CMA-2012.9.30 10Q
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q 
______________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 1-10706
____________________________________________________________________________________
Comerica Incorporated
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________
Delaware
38-1998421
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Comerica Bank Tower
1717 Main Street, MC 6404
Dallas, Texas 75201
(Address of principal executive offices)
(Zip Code)
(214) 462-6831
(Registrant’s telephone number, including area code) 
_________________________________________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
$5 par value common stock:
Outstanding as of October 25, 2012: 190,344,108 shares

Table of Contents

COMERICA INCORPORATED AND SUBSIDIARIES
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Table of Contents

Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
Comerica Incorporated and Subsidiaries
(in millions, except share data)
September 30,
2012
 
December 31,
2011
 
September 30,
2011
 
(unaudited)
 
 
 
(unaudited)
ASSETS
 
 
 
 
 
Cash and due from banks
$
933

 
$
982

 
$
981

 
 
 
 
 
 
Interest-bearing deposits with banks
3,005

 
2,574

 
4,217

Other short-term investments
146

 
149

 
137

 
 
 
 
 
 
Investment securities available-for-sale
10,569

 
10,104

 
9,732

 
 
 
 
 
 
Commercial loans
27,460

 
24,996

 
23,113

Real estate construction loans
1,392

 
1,533

 
1,648

Commercial mortgage loans
9,559

 
10,264

 
10,539

Lease financing
837

 
905

 
927

International loans
1,277

 
1,170

 
1,046

Residential mortgage loans
1,495

 
1,526

 
1,643

Consumer loans
2,174

 
2,285

 
2,309

Total loans
44,194

 
42,679

 
41,225

Less allowance for loan losses
(647
)
 
(726
)
 
(767
)
Net loans
43,547

 
41,953

 
40,458

Premises and equipment
625

 
675

 
685

Accrued income and other assets
4,489

 
4,571

 
4,678

Total assets
$
63,314

 
$
61,008

 
$
60,888

 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
Noninterest-bearing deposits
$
21,753

 
$
19,764

 
$
19,116

 
 
 
 
 
 
Money market and interest-bearing checking deposits
20,407

 
20,311

 
20,237

Savings deposits
1,589

 
1,524

 
1,771

Customer certificates of deposit
5,742

 
5,808

 
5,980

Other time deposits
—

 
—

 
45

Foreign office time deposits
486

 
348

 
303

Total interest-bearing deposits
28,224

 
27,991

 
28,336

Total deposits
49,977

 
47,755

 
47,452

Short-term borrowings
63

 
70

 
164

Accrued expenses and other liabilities
1,450

 
1,371

 
1,312

Medium- and long-term debt
4,740

 
4,944

 
5,009

Total liabilities
56,230

 
54,140

 
53,937

 
 
 
 
 
 
Common stock - $5 par value:
 
 
 
 
 
Authorized - 325,000,000 shares
 
 
 
 
 
Issued - 228,164,824 shares
1,141

 
1,141

 
1,141

Capital surplus
2,153

 
2,170

 
2,162

Accumulated other comprehensive loss
(253
)
 
(356
)
 
(230
)
Retained earnings
5,831

 
5,546

 
5,471

Less cost of common stock in treasury - 36,790,174 shares at 9/30/12, 30,831,076 shares at 12/31/11 and 29,238,425 shares at 9/30/11
(1,788
)
 
(1,633
)
 
(1,593
)
Total shareholders’ equity
7,084

 
6,868

 
6,951

Total liabilities and shareholders’ equity
$
63,314

 
$
61,008

 
$
60,888

See notes to consolidated financial statements.

1
Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Comerica Incorporated and Subsidiaries 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions, except per share data)
2012
 
2011
 
2012
 
2011
INTEREST INCOME
 
 
 
 
 
 
 
Interest and fees on loans
$
400

 
$
405

 
$
1,219

 
$
1,149

Interest on investment securities
57

 
54

 
179

 
170

Interest on short-term investments
3

 
4

 
9

 
9

Total interest income
460

 
463

 
1,407

 
1,328

INTEREST EXPENSE
 
 
 
 
 
 
 
Interest on deposits
17

 
24

 
54

 
69

Interest on medium- and long-term debt
16

 
16

 
49

 
50

Total interest expense
33

 
40

 
103

 
119

Net interest income
427

 
423

 
1,304

 
1,209

Provision for credit losses
22

 
35

 
63

 
126

Net interest income after provision for credit losses
405

 
388

 
1,241

 
1,083

NONINTEREST INCOME
 
 
 
 
 
 
 
Service charges on deposit accounts
53

 
53

 
162

 
156

Fiduciary income
39

 
37

 
116

 
115

Commercial lending fees
22

 
22

 
71

 
64

Letter of credit fees
19

 
19

 
54

 
55

Card fees
12

 
17

 
35

 
47

Foreign exchange income
9

 
11

 
29

 
30

Bank-owned life insurance
10

 
10

 
30

 
27

Brokerage fees
5

 
5

 
14

 
17

Net securities gains
—

 
12

 
11

 
18

Other noninterest income
28

 
15

 
92

 
81

Total noninterest income
197

 
201

 
614

 
610

NONINTEREST EXPENSES
 
 
 
 
 
 
 
Salaries
192

 
192

 
582

 
565

Employee benefits
61

 
53

 
181

 
153

Total salaries and employee benefits
253

 
245

 
763

 
718

Net occupancy expense
40

 
44

 
121

 
122

Equipment expense
17

 
17

 
50

 
49

Outside processing fee expense
27

 
25

 
79

 
74

Software expense
23

 
22

 
67

 
65

Merger and restructuring charges
25

 
33

 
33

 
38

FDIC insurance expense
9

 
8

 
29

 
35

Advertising expense
7

 
7

 
21

 
21

Other real estate expense
2

 
5

 
6

 
19

Other noninterest expenses
46

 
57

 
161

 
151

Total noninterest expenses
449

 
463

 
1,330

 
1,292

Income before income taxes
153

 
126

 
525

 
401

Provision for income taxes
36

 
28

 
134

 
104

NET INCOME
117

 
98

 
391

 
297

Less income allocated to participating securities
1

 
1

 
4

 
3

Net income attributable to common shares
$
116

 
$
97

 
$
387

 
$
294

Earnings per common share:
 
 
 
 
 
 
 
Basic
$
0.61

 
$
0.51

 
$
2.00

 
$
1.63

Diluted
0.61

 
0.51

 
2.00

 
1.61

 
 
 
 
 
 
 
 
Comprehensive income
165

 
176

 
494

 
456

 
 
 
 
 
 
 
 
Cash dividends declared on common stock
29

 
20

 
78

 
55

Cash dividends declared per common share
0.15

 
0.10

 
0.40

 
0.30

See notes to consolidated financial statements.

2
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)
Comerica Incorporated and Subsidiaries
 
Common Stock
 
 
 
Accumulated
Other
Comprehensive
Loss
 
 
 
 
 
Total
Shareholders’
Equity
(in millions, except per share data)
Shares
Outstanding
 
Amount
 
Capital
Surplus
 
 
Retained
Earnings
 
Treasury
Stock
 
BALANCE AT DECEMBER 31, 2010
176.5

 
$
1,019

 
$
1,481

 
$
(389
)
 
$
5,247

 
$
(1,565
)
 
$
5,793

Net income
—

 
—

 
—

 
—

 
297

 
—

 
297

Other comprehensive income, net of tax
—

 
—

 
—

 
159

 
—

 
—

 
159

Cash dividends declared on common stock ($0.30 per share)
—

 
—

 
—

 
—

 
(55
)
 
—

 
(55
)
Purchase of common stock
(2.7
)
 
—

 
—

 
—

 
—

 
(75
)
 
(75
)
Acquisition of Sterling Bancshares, Inc.
24.3

 
122

 
681

 
—

 
—

 
—

 
803

Net issuance of common stock under employee stock plans
0.8

 
—

 
(29
)
 
—

 
(18
)
 
47

 
—

Share-based compensation
—

 
—

 
29

 
—

 
—

 
—

 
29

BALANCE AT SEPTEMBER 30, 2011
198.9

 
$
1,141

 
$
2,162

 
$
(230
)
 
$
5,471

 
$
(1,593
)
 
$
6,951

 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE AT DECEMBER 31, 2011
197.3

 
$
1,141

 
$
2,170

 
$
(356
)
 
$
5,546

 
$
(1,633
)
 
$
6,868

Net income
—

 
—

 
—

 
—

 
391

 
—

 
391

Other comprehensive income, net of tax
—

 
—

 
—

 
103

 
—

 
—

 
103

Cash dividends declared on common stock ($0.40 per share)
—

 
—

 
—

 
—

 
(78
)
 
—

 
(78
)
Purchase of common stock
(7.1
)
 
—

 
—

 
—

 
—

 
(215
)
 
(215
)
Net issuance of common stock under employee stock plans
1.2

 
—

 
(48
)
 
—

 
(28
)
 
62

 
(14
)
Share-based compensation
—

 
—

 
29

 
—

 
—

 
—

 
29

Other
—

 
—

 
2

 
—

 
—

 
(2
)
 
—

BALANCE AT SEPTEMBER 30, 2012
191.4

 
$
1,141

 
$
2,153

 
$
(253
)
 
$
5,831

 
$
(1,788
)
 
$
7,084

See notes to consolidated financial statements.



3
Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Comerica Incorporated and Subsidiaries
 
Nine Months Ended September 30,
(in millions)
2012
 
2011
OPERATING ACTIVITIES
 
 
 
Net income
$
391

 
$
297

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Provision for credit losses
63

 
126

Provision for deferred income taxes
69

 
52

Depreciation and amortization
100

 
90

Share-based compensation expense
29

 
29

Net amortization of securities
35

 
27

Accretion of loan purchase discount
(58
)
 
(27
)
Net securities gains
(11
)
 
(18
)
Excess tax benefits from share-based compensation arrangements
(1
)
 
(1
)
Net change in:
 
 
 
Trading securities
14

 
14

Accrued income receivable
3

 
2

Accrued expenses payable
(21
)
 
1

Other, net
132

 
164

Net cash provided by operating activities
745

 
756

INVESTING ACTIVITIES
 
 
 
Investment securities available-for-sale:
 
 
 
Maturities and redemptions
2,817

 
1,757

Sales
—

 
773

Purchases
(3,194
)
 
(3,007
)
Net change in loans
(1,620
)
 
819

Cash and cash equivalents acquired in acquisition of Sterling Bancshares, Inc.
—

 
721

Sales of Federal Home Loan Bank stock
3

 
33

Proceeds from sales of indirect private equity and venture capital funds
1

 
33

Other, net
(30
)
 
(91
)
Net cash (used in) provided by investing activities
(2,023
)
 
1,038

FINANCING ACTIVITIES
 
 
 
Net change in:
 
 
 
Deposits
2,141

 
2,898

Short-term borrowings
(7
)
 
12

Medium- and long-term debt:
 
 
 
Repayments
(193
)
 
(1,464
)
Common stock:
 
 
 
Repurchases
(215
)
 
(75
)
Cash dividends paid
(69
)
 
(53
)
Excess tax benefits from share-based compensation arrangements
1

 
1

Other, net
2

 
2

Net cash provided by financing activities
1,660

 
1,321

Net increase in cash and cash equivalents
382

 
3,115

Cash and cash equivalents at beginning of period
3,556

 
2,083

Cash and cash equivalents at end of period
$
3,938

 
$
5,198

 
 
 
 
Interest paid
$
101

 
$
113

Income taxes, tax deposits and tax-related interest paid
38

 
48

Noncash investing and financing activities:
 
 
 
Loans transferred to other real estate
31

 
41

Net noncash assets acquired in stock acquisition of Sterling Bancshares, Inc.
—

 
82

See notes to consolidated financial statements.

4
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries
NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation were included. The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. Certain items in prior periods were reclassified to conform to the current presentation. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report of Comerica Incorporated and Subsidiaries (the Corporation) on Form 10-K for the year ended December 31, 2011.
Beginning in the second quarter 2012, the Corporation presents the provision for loan losses and the provision for credit losses on lending-related commitments together as the "provision for credit losses" on the consolidated statements of comprehensive income. Prior period amounts were reclassified to conform to the current presentation.
Allowance for Loan Losses
In the first quarter 2012, the Corporation implemented enhancements to the methodology used for determining standard reserve factors for business loans not individually evaluated, which resulted in a $25 million increase to the allowance for loan losses in the first quarter 2012. The enhancements included (a) estimating probability of default and loss given default from a national perspective, in addition to a market-by-market basis, and (b) expanding the time horizon of historical, migration-based probability of default and loss given default experience used to develop the standard reserve factors for each internal risk rating.
Nonperforming Assets
In the second quarter of 2012, the Corporation modified its residential mortgage and home equity nonaccrual policy. Under the new policy, residential mortgage and home equity loans are generally placed on nonaccrual status once they become 90 days past due (previously no later than 180 days past due).
In addition, effective second quarter 2012, the Corporation placed on nonaccrual status certain current junior lien home equity loans in which the Corporation holds and services the senior position, when full collection of the senior position is in doubt. In the third quarter 2012, the Corporation applied the same policy to junior lien home equity loans held by the Corporation for which the senior liens are serviced by others.
In the third quarter 2012, in connection with recently issued regulatory guidance, the Corporation further modified its nonaccrual and charge-off policy regarding Chapter 7 bankruptcy residential mortgage and consumer loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt. Effective September 30, 2012, such loans are placed on nonaccrual status and written down to estimated collateral value, without regard to the actual payment status of the loan, and are classified as troubled debt restructurings (TDRs). These modifications resulted in $4 million of write-downs and $8 million of nonaccrual TDRs. Of the $8 million of nonaccrual TDRs, $6 million were previously considered nonaccrual loans, therefore the net increase to nonperforming assets was $2 million.
Recently Adopted Accounting Standards
In the first quarter 2012, the Corporation adopted amendments to GAAP which revise the presentation of comprehensive income in the financial statements. As a result, the Corporation presents on an interim basis the components of net income and a total for comprehensive income in one continuous consolidated statement of comprehensive income and will present on an annual basis the components of net income and other comprehensive income in two separate, but consecutive statements. Information on the components of other comprehensive income is provided on an interim basis in Note 8 to these unaudited financial statements.
In the first quarter 2012, the Corporation adopted an amendment to GAAP which generally aligns the principles of fair value measurements with International Financial Reporting Standards (IFRS) and requires expanded disclosures. The adoption of the amendment had no impact on the Corporation's financial condition or results of operations. The required disclosures are provided in Note 2 to these unaudited financial statements.

NOTE 2 – FAIR VALUE MEASUREMENTS
The Corporation utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, the Corporation uses present value techniques and other

5
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Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

valuation methods to estimate the fair values of its financial instruments. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.
Fair value is an estimate of the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date. However, the calculated fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the financial instrument.
Trading securities, investment securities available-for-sale, derivatives and deferred compensation plan liabilities are recorded at fair value on a recurring basis. Additionally, from time to time, the Corporation may be required to record other assets and liabilities at fair value on a nonrecurring basis, such as impaired loans, other real estate (primarily foreclosed property), nonmarketable equity securities and certain other assets and liabilities. These nonrecurring fair value adjustments typically involve write-downs of individual assets or application of lower of cost or fair value accounting.
The Corporation categorizes assets and liabilities recorded at fair value on a recurring or nonrecurring basis and the estimated fair value of financial instruments not recorded at fair value on a recurring basis into a three-level hierarchy, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
 
Level 1
 
Valuation is based upon quoted prices for identical instruments traded in active markets.
 
 
 
 
 
Level 2
 
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
 
 
 
 
 
Level 3
 
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
The Corporation generally utilizes third-party pricing services to value Level 1 and Level 2 trading and investment securities, as well as certain derivatives designated as fair value hedges. Management reviews the methodologies and assumptions used by the third-party pricing services and evaluates the values provided, principally by comparison with other available market quotes for similar instruments and/or analysis based on internal models using available third-party market data. The Corporation may occasionally adjust certain values provided by the third-party pricing service when management believes, as the result of its review, that the adjusted price most appropriately reflects the fair value of the particular security.
Following are descriptions of the valuation methodologies and key inputs used to measure financial assets and liabilities recorded at fair value, as well as a description of the methods and significant assumptions used to estimate fair value disclosures for financial instruments not recorded at fair value in their entirety on a recurring basis. The descriptions include an indication of the level of the fair value hierarchy in which the assets or liabilities are classified. Transfers of assets or liabilities between levels of the fair value hierarchy are recognized at the beginning of the reporting period, when applicable.
Cash and due from banks, federal funds sold and interest-bearing deposits with banks
Due to their short-term nature, the carrying amount of these instruments approximates the estimated fair value. As such, the Corporation classifies the estimated fair value of these instruments as Level 1.
Trading securities and associated deferred compensation plan liabilities
Securities held for trading purposes and associated deferred compensation plan liabilities are recorded at fair value on a recurring basis and included in “other short-term investments” and “accrued expenses and other liabilities,” respectively, on the consolidated balance sheets. Level 1 securities held for trading purposes include assets related to employee deferred compensation plans, which are invested in mutual funds, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and other securities traded on an active exchange, such as the New York Stock Exchange. Deferred compensation plan liabilities represent the fair value of the obligation to the employee, which corresponds to the fair value of the invested assets. Level 2 trading securities include municipal bonds and residential mortgage-backed securities issued by U.S. government-sponsored entities and corporate debt securities. Securities classified as Level 3 include securities in less liquid markets and securities not rated by a credit agency. The methods used to value trading securities are the same as the methods used to value investment securities available-for-sale, discussed below.
Loans held-for-sale

6
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Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Loans held-for-sale, included in “other short-term investments” on the consolidated balance sheets, are recorded at the lower of cost or fair value. Loans held-for-sale may be carried at fair value on a nonrecurring basis when fair value is less than cost. The fair value is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Corporation classifies both loans held-for-sale subjected to nonrecurring fair value adjustments and the estimated fair value of loans held-for sale as Level 2.
Investment securities available-for-sale
Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available or the market is deemed to be inactive at the measurement date, an adjustment to the quoted prices may be necessary. In some circumstances, the Corporation may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate to estimate an instrument's fair value. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include residential mortgage-backed securities issued by U.S. government agencies and U.S. government-sponsored entities and corporate debt securities. The fair value of Level 2 securities was determined using quoted prices of securities with similar characteristics, or pricing models based on observable market data inputs, primarily interest rates, spreads and prepayment information.
Securities classified as Level 3, of which the substantial majority is auction-rate securities, represent securities in less liquid markets requiring significant management assumptions when determining fair value. Due to the lack of a robust secondary auction-rate securities market with active fair value indicators, fair value for all periods presented was determined using an income approach based on a discounted cash flow model. The discounted cash flow model utilizes two significant inputs: discount rate and workout period. The discount rate was calculated using credit spreads of the underlying collateral or similar securities plus a liquidity risk premium. The liquidity risk premium was derived from observed liquidity premiums based on auction-rate securities valuations performed by third parties and incorporated the rate at which the various types of similar auction-rate securities had been redeemed or sold since acquisition in 2008. The workout period was based on an assessment of publicly available information on efforts to re-establish functioning markets for these securities and the Corporation's own redemption experience. As of September 30, 2012, approximately 82 percent of the aggregate auction-rate securities par value had been redeemed or sold since acquisition. Significant increases in any of these inputs in isolation would result in a significantly lower fair value. Additionally, as the discount rate incorporates the liquidity risk premium, a change in an assumption used for the liquidity risk premium would be accompanied by a directionally similar change in the discount rate. The Corporate Development Department is responsible for determining the valuation methodology for auction-rate securities and for updating significant inputs based on changes to the factors discussed above. Valuation results, including an analysis of changes to the valuation methodology and significant inputs, are provided to senior management for review on a quarterly basis. On an annual basis, an independent third party verifies the fair value by reviewing the appropriateness of the discounted cash flow model and its significant inputs.
Loans
The Corporation does not record loans at fair value on a recurring basis. However, periodically, the Corporation records nonrecurring adjustments to the carrying value of loans based on fair value measurements. Loans for which it is probable that payment of interest or principal will not be made in accordance with the contractual terms of the original loan agreement are considered impaired, which are reported as nonrecurring fair value measurements when a specific allowance for the impaired loan is established based on the fair value of collateral. Collateral values supporting individually evaluated impaired loans are evaluated quarterly. When management determines that the fair value of the collateral requires additional adjustments, either as a result of non-current appraisal value or when there is no observable market price, the Corporation classifies the impaired loan as Level 3. The Special Assets Group is responsible for performing quarterly credit quality reviews for all impaired loans as part of the quarterly allowance for loan losses process overseen by the Chief Credit Officer, during which valuation adjustments to updated collateral values are determined.
The Corporation provides fair value estimates for loans not recorded at fair value. The estimated fair value is determined based on characteristics such as loan category, repricing features and remaining maturity, and includes prepayment and credit loss estimates. For variable rate business loans that reprice frequently, the estimated fair value is based on carrying values adjusted for estimated credit losses inherent in the portfolio at the balance sheet date. For other business loans and retail loans, fair values are estimated using a discounted cash flow model that employs a discount rate that reflect the Corporation's current pricing for loans with similar characteristics and remaining maturity, adjusted by an amount for estimated credit losses inherent in the portfolio at the balance sheet date. The rates take into account the expected yield curve, as well as an adjustment for prepayment risk, when applicable. The Corporation classifies the estimated fair value of loans held for investment as Level 3.

7
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Customers’ liability on acceptances outstanding and acceptances outstanding
The carrying amount of these instruments approximates the estimated fair value, due to their short-term nature. As such, the Corporation classifies the estimated fair value of these instruments as Level 1.
Derivative assets and derivative liabilities
Derivative instruments held or issued for risk management or customer-initiated activities are traded in over-the-counter markets where quoted market prices are not readily available. Fair value for over-the-counter derivative instruments is measured on a recurring basis using internally developed models that use primarily market observable inputs, such as yield curves and option volatilities. The Corporation manages credit risk for its over-the-counter derivative positions on a counterparty-by-counterparty basis and calculates credit valuation adjustments, included in the fair value of these instruments, on the basis of its relationships at the counterparty portfolio/master netting agreement level. These credit valuation adjustments are determined by applying a credit spread for the counterparty or the Corporation, as appropriate, to the total expected exposure of the derivative after considering collateral and other master netting arrangements. These adjustments, which are considered Level 3 inputs, are based on estimates of current credit spreads to evaluate the likelihood of default. The Corporation assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Corporation classifies its over-the-counter derivative valuations in Level 2 of the fair value hierarchy. Examples of Level 2 derivative instruments are interest rate swaps and energy derivative and foreign exchange contracts.
The Corporation holds a portfolio of warrants for generally nonmarketable equity securities with a fair value of $3 million at September 30, 2012. These warrants are primarily from high technology, non-public companies obtained as part of the loan origination process. Warrants which contain a net exercise provision or a non-contingent put right embedded in the warrant agreement are accounted for as derivatives and recorded at fair value on a recurring basis using a Black-Scholes valuation model. The Black-Scholes valuation model utilizes five inputs: risk-free rate, expected life, volatility, exercise price, and the per share market value of the underlying company. The Corporate Development Department is responsible for the warrant valuation process, which includes reviewing all significant inputs for reasonableness, and for providing valuation results to senior management. Increases in any of these inputs in isolation, with the exception of exercise price, would result in a higher fair value. Increases in exercise price in isolation would result in a lower fair value. The Corporation classifies warrants accounted for as derivatives as Level 3.
The Corporation also holds a derivative contract associated with the 2008 sale of its remaining ownership of Visa Inc. (Visa) Class B shares. Under the terms of the derivative contract, the Corporation will compensate the counterparty primarily for dilutive adjustments made to the conversion factor of the Visa Class B to Class A shares based on the ultimate outcome of litigation involving Visa. Conversely, the Corporation will be compensated by the counterparty for any increase in the conversion factor from anti-dilutive adjustments. The recurring fair value of the derivative contract is based on unobservable inputs consisting of management's estimate of the litigation outcome, timing of litigation settlements and payments related to the derivative. Significant increases in the estimate of litigation outcome and the timing of litigation settlements in isolation would result in a significantly higher liability fair value. Significant increases in payments related to the derivative in isolation would result in a significantly lower liability fair value. The Corporation classifies the derivative liability as Level 3. On July 13, 2012, Visa announced it had reached an agreement in principle to settle the multi-district interchange litigation which pertains to its Class B shares. The announcement of this settlement did not have a material impact in the fair value of the Corporation’s liability.
Nonmarketable equity securities
The Corporation has a portfolio of indirect (through funds) private equity and venture capital investments with a carrying value of $14 million at September 30, 2012. These funds generally cannot be redeemed and the majority are not readily marketable. Distributions from these funds are received by the Corporation as a result of the liquidation of underlying investments of the funds and/or as income distributions. It is estimated that the underlying assets of the funds will be liquidated over a period of up to 17 years. The investments are accounted for on the cost or equity method and are individually reviewed for impairment on a quarterly basis by comparing the carrying value to the estimated fair value. These investments may be carried at fair value on a nonrecurring basis when they are deemed to be impaired and written down to fair value. Where there is not a readily determinable fair value, the Corporation estimates fair value for indirect private equity and venture capital investments based on the Corporation's percentage ownership in the net asset value of the entire fund, as reported by the fund, after indication that the fund adheres to applicable fair value measurement guidance. For those funds where the net asset value is not reported by the fund, the Corporation derives the fair value of the fund by estimating the fair value of each underlying investment in the fund. In addition to using qualitative information about each underlying investment, as provided by the fund, the Corporation gives consideration to information pertinent

8
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

to the specific nature of the debt or equity investment, such as relevant market conditions, offering prices, operating results, financial conditions, exit strategy and other qualitative information, as available. The lack of an independent source to validate fair value estimates, including the impact of future capital calls and transfer restrictions, is an inherent limitation in the valuation process. On a quarterly basis, the Corporate Development Department is responsible, with appropriate oversight and approval provided by senior management, for performing the valuation procedures and updating significant inputs, as are primarily provided by the underlying fund's management. The Corporation classifies both nonmarketable equity securities subjected to nonrecurring fair value adjustments and the estimated fair value of nonmarketable equity securities not recorded at fair value in their entirety on a recurring basis as Level 3. Commitments to fund additional investments in nonmarketable equity securities recorded at fair value on a nonrecurring basis were $1 million at both September 30, 2012 and December 31, 2011, respectively.
The Corporation also holds restricted equity investments, primarily Federal Home Loan Bank (FHLB) and Federal Reserve Bank (FRB) stock. Restricted equity securities are not readily marketable and are recorded at cost (par value) and evaluated for impairment based on the ultimate recoverability of the par value. No significant observable market data for these instruments is available. The Corporation considers the profitability and asset quality of the issuer, dividend payment history and recent redemption experience when determining the ultimate recoverability of the par value. The Corporation’s investment in FHLB stock totaled $89 million and $92 million at September 30, 2012 and December 31, 2011, respectively, and its investment in FRB stock totaled $85 million at both September 30, 2012 and December 31, 2011, respectively. The Corporation believes its investments in FHLB and FRB stock are ultimately recoverable at par.
Other real estate
Other real estate is included in “accrued income and other assets” on the consolidated balance sheets and includes primarily foreclosed property. Foreclosed property is initially recorded at fair value, less costs to sell, at the date of foreclosure, establishing a new cost basis. Subsequently, foreclosed property is carried at the lower of cost or fair value, less costs to sell. Other real estate may be carried at fair value on a nonrecurring basis when fair value is less than cost. Fair value is based upon independent market prices, appraised value or management's estimate of the value of the property. The Special Assets Group obtains updated independent market prices and appraised values, as required by state regulation or deemed necessary based on market conditions, and determines if additional write-downs are necessary. On a quarterly basis, senior management reviews all other real estate and determines whether the carrying values are reasonable, based on the length of time elapsed since receipt of independent market price or appraised value and current market conditions. Other real estate carried at fair value based on an observable market price or a current appraised value is classified by the Corporation as Level 2. When management determines that the fair value of other real estate requires additional adjustments, either as a result of a non-current appraisal or when there is no observable market price, the Corporation classifies the other real estate as Level 3.
Loan servicing rights
Loan servicing rights with a carrying value of $2 million at September 30, 2012, included in “accrued income and other assets” on the consolidated balance sheets and primarily related to Small Business Administration loans, are subject to impairment testing. Loan servicing rights may be carried at fair value on a nonrecurring basis when impairment testing indicates that the fair value of the loan servicing rights is less than the recorded value. A valuation model is used for impairment testing on a quarterly basis, which utilizes a discounted cash flow model, using interest rates and prepayment speed assumptions currently quoted for comparable instruments and a discount rate determined by management. On a quarterly basis, the Accounting Department is responsible for performing the valuation procedures and updating significant inputs, which are primarily obtained from available third-party market data, with appropriate oversight and approval provided by senior management. If the valuation model reflects a value less than the carrying value, loan servicing rights are adjusted to fair value through a valuation allowance as determined by the model. As such, the Corporation classifies loan servicing rights as Level 3.
Deposit liabilities
The estimated fair value of checking, savings and certain money market deposit accounts is represented by the amounts payable on demand. The estimated fair value of term deposits is calculated by discounting the scheduled cash flows using the period-end rates offered on these instruments. As such, the Corporation classifies the estimated fair value of deposit liabilities as Level 2.
Short-term borrowings
The carrying amount of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings approximates the estimated fair value. As such, the Corporation classifies the estimated fair value of short-term borrowings as Level 1.

9
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

Medium- and long-term debt
The carrying value of variable-rate FHLB advances approximates the estimated fair value. The estimated fair value of the Corporation's remaining variable- and fixed-rate medium- and long-term debt is based on quoted market values when available. If quoted market values are not available, the estimated fair value is based on the market values of debt with similar characteristics. The Corporation classifies the estimated fair value of medium- and long-term debt as Level 2.
Credit-related financial instruments
Credit-related financial instruments include unused commitments to extend credit and standby and commercial letters of credit. These instruments generate ongoing fees which are recognized over the term of the commitment. In situations where credit losses are probable, the Corporation records an allowance. The carrying value of these instruments included in "accrued expenses and other liabilities" on the consolidated balance sheets, which includes the carrying value of the deferred fees plus the related allowance, approximates the estimated fair value. The Corporation classifies the estimated fair value of credit-related financial instruments as Level 3.
ASSETS AND LIABLILITIES RECORDED AT FAIR VALUE ON A RECURRING BASIS
The following tables present the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2012 and December 31, 2011.
(in millions)
Total
 
Level 1
 
Level 2
 
Level 3
September 30, 2012
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
Deferred compensation plan assets
$
88

 
$
88

 
$
—

 
$
—

State and municipal securities
11

 
—

 
11

 
—

Corporate debt securities
1

 
—

 
1

 
—

Other securities
1

 
1

 
—

 
—

Total trading securities
101

 
89

 
12

 
—

Investment securities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
20

 
20

 
—

 
—

Residential mortgage-backed securities (a)
10,155

 
—

 
10,155

 
—

State and municipal securities (b)
23

 
—

 
—

 
23

Corporate debt securities:
 
 
 
 
 
 
 
Auction-rate debt securities
1

 
—

 
—

 
1

Other corporate debt securities
58

 
—

 
58

 
—

Equity and other non-debt securities:
 
 
 
 
 
 
 
Auction-rate preferred securities
204

 
—

 
—

 
204

Money market and other mutual funds
108

 
108

 
—

 
—

Total investment securities available-for-sale
10,569

 
128

 
10,213

 
228

Derivative assets:
 
 
 
 
 
 
 
Interest rate contracts
597

 
—

 
597

 
—

Energy derivative contracts
188

 
—

 
188

 
—

Foreign exchange contracts
26

 
—

 
26

 
—

Warrants
3

 
—

 
—

 
3

Total derivative assets
814

 
—

 
811

 
3

Total assets at fair value
$
11,484

 
$
217

 
$
11,036

 
$
231

Derivative liabilities:
 
 
 
 
 
 
 
Interest rate contracts
$
247

 
$
—

 
$
247

 
$
—

Energy derivative contracts
187

 
—

 
187

 
—

Foreign exchange contracts
22

 
—

 
22

 
—

Total derivative liabilities
456

 
—

 
456

 
—

Deferred compensation plan liabilities
88

 
88

 
—

 
—

Total liabilities at fair value
$
544

 
$
88

 
$
456

 
$
—

(a)
Residential mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
(b)
Primarily auction-rate securities.

10
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

(in millions)
Total
 
Level 1
 
Level 2
 
Level 3
December 31, 2011
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
Deferred compensation plan assets
$
90

 
$
90

 
$
—

 
$
—

Residential mortgage-backed securities (a)
2

 
—

 
2

 
—

Other government-sponsored enterprise securities
9

 
—

 
9

 
—

State and municipal securities
12

 
—

 
12

 
—

Corporate debt securities
1

 
—

 
1

 
—

Other securities
1

 
1

 
—

 
—

Total trading securities
115

 
91

 
24

 
—

Investment securities available-for-sale:
 
 
 
 
 
 
 
U.S. Treasury and other U.S. government agency securities
20

 
20

 
—

 
—

Residential mortgage-backed securities (a)
9,512

 
—

 
9,512

 
—

State and municipal securities (b)
24

 
—

 
—

 
24

Corporate debt securities:
 
 
 
 
 
 
 
Auction-rate debt securities
1

 
—

 
—

 
1

Other corporate debt securities
46

 
—

 
46

 
—

Equity and other non-debt securities:
 
 
 
 
 
 
 
Auction-rate preferred securities
408

 
—

 
—

 
408

Money market and other mutual funds
93

 
93

 
—

 
—

Total investment securities available-for-sale
10,104

 
113

 
9,558

 
433

Derivative assets:
 
 
 
 
 
 
 
Interest rate contracts
602

 
—

 
602

 
—

Energy derivative contracts
115

 
—

 
115

 
—

Foreign exchange contracts
40

 
—

 
40

 
—

Warrants
3

 
—

 
—

 
3

Total derivative assets
760

 
—

 
757

 
3

Total assets at fair value
$
10,979

 
$
204

 
$
10,339

 
$
436

Derivative liabilities:
 
 
 
 
 
 
 
Interest rate contracts
$
253

 
$
—

 
$
253

 
$
—

Energy derivative contracts
115

 
—

 
115

 
—

Foreign exchange contracts
35

 
—

 
35

 
—

Other
6

 
—

 
—

 
6

Total derivative liabilities
409

 
—

 
403

 
6

Deferred compensation plan liabilities
90

 
90

 
—

 
—

Total liabilities at fair value
$
499

 
$
90

 
$
403

 
$
6

(a)
Residential mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
(b)
Primarily auction-rate securities.
There were no transfers of assets or liabilities recorded at fair value on a recurring basis into or out of Level 1, Level 2 and Level 3 fair value measurements during the three- and nine-month periods ended September 30, 2012 and 2011.

11
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

The following table summarizes the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the three- and nine-month periods ended September 30, 2012 and 2011.
 
 
 
Net Realized/Unrealized Gains (Losses)
 
 
 
 
 
 
 
 
Balance at
Beginning
of Period
 
Recorded in Earnings
 
Recorded in
Other
Comprehensive
Income (Pre-tax)
 
 
 
 
 
 
Balance at
End of 
Period
 
 
 
 
 
 
 
 
 
 
 
(in millions)
 
Realized
Unrealized
 
Purchases
 
Sales
 
Settlements

 
Three Months Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities (a)
$
24

 
$
—

$
—

 
$
(1
)
(b)
$
—

 
$
—

 
$
—

 
$
23

Auction-rate debt securities
1

 
—

—

 
—

 
—

 
—

 
—

 
1

Auction-rate preferred securities (c)
215

 
1

—

 
—

 
—

 
(12
)
 
—

 
204

Total investment securities available-for-sale (c)
240

 
1

—

 
(1
)
(b)
—

 
(12
)
 
—

 
228

Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants (d)
3

 
—

—

 
—

 
—

 
—

 
—

 
3

Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (c)
—

 
(1
)
—

 
—

 
—

 
—

 
(1
)
 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities
$
2

 
$
—

$
—

 
$
—

 
$
1

 
$
(2
)
 
$
—

 
$
1

Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities (a)
26

 
—

—

 
—

 
—

 
(3
)
 
—

 
23

Auction-rate debt securities
1

 
—

—

 
—

 
—

 
—

 
—

 
1

Other corporate debt securities
1

 
—

—

 
—

 
—

 
—

 
(1
)
 
—

Auction-rate preferred securities (c)
437

 
2

—

 
8

(b)
—

 
(38
)
 
—

 
409

Total investment securities available-for-sale (c)
465

 
2

—

 
8

(b)
—

 
(41
)
 
(1
)
 
433

Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants (d)
8

 
3

(1
)
 
—

 
—

 
(5
)
 
—

 
5

Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (c)
1

 
(1
)
—

 
—

 
—

 
—

 
(1
)
 
1

(a)
Primarily auction-rate securities.
(b)
Recorded in "net unrealized gains (losses) on investment securities available-for-sale" in other comprehensive income.
(c)
Realized and unrealized gains and losses due to changes in fair value recorded in "net securities gains (losses)" on the consolidated statements of comprehensive income.
(d)
Realized and unrealized gains and losses due to changes in fair value recorded in "other noninterest income" on the consolidated statements of comprehensive income.


12
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

 
 
 
Net Realized/Unrealized Gains (Losses)
 
 
 
 
 
 
 
 
Balance at
Beginning
of Period
 
Recorded in Earnings
 
Recorded in
Other
Comprehensive
Income (Pre-tax)
 
 
 
 
 
 
Balance at
End of 
Period
 
 
 
 
 
 
 
 
 
 
 
(in millions)
 
Realized
Unrealized
 
Purchases
 
Sales
 
Settlements

 
Nine Months Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities (a)
$
24

 
$
—

$
—

 
$
—

 
$
—

 
$
(1
)
 
$
—

 
$
23

Auction-rate debt securities
1

 
—

—

 
—

 
—

 
—

 
—

 
1

Auction-rate preferred securities (c)
408

 
12

—

 
11

(b)
—

 
(227
)
 
—

 
204

Total investment securities available-for-sale (c)
433

 
12

—

 
11

(b)
—

 
(228
)
 
—

 
228

Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants (d)
3

 
3

1

 
—

 
—

 
(4
)
 
—

 
3

Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (c)
6

 
(1
)
—

 
—

 
—

 
—

 
(7
)
 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trading securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities
$
—

 
$
—

$
—

 
$
—

 
$
3

 
$
(2
)
 
$
—

 
$
1

Other securities
1

 
—

—

 
—

 
—

 
(1
)
 
—

 
—

Total trading securities
1

 
—

—


—

 
3

 
(3
)
 
—

 
1

Investment securities available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal securities (a)
39

 
—

—

 
—

 
—

 
(16
)
 
—

 
23

Auction-rate debt securities
1

 
—

—

 
—

 
—

 
—

 
—

 
1

Other corporate debt securities
1

 
—

—

 
—

 
—

 
—

 
(1
)
 
—

Auction-rate preferred securities (c)
570

 
9

—

 
5

(b)
—

 
(175
)
 
—

 
409

Total investment securities available-for-sale (c)
611

 
9

—

 
5

(b)
—

 
(191
)
 
(1
)
 
433

Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrants (d)
7

 
10

—

 
—

 
—

 
(12
)
 
—

 
5

Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (c)
1

 
(1
)
(1
)
 
—

 
—

 
—

 
(2
)
 
1

(a)
Primarily auction-rate securities.
(b)
Recorded in "net unrealized gains (losses) on investment securities available-for-sale" in other comprehensive income.
(c)
Realized and unrealized gains and losses due to changes in fair value recorded in "net securities gains (losses)" on the consolidated statements of comprehensive income.
(d)
Realized and unrealized gains and losses due to changes in fair value recorded in "other noninterest income" on the consolidated statements of comprehensive income.


13
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

ASSETS AND LIABILITIES RECORDED AT FAIR VALUE ON A NONRECURRING BASIS
The Corporation may be required, from time to time, to record certain assets and liabilities at fair value on a nonrecurring basis. These include assets that are recorded at the lower of cost or fair value that were recognized at fair value below cost at the end of the period. All assets recorded at fair value on a nonrecurring basis were classified as Level 3 at September 30, 2012 and December 31, 2011 and are presented in the following table. No liabilities were recorded at fair value on a nonrecurring basis at September 30, 2012 and December 31, 2011.
(in millions)
 
Level 3
September 30, 2012
 
 
Loans:
 
 
Commercial
 
$
87

Real estate construction
 
42

Commercial mortgage
 
203

Lease financing
 
3

Total loans
 
335

Nonmarketable equity securities
 
1

Other real estate
 
12

Loan servicing rights
 
2

Total assets at fair value
 
$
350

 
 
 
December 31, 2011
 
 
Loans:
 
 
Commercial
 
$
164

Real estate construction
 
87

Commercial mortgage
 
302

Lease financing
 
3

International
 
8

Total loans
 
564

Nonmarketable equity securities
 
1

Other real estate
 
29

Loan servicing rights
 
3

Total assets at fair value
 
$
597

The following table presents quantitative information related to the significant unobservable inputs utilized in the Corporation's Level 3 recurring fair value measurements as of September 30, 2012. No liabilities were recorded as Level 3 at September 30, 2012.
 
 
 
Discounted Cash Flow Model
 
 
 
Unobservable Input
September 30, 2012
Fair Value
(in millions)
 
Discount Rate
 
Workout Period (in years)
State and municipal securities (a)
$
23

 
6% - 10%
 
4 - 6
Equity and other non-debt securities:
 
 
 
 
 
Auction-rate preferred securities
204

 
3% - 7%
 
2 - 4
(a)
Primarily auction-rate securities.
Level 3 assets recorded at fair value on a nonrecurring basis at September 30, 2012 included loans for which a specific allowance was established based on the fair value of collateral and other real estate for which fair value of the properties was less than the cost basis. For both asset classes, the unobservable inputs were the additional adjustments applied by management to the appraised values to reflect such factors as non-current appraisals and revisions to estimated time to sell. These adjustments are determined based on qualitative judgments made by management on a case-by-case basis and are not quantifiable inputs, although they are used in the determination of fair value.

14
Table of Contents

Notes to Consolidated Financial Statements (unaudited)
Comerica Incorporated and Subsidiaries

ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS NOT RECORDED AT FAIR VALUE ON A RECURRING BASIS
The Corporation typically holds the majority of its financial instruments until maturity and thus does not expect to realize many of the estimated fair value amounts disclosed. The disclosures also do not include estimated fair value amounts for items that are not defined as financial instruments, but which have significant value. These include such items as core deposit intangibles, the future earnings potential of significant customer relationships and the value of trust operations and other fee generating businesses. The Corporation believes the imprecision of an estimate could be significant.
The carrying amount and estimated fair value of financial instruments not recorded at fair value in their entirety on a recurring basis on the Corporation’s consolidated balance sheets are as follows:
 
Carrying
Amount
 
Estimated Fair Value
(in millions)
 
Total
 
Level 1
 
Level 2
 
Level 3
September 30, 2012
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
933

 
$
933

 
$
933

 
$
—

 
$
—

Interest-bearing deposits with banks
3,005

 
3,005

 
3,005

 
—

 
—

Loans held-for-sale
45

 
45

 
—

 
45

 
—

Total loans, net of allowance for loan losses (a)
43,547

 
43,831

 
—

 
—

 
43,831

Customers’ liability on acceptances outstanding
22

 
22

 
22

 
—

 
—

Nonmarketable equity securities (b)
14

 
24

 
—

 
—

 
24

Restricted equity investments
174

 
174

 
174

 
—

 
—

Liabilities
 
 
 
 
 
 
 
 
 
Demand deposits (noninterest-bearing)
21,753

 
21,753

 
—

 
21,753

 
—

Interest-bearing deposits
22,482

 
22,482

 
—

 
22,482

 
—

Customer certificates of deposit
5,742

 
5,746

 
—

 
5,746

 
—

Total deposits
49,977

 
49,981

 
—

 
49,981

 
—

Short-term borrowings
63

 
63

 
63

 
—

 
—

Acceptances outstanding
22

 
22

 
22

 
—

 
—

Medium- and long-term debt
4,740

 
4,695

 
—

 
4,695

 
—

Credit-related financial instruments
(116
)
 
(116
)
 
—

 
—

 
(116