gramm-Leach-Bliley Act of 1999, effective March 11, 2000, expanded the activities in which a bank holding company, which is eligible to be a financial holding company, could engage. The conditions to be financial holding company include the requirement that each deposit institution subsidiary of the holding company be well-capitalized and well-managed.
On December 19, 2000, Comerica became a financial holding company. As a financial holding company, Comerica may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. Activities that are "financial in nature" include, but are not limited to: securities underwriting; dealing and market marking; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking; travel agent services; real estate development; and activities that the FRB has determined to be closely related to banking. A bank holding company that is not also a financial holding company is limited to engaging in banking and such other activities previously determined by the FRB to be closely related to banking.
Comerica Bank is chartered by the State of Michigan and is supervised and regulated by the Division of Financial Institutions, Office of Financial and Insurance Services of the State of Michigan and the FRB. Comerica Bank-Texas is chartered by the State of Texas and is supervised and regulated by the Texas Department of Banking and the Federal Deposit Insurance Corporation ("FDIC"). Comerica Bank, National Association and Comerica Bank & Trust, National Association are chartered under federal law and subject to supervision and regulation by the Office of the Comptroller of the Currency ("OCC"). Comerica Bank-California and Imperial Bank are chartered by the State of California and are supervised and regulated by the California Department of Financial Institutions and the FDIC. Comerica Bank, Comerica Bank & Trust, National Association and Comerica Bank, National Association are members of the Federal Reserve System ("FRS"). State member banks are also regulated by the FRB, and state non-member banks are also regulated by the FDIC. The deposits of all the foregoing banks are insured by the Bank Insurance Fund ("BIF") of the FDIC to the extent provided by law. Comerica Bank-Mexico, S.A. is chartered under the laws of Mexico and is supervised and regulated by the Ministry of Finance and Public Credit, the Bank of Mexico, and the Mexican National Banking Commission. Comerica Bank-Canada is chartered under the laws of Ontario, Canada and is supervised and regulated by the Office of the Superintendent of Financial Institutions Canada and the Canada Deposit Insurance Corporation.
The FRB supervises non-banking activities conducted by companies owned by Comerica Bank, Comerica Bank-California and Comerica Bank-Texas and the OCC supervises non-banking activities conducted by companies owned by Comerica Bank & Trust, National Association. In addition, Comerica's non-banking subsidiaries are subject to supervision and regulation by various state and federal agencies, including, but not limited to, the National Association of Securities Dealers, Inc. (in the case of Comerica Securities, Inc.) the Department of Insurance of the State of Michigan (in the case of Comerica Insurance Services, Inc.), and the Securities and Exchange Commission (in the case of Munder Capital Management).
No FRB approval is required for Comerica to acquire a company, other than a bank holding company or bank, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the FRB. Prior FRB approval is required before Comerica may acquire
the beneficial ownership or control of more than 5% of the voting shares or substantially all of the assets of a bank holding company, bank or savings association. If any subsidiary bank of Comerica ceases to be "well capitalized" or "well managed" under applicable regulatory standards, the Federal Reserve Board may, among other actions, order Comerica to divest the subsidiary bank. Alternatively, Comerica may elect to conform its non-banking activities to those permissible for a bank holding company that is not also a financial holding company. If any subsidiary bank of Comerica receives a rating under the Community Reinvestment Act of 1977 of less than satisfactory, Comerica will be prohibited from engaging in new activities or acquiring companies other than bank holding companies, banks or savings associations.
Various governmental requirements, including Sections 23A and 23B of the Federal Reserve Act, limit borrowings by Comerica and its nonbank subsidiaries from its affiliate insured depository institutions, and also limit various other transactions between Comerica and its nonbank subsidiaries, on the one hand, and its affiliate insured depository institutions, on the other. For example, Section 23A of the Federal Reserve Act limits to no more than 10% of its total capital the aggregate outstanding amount of any insured depository institution's loans and other "covered transactions" with any particular nonbank affiliate, and limits to no more than 20% of its total capital the aggregate outstanding amount of any insured depository institution's covered transactions with all of its nonbank affiliates. Section 23A of the Federal Reserve Act also generally requires that an insured depository institution's loans to its nonbank affiliates be secured, and Section 23B of the Federal Reserve Act generally requires that an insured depository institution's transactions with its nonbank affiliates be on arms-length terms.
Set forth below are summaries of selected laws and regulations applicable to Comerica and its subsidiaries. The summaries are not complete and are qualified in their entirety by references to the particular statutes and regulations. A change in applicable law or regulation could have a material effect on the business of Comerica.
Interstate Banking and Branching
Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Act"), a bank holding company became able to acquire banks in states other than its home state, beginning September 29, 1995, without regard to the permissibility of such acquisition under state law, but subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, prior to and following the proposed acquisition, control no more than ten percent of the total amount of deposits of insured depository institutions in the United States and no more than thirty percent of such deposits in that state (or such amount as established by state law).
The Interstate Act also authorizes banks to merge across state lines, thereby creating interstate branching. All of the states in which Comerica's banking subsidiaries are located allow interstate branching. Furthermore, under the Interstate Act, a bank is now able to open new branches in a state in which it does not already have banking operations if such state enacts a law permitting such de novo branching.
Since the provision permitting interstate bank acquisitions became effective, Comerica has had enhanced opportunities to acquire banks in any state subject to approval by the appropriate federal and state regulatory agencies. Under the Interstate Act, Comerica has the opportunity to consolidate its affiliate banks to create one bank with branches in more than one state, or to establish branches in different states, subject to any state "opt-in" and "opt-out" provisions.
Dividends
Comerica is a legal entity separate and distinct from its banking and other subsidiaries. Most of Comerica's revenues result from dividends its bank subsidiaries pay it. There are statutory and regulatory requirements applicable to the payment of dividends by subsidiary banks to Comerica as well as by Comerica to its shareholders. Certain, but not all, of these requirements are discussed below.
Each state bank subsidiary that is a member of the FRS and each national banking association is required by federal law to obtain the prior approval of the FRB or the OCC, as the case may be, for the declaration and payment of dividends, if the total of all dividends declared by the board of directors of such bank in any year will exceed the total of (i) such bank's retained net income (as defined and interpreted by regulation) for that year plus (ii) the retained net income (as defined and interpreted by regulation) for the preceding two years, less any required transfers to surplus. Further, federal regulatory agencies can prohibit a banking institution or bank holding company from engaging in unsafe and unsound business practices and could prohibit the payment of dividends if such payment could be deemed an unsafe and unsound banking practice. In addition, Comerica's state bank subsidiaries that are not members of the FRS are also subject to limitations under state law regarding the amount of earnings that may be paid out as dividends.
At January 1, 2001, Comerica's subsidiary banks, without obtaining prior governmental approvals, could declare aggregate dividends of approximately $1,045 million from retained net profits of the preceding two years, plus an amount approximately equal to the net profits (as measured under current regulations), if any, earned for the period from January 1, 2001 through the date of declaration. Comerica's subsidiary banks paid dividends of $339 million in 2000, $261 million in 1999 and $442 million in 1998.
Source of Strength
According to Federal Reserve Board policy, bank holding companies are expected to act as a source of strength to each subsidiary bank and to commit resources to support each subsidiary bank. This support may be required at times when a bank holding company may not be able to provide such support. Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance Act, in the event of a loss suffered or anticipated by the FDIC (either as a result of the default of a banking or thrift subsidiary or related to FDIC assistance provided to a subsidiary in danger of default) the other banking subsidiaries may be assessed for the FDIC's loss, subject to certain exceptions.
FDICIA
FDICIA substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and made revisions to several other federal banking statutes. Among other things, FDICIA requires the federal banking agencies to take "prompt corrective action" in respect of depository institutions that do not meet minimum capital requirements. FDICIA establishes five capital tiers: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized." A depository institution's capital tier will depend upon where its capital levels are in relation to various relevant capital measures, which, among others, include a Tier 1 and total risk-based capital measure and a leverage ratio capital measure, and certain other factors.
Regulations establishing the specific capital tiers provide that, for a depository institution to be well capitalized it must have a total risk-based capital ratio of at least 10 percent, a Tier 1 risk-based capital ratio of at least 6 percent, a Tier 1 leverage ratio of at least 5 percent and not be subject to any specific capital order or directive. For an institution to be adequately capitalized it must have a total risk-based capital ratio of at least 8 percent, a Tier 1 risk-based capital ratio of at least 4 percent and a Tier 1 leverage ratio of at least 4 percent (and in some cases 3 percent). Under certain circumstances, the appropriate banking agency may treat a well capitalized, adequately capitalized or undercapitalized institution as if the institution were in the next lower capital category. As of December 31, 2000, each of the banking subsidiaries of Comerica were well capitalized under these regulations.
FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to limitations on growth and certain activities and are required to submit an acceptable capital restoration plan. The federal banking agencies may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution's capital. In addition, for a capital restoration plan to be acceptable, the depository institution's parent holding company must guarantee for a specific time period that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company under the guaranty is limited to the lesser of (i) an amount equal to 5 percent of the depository institution's total assets at the time it became undercapitalized, and (ii) the amount that is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit or implement an acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions are subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets, restrictions on interest rates, deposits and asset growth and
orders to improve management cessation of receipt of deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator.
Under FDICIA, the FDIC is permitted to provide financial assistance to an insured bank before appointment of a conservator or receiver only if (i) such assistance would be the least costly method of meeting the FDIC's insurance obligations, (ii) grounds for appointment of a conservator or a receiver exist or are likely to exist in the future, (iii) it is unlikely that the bank can meet all capital standards without assistance and (iv) the bank's management has been competent, has complied with applicable laws, regulations, rules and supervisory directives and has not engaged in any insider dealing, speculative practice or other abusive activity.
FDICIA also contains a variety of other provisions that may affect the operations of depository institutions including reporting requirements, regulatory standards for real estate lending, "truth in savings" provisions, the requirement that a depository institution give 90 days prior notice to customers and regulatory authorities before closing any branch and a prohibition on the acceptance or renewal of brokered deposits by depository institutions that are not well capitalized or are adequately capitalized and have not received a waiver from the FDIC. Under regulations relating to the brokered deposit prohibition, Comerica's United States subsidiary banks are all well-capitalized and may accept brokered deposits without restriction.
Capital Requirements
The FRB imposes, on Comerica, risk-based capital requirements and guidelines, which are substantially similar to the capital requirements and guidelines imposed by the FRB, the OCC and the FDIC on depository institutions under their jurisdictions.
The FRB may set higher capital requirements for holding companies whose circumstances warrant it. For example, holding companies experiencing internal growth or making acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. The FRB also considers a "tangible Tier 1 leverage ratio" (deducting all intangibles) and other indications of capital strength in evaluating proposals for expansion or new activities.
The FRB, FDIC and OCC rules require Comerica to incorporate market and interest rate risk components into their risk-based capital standards. Under the market risk requirements, capital is allocated to support the amount of market risk related to a financial institution's ongoing trading activities.
As an additional means to identify problems in the financial management of depository institutions, FDICIA requires federal bank regulatory agencies to establish certain non-capital safety and soundness standards for institutions for which they are the primary federal regulator. The standards relate generally to operations and management, asset quality, interest rate exposure and executive
compensation. The agencies are authorized to take action against institutions that fail to meet such standards.
FDIC Insurance Assessments
Comerica's subsidiary banks are subject to FDIC deposit insurance assessments. On January 1, 1994, a risk-based deposit premium assessment system became effective under which each depository institution is placed in one of nine assessment categories based on certain capital and supervisory measures. The deposit insurance assessment schedule published by the FDIC for the assessment period commencing January 1, 1998, maintained the nine categories but provided for major reductions in the assessment rates for institutions insured by BIF. These reductions occurred because the balance in BIF had reached or surpassed the "designated reserve ratio" set by law for the balance in the fund to maintain with respect to BIF-insured deposits. The FDIC has continued these reduced assessment levels.
Enforcement Powers of Federal Banking Agencies
The FRB and other federal banking agencies have broad enforcement powers, including the power to terminate deposit insurance, impose substantial fines and other civil and criminal penalties and appoint a conservator or receiver. Failure to comply with applicable laws, regulations and supervisory agreements could subject Comerica or its banking subsidiaries, as well as officers and directors of these organizations, to administrative sanctions and potentially substantial civil penalties.
COMPETITION
Banking is a highly competitive business. The Michigan banking subsidiary of the Corporation competes primarily with Detroit and outstate Michigan banks for loans, deposits and trust accounts. Through its offices in Arizona, California, Colorado, Connecticut, Florida, Georgia, Indiana, Illinois, Nevada, Ohio and Texas, Comerica competes with other financial institutions for various types of loans. Through its Florida branches, Comerica competes with many companies, including financial institutions, for trust business.
At year-end 2000, Comerica was the largest financial holding company headquartered in Michigan in terms of total assets and deposits. Based on the Interstate Act as described above, Comerica believes that the level of competition in all geographic markets will increase in the future. Comerica's banking subsidiaries also face competition from other financial intermediaries, including savings and loan associations, consumer finance companies, leasing companies and credit unions.
EMPLOYEES
As of December 31, 2000, Comerica and its subsidiaries had 8,911 full-time and 1,450 part-time employees.
ITEM 2.
ITEM 2. PROPERTIES
The executive offices of the Corporation are located in the Comerica Tower at Detroit Center, 500 Woodward Ave., Detroit, Michigan 48226. Comerica and its subsidiaries occupy 14 floors of the building, which is leased through Comerica Bank from an unaffiliated third party. This lease extends through January 2007. As of December 31, 2000, Comerica Bank operated 278 offices within the States of Michigan and Florida, of which 178 were owned and 98 were leased. Two other banking affiliates operate 112 offices in California and Texas. The affiliates own 36 of their offices and lease 76 offices. Affiliates also operate from leased spaces in Toledo, Ohio; Mexico City, Mexico; Sao Paulo, Brazil; Memphis, TN; Queretaro, Mexico; Monterey, Mexico; Las Vegas, NV; Minneapolis, MN; New York, NY; Atlanta, GA; Iselin, NJ; Wanchai, Hong Kong; New Orleans, LA; Oakbrook, IL; Beachwood, OH and Toronto, Ontario, Canada.
The Corporation owns a check processing center in Livonia, Michigan, a ten-story building in the central business district of Detroit that houses certain departments of the Corporation and Comerica Bank and a building in Auburn Hills, Michigan, used mainly for consumer lending functions and operations.
In 1983, Comerica entered into a sale/leaseback agreement with an unaffiliated party covering an operations center which was built in Auburn Hills, Michigan, and now is occupied by various departments of the Corporation and Comerica Bank.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Corporation and its subsidiaries are parties to litigation and claims arising in the normal course of their activities. Although the amount of ultimate liability, if any, with respect to such matters cannot be determined with reasonable certainty, management, after consultation with legal counsel, believes that the litigation and claims, some of which are substantial, will not have a material adverse effect on the Corporation's consolidated financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to shareholders in the fourth quarter of 2000.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock of Comerica Incorporated is traded on the New York Stock Exchange (NYSE Trading Symbol: CMA). At March 28, 2001, there were approximately 17,257 holders of the Corporation's common stock.
Quarterly cash dividends were declared during 2000 and 1999, totaling $1.60 and $1.44 per common share per year, respectively. The following table sets forth, for the periods indicated, the high and low sale prices per share of the Corporation's common stock as reported on the NYSE Composite Transactions Tape for all quarters of 2000 and 1999.
* Dividend yield is calculated by annualizing the quarterly dividend per share and dividing by an average of the high and low price in the quarter.
Share-Repurchase: On March 27, 2001, the Board of Directors of Comerica approved a share repurchase program, authorizing the Corporation to repurchase up to one million (1,000,000) shares of its outstanding common stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The response to this item is included on page 23 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, which page is hereby incorporated by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The response to this item is included under the caption "Financial Review and Report" on pages 22 through 41 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, which pages are hereby incorporated by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The response to this item is included on pages 37 through 40 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, which pages are hereby incorporated by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is included on pages 42 through 71 of the Corporation's Annual Report to Shareholders for the year ended December 31, 2000, which pages are hereby incorporated by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item will be included under the sections captioned "Information About Nominees and Incumbent Directors," "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" of the Corporation's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 22, 2001, which sections are hereby incorporated by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item will be included under the sections captioned "Compensation of Directors" and "Compensation of Executive Officers" of the Corporation's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 22, 2001, which sections are hereby incorporated by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item will be included under the sections captioned "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management" of the Corporation's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 22, 2001, which sections are hereby incorporated by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this item will be included under the sections captioned "Transactions of Directors and Executive Officers with Comerica" and "Information about Nominees and Incumbent Directors" of the Corporation's definitive Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 22, 2001, which sections are hereby incorporated by reference.
Comerica Incorporated and Subsidiaries FORM 10-K CROSS-REFERENCE INDEX
Certain information required to be included in this Form 10-K is included in the 2000 Annual Report to Shareholders or in the 2001 Proxy Statement used in connection with the 2001 annual meeting of share- holders to be held on May 22, 2001.
The following cross-reference index shows the page location in the 2000 Annual Report or the section of the 2001 Proxy Statement of only that information which is to be incorporated by reference into this Form 10-K.
All other sections of the 2000 Annual Report or the 2001 Proxy Statement are not required in this Form 10-K and should not be considered a part thereof.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements: The financial statements that are filed as part of this report are listed under Item 8 in the Form 10-K Cross-Reference Index on page 12.
2. All of the schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are either not required under the related instruction, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and therefore have been omitted.
Exhibits:
(b) The Corporation filed two Current Reports on Form 8-K, dated November 2, 2000, and November 29, 2000, respectively, during the fourth quarter of 2000.
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in the City of Detroit, State of Michigan on the 27th day of March, 2001.
COMERICA INCORPORATED
/s/ Eugene A. Miller - ----------------------------------------------------- Eugene A. Miller Chairman, President and Chief Executive Officer
/s/ Ralph W. Babb, Jr. - ----------------------------------------------------- Ralph W. Babb, Jr. Vice Chairman and Chief Financial Officer
/s/ Marvin J. Elenbaas - ----------------------------------------------------- Marvin J. Elenbaas Senior Vice President and Controller (Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on the 27th day of March, 2001.
BY DIRECTORS
/s/ Lillian Bauder - ----------------------------------------------------- Lillian Bauder
/s/ James F. Cordes - ----------------------------------------------------- James F. Cordes
/s/ Peter D. Cummings - ----------------------------------------------------- Peter D. Cummings
/s/ J. Philip DiNapoli - ----------------------------------------------------- J. Philip DiNapoli
/s/ Anthony Earley, Jr. - ----------------------------------------------------- Anthony F. Earley, Jr.
/s/ Max M. Fisher - ----------------------------------------------------- Max M. Fisher
/s/ Roger Fridholm - ----------------------------------------------------- Roger Fridholm
/s/ Todd W. Herrick - ----------------------------------------------------- Todd W. Herrick
- ----------------------------------------------------- David Baker Lewis
/s/ John D. Lewis - ----------------------------------------------------- John D. Lewis
/s/ Wayne B. Lyon - ----------------------------------------------------- Wayne B. Lyon
/s/ Eugene A. Miller - ----------------------------------------------------- Eugene A. Miller
/s/ Alfred A. Piergallini - ----------------------------------------------------- Alfred A. Piergallini
/s/ John W. Porter - ----------------------------------------------------- John W. Porter
/s/ Heinz C. Prechter - ----------------------------------------------------- Heinz C. Prechter
/s/ Howard F. Sims - ----------------------------------------------------- Howard F. Sims
/s/ Robert S. Taubman - ----------------------------------------------------- Robert S. Taubman
/s/ William P. Vititoe - ----------------------------------------------------- William P. Vititoe
/s/ Martin D. Walker - ----------------------------------------------------- Martin D. Walker
/s/ Patricia M. Wallington - ----------------------------------------------------- Patricia M. Wallington
- ----------------------------------------------------- Gail L. Warden
/s/ Kenneth L. Way - ----------------------------------------------------- Kenneth L. Way
Exhibit Index