Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Reference is made to the sections entitled "2012 Overview and Key Corporate
Accomplishments," "Results of Operations," "Strategic Lines of Business,"
"Balance Sheet and Capital Funds Analysis," "Risk Management," "Critical
Accounting Policies," "Supplemental Financial Data" and "Forward-Looking
Statements" on pages F-4 through F-49 of the Financial Section of this report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Reference is made to the subheadings entitled "Market and Liquidity Risk,"
"Operational Risk," "Compliance Risk" and "Business Risk" on pages F-36 through
F-41 of the Financial Section of this report.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the sections entitled "Consolidated Balance Sheets,"
"Consolidated Statements of Income," "Consolidated Statements of Comprehensive
Income," "Consolidated Statements of Changes in Stockholders' Equity,"
"Consolidated Statements of Cash Flows," "Notes to Consolidated Financial
Statements," "Report of Management," "Reports of Independent Registered Public
Accounting Firm," and "Historical Review" on pages F-50 through F-123 of the
Financial Section of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, management, including the
Chief Executive Officer and Chief Financial Officer, conducted an evaluation as
of the end of the period covered by this Annual Report on Form 10-K, of the
effectiveness of our disclosure controls and procedures as defined in Exchange
Act Rule 13a-15(e). Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that Comerica's disclosure controls and
procedures were effective as of the end of the period covered by this Annual
Report on Form 10-K.
Internal Control over Financial Reporting
Management's annual report on internal control over financial reporting and the
related attestation report of Comerica's registered public accounting firm are
included on pages F-118 and F-119 in the Financial Section of this report.
As required by Rule 13a-15(d) of the Exchange Act, management, including the
Chief Executive Officer and Chief Financial Officer, conducted an evaluation of
our internal control over financial reporting to determine whether any changes
occurred during the period covered by this Annual Report on Form 10-K that have
materially affected, or are reasonably likely to materially affect, Comerica's
internal control over financial reporting. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that there has been no
such change during the last quarter of the fiscal year covered by this Annual
Report on Form 10-K that has materially affected, or is reasonably likely to
materially affect, Comerica's internal control over financial reporting.
Item 9B. Other Information.
None.