8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2021

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	1-10706	38-1998421
------------	------------	------------
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5 par value	CMA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ☐

ITEMS 2.02 and 7.01     RESULTS OF OPERATIONS AND FINANCIAL CONDITION AND REGULATION FD DISCLOSURE

Comerica Incorporated (“Comerica”) today released its earnings for the quarter ended December 31, 2020. A copy of the press release and the presentation slides which will be discussed on Comerica's webcast earnings call are filed herewith as Exhibits 99.1 and 99.2, respectively.

The information in this report (including Exhibits 99.1 and 99.2 hereto) is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

    (d) Exhibits

99.1 Press Release dated January 19, 2021

99.2 Earnings Presentation Slides

104 The cover page from Comerica's Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    COMERICA INCORPORATED

    By:     /s/ John D. Buchanan

    Name: John D. Buchanan

    Title: Executive Vice President - Chief Legal Officer

January 19, 2021

EX-99.1

Dallas, TX/January 19, 2021

FOURTH QUARTER 2020 NET INCOME OF $215 MILLION, $1.49 PER SHARE

Earnings per Share Increased 3 percent Compared to Third Quarter

Revenue Increased 3 percent and Credit Quality Remained Strong

FULL-YEAR 2020 NET INCOME OF $474 MILLION, $3.27 PER SHARE

Loan and Deposit Growth Helped Offset Lower Rates and Increased Credit Reserves

“Our 2020 results included solid loan performance and a record level of deposits, which helped offset the rapid decline in interest rates," said Curt C. Farmer, Comerica Chairman, President and Chief Executive Officer. "Expenses remained well-controlled and included COVID-related costs. In light of the unprecedented environment, we significantly increased our credit allowance in the first quarter. Credit migration was manageable and our full-year net charge-offs were 38 basis points of average loans, 14 basis points ex-Energy, reflective of our relationship banking strategy and deep credit experience. We maintained our strong capital levels and our book value grew 7 percent from 2019 to over $55. In summary, a solid performance, particularly considering the difficult economic conditions.

“With respect to the fourth quarter, we generated earnings per share of $1.49, a 3 percent increase over the third quarter, driven by revenue growth and strong credit quality. Loan activity was muted, but deposits increased nearly $1.5 billion. Customers continued to conserve cash and are cautiously optimistic that the economy will pick up in the second half of 2021. Our CET1 ratio increased to 10.35 percent, above our 10 percent target. As always, our priority is to use capital to support customers and to drive growth, while providing an attractive return to our shareholders.

“I could not be prouder of the unwavering commitment of our team to serve our customers, communities and each other during this challenging time. During the year, we provided $11 million in assistance to local communities and businesses as well as funded $3.9 billion in Paycheck Protection Program loans to small and medium-sized companies. The compassion and tireless efforts of our colleagues allowed Comerica to persevere and remain in a strong position as we move forward.”

(dollar amounts in millions, except per share data)	4th Qtr '20			3rd Qtr '20			2020			2019
FINANCIAL RESULTS
Net interest income	$	469		$	458		$	1,911		$	2,339
Provision for credit losses	(17)			5			537			74
Noninterest income	265			252			1,001			1,010
Noninterest expenses	473			446			1,784			1,743
Pre-tax income	278			259			591			1,532
Provision for income taxes	63			48			117			334
Net income	$	215		$	211		$	474		$	1,198
Diluted earnings per common share	$	1.49		$	1.44		$	3.27		$	7.87
Average loans	51,405			52,013			51,631			50,511
Average deposits	70,243			68,763			65,038			55,481
Return on average assets	1.01		%	0.99		%	0.58		%	1.68		%
Return on average common shareholders' equity	11.14			10.84			6.18			16.39
Net interest margin	2.36			2.33			2.54			3.54
Common equity Tier 1 capital ratio (a)	10.35			10.25			10.35			10.13
Tier 1 capital ratio (a)	10.94			10.84			10.94			10.13
Common equity ratio	8.69			8.94			8.69			9.98
Common shareholders' equity per share of common stock	$	55.01		$	53.78		$	55.01		$	51.57
Tangible common equity per share of common stock (b)	50.43			49.20			50.43			47.07

(a)Estimated for December 31, 2020; For periods in 2020, ratios reflect deferral of CECL model impact as calculated per regulatory guidance.

(b)See Reconciliations of Non-GAAP Financial Measures and Regulatory Ratios.

Fourth Quarter 2020 Compared to Third Quarter 2020 Overview

Balance sheet items discussed in terms of average balances unless otherwise noted.

Loans decreased $608 million to $51.4 billion.

•Increases in Equity Funds Services, Mortgage Banker Finance and National Dealer Services were more than offset by decreases in Corporate Banking, general Middle Market, Energy and Technology and Life Sciences.

◦Period-end Paycheck Protection Program (PPP) loans were $3.5 billion, reflecting repayments of $298 million primarily through the forgiveness process.

•Average yield on loans increased 7 basis points to 3.20 percent, reflecting higher loan fees driven by PPP forgiveness as well as rate and pricing actions.

Securities increased $1.0 billion, or 7 percent, to $14.9 billion.

•Full quarter effect of actions taken in third quarter to invest $2.3 billion of excess liquidity in U.S. Treasury bonds and mortgage-backed securities. Also reinvested $1.0 billion in securities repayments during the fourth quarter.

•Average yield on securities decreased 18 basis points to 1.95 percent, reflecting lower interest rates and an increase in lower-yielding U.S. Treasury securities.

Deposits increased $1.5 billion, or 2 percent, to $70.2 billion.

•Noninterest-bearing and interest-bearing deposits increased $824 million and $656 million, respectively, as customers continued to conserve cash in an uncertain economy.

•The average cost of interest-bearing deposits decreased 6 basis points to 11 basis points, reflecting prudent management of relationship pricing in a lower rate environment.

Net interest income increased $11 million to $469 million.

•Increase driven by higher loan fees primarily related to PPP forgiveness and prudent loan and deposit pricing, partially offset by reduced loan balances.

Provision for credit losses decreased $22 million to a benefit of $17 million.

•The allowance for credit losses decreased $46 million to $992 million, primarily reflecting a reduction in criticized loans as well as a slightly improved economic forecast tempered by near-term economic uncertainty. As a percentage of total loans, the allowance for credit losses remained elevated at 1.90 percent or 2.03 percent excluding PPP loans.

•Net loan charge-offs decreased $4 million to $29 million, or 0.22 percent of average loans.

Noninterest income increased $13 million to $265 million.

•Increases of $8 million in customer derivative income, primarily from a change in the credit valuation adjustment, $5 million in commercial lending fees, $2 million in foreign exchange income as well as smaller increases in other categories, partially offset by a $5 million decrease in securities trading income.

Noninterest expenses increased $27 million to $473 million.

•Increases of $14 million in salaries and benefits expense, $7 million in outside processing fee expense and $2 million each in occupancy expense and advertising expense.

◦The increase in salaries and benefits expense primarily reflected higher performance-based incentives, staff insurance expense, severance and technology-related contract labor.

Capital position remained solid with a common equity Tier 1 capital ratio of 10.35 percent and a Tier 1 capital ratio of 10.94 percent.

•Returned a total of $94 million to common shareholders through dividends.

•Declared dividend of $5 million on preferred stock, payable January 1, 2021.

2

Full-Year 2020 Compared to Full-Year 2019 Overview

Balance sheet items discussed in terms of average balances.

Loans increased $1.1 billion to $51.6 billion.

•Increases of $1.0 billion in Mortgage Banker Finance due to elevated activity, $969 million in Commercial Real Estate and smaller increases in Business, Retail and Corporate Banking more than offset decreases of $1.7 billion in National Dealer Services, as an imbalance in supply and demand resulted in lower inventory, and $428 million in Energy.

◦PPP loans were $2.5 billion.

•Average yield on loans decreased 139 basis points to 3.44 percent, reflecting lower interest rates.

Securities increased $1.3 billion, or 11 percent, to $13.4 billion.

•Invested a portion of excess liquidity in $1.8 billion of U.S. Treasury bonds and $500 million of mortgage-backed securities in third quarter 2020.

•Average yield on securities decreased 23 basis points to 2.21 percent, reflecting lower interest rates and the increase in lower-yielding U.S. Treasury securities.

Deposits increased $9.6 billion, or 17 percent, to $65.0 billion.

•Growth in every business line, including an increase of $6.4 billion in noninterest-bearing deposits, as customers conserve cash in an uncertain economy.

•The average cost of interest-bearing deposits decreased 60 basis points to 31 basis points, reflecting prudent management of relationship pricing in a lower rate environment.

Net interest income decreased $428 million to $1.9 billion.

•Higher loan volumes and lower deposit and wholesale funding costs were more than offset by the impact of lower interest rates on loans.

Provision for credit losses increased $463 million to $537 million.

•The allowance for credit losses, calculated using the current expected credit loss (CECL) model effective January 1, 2020, increased $324 million and 57 basis points as a percentage of total loans. The increase reflected credit migration and the forecasted impact of the COVID-19 pandemic in the first half of 2020, including the economic impacts of social distancing, and pressures on Energy.

•Net loan charge-offs increased $89 million to $196 million, or 0.38 percent of average loans. Excluding Energy, net loan charge-offs totaled 0.14 percent of average loans.

Noninterest income decreased $9 million to $1.0 billion.

•Increases of $14 million in securities trading income, $13 million in card fees and $5 million in investment banking fees were more than offset by decreases of $18 million in service charges on deposit accounts, $14 million in commercial lending fees (syndication agent fees), $7 million in brokerage fees, $5 million in customer derivative income and $4 million each in foreign exchange income and income from principal investing and warrants.

•Also included a $7 million increase in deferred compensation asset returns (offset in noninterest expenses), a $7 million reduction in net securities losses primarily due to a repositioning loss recorded in 2019 and a $6 million decrease from the gain on sale of Comerica's Health Savings Account (HSA) business in the fourth quarter of 2019.

Noninterest expenses increased $41 million to $1.8 billion.

Results include a $33 million reduction to outside processing expense with a corresponding increase to software expense from a change in accounting classification as of January 1, 2020.

•Reflected increases of $16 million in operational losses, $11 million in outside processing expense (net of classification change) and $10 million in FDIC insurance expense, partially offset by a decrease of $10 million in travel and entertainment expense due to the COVID-19 pandemic.

◦Salaries and benefits expense were flat, primarily reflecting lower incentive and annual stock-based compensation, mostly offset by merit increases and higher deferred compensation expense (offset in noninterest income).

◦Expenses included approximately $18 million related to COVID-19, primarily for compensation and stipends to colleagues, charitable contributions, cleaning supplies, personal protective equipment and PPP technology costs.

3

Returned a total of $378 million to common shareholders through dividends, including an increase in the dividend to $2.72 per share and the repurchase of $189 million of common stock (3.2 million shares) prior to the suspension of the repurchase plan in response to the uncertainty of the COVID-19 pandemic environment.

•Issued $400 million of 5.625% non-cumulative perpetual preferred stock, resulting in dividends declared of $13 million on preferred stock.

Net Interest Income

Balance sheet items presented and discussed in terms of average balances.

(dollar amounts in millions)	4th Qtr '20			3rd Qtr '20			2020			2019
Net interest income	$	469		$	458		$	1,911		$	2,339
Net interest margin	2.36		%	2.33		%	2.54		%	3.54		%
Selected balances:
Total earning assets	$	79,557		$	78,555		$	75,419		$	66,134
Total loans	51,405			52,013			51,631			50,511
Total investment securities	14,886			13,850			13,432			12,120
Federal Reserve Bank deposits	12,828			12,260			9,944			3,143
Total deposits	70,243			68,763			65,038			55,481
Total noninterest-bearing deposits	36,758			35,934			33,053			26,644
Short-term borrowings	3			218			314			369
Medium- and long-term debt	5,741			5,940			6,549			6,955

Net interest income increased $11 million, and net interest margin increased 3 basis points, compared to third quarter 2020.

•Interest income on loans increased $6 million and improved net interest margin by 4 basis points, primarily due to the impact of higher fees driven by PPP forgiveness (+$7 million, +3 basis points), rate and pricing actions (+$3 million, +1 basis point) and a smaller increase due to other portfolio dynamics, which were partially offset by lower loan balances (-$5 million).

•Interest income on investment securities decreased $1 million and reduced net interest margin by 3 basis points due to the impact of lower rates (-$6 million, -3 basis points), partially offset by higher balances (+$5 million).

•Higher short-term investment balances reduced net interest margin by 1 basis point.

•Interest expense on deposits decreased $5 million and improved net interest margin by 3 basis points, due to lower pay rates on deposits.

•Interest expense on debt decreased $1 million due to lower rates.

4

Credit Quality

"Our credit metrics remained strong," said Farmer. "Compared to the third quarter, criticized loans declined $459 million, inflows to nonaccrual fell to the lowest level since the pandemic began, and net charge-offs decreased to only 22 basis points. A true testament to our consistent, disciplined credit culture. Positive portfolio migration coupled with continued modest improvement in the economic forecast resulted in a small reduction in our credit reserve and a negative provision expense. As the path of the economic recovery remains uncertain, our reserve for credit losses remains elevated at 1.90 percent, or 2.03 percent excluding PPP loans. We expect charge-offs to increase from the low levels we have seen the past two quarters; however, with our healthy reserve, we believe we are well-positioned to manage through this cycle."

(dollar amounts in millions)	4th Qtr '20			3rd Qtr '20			4th Qtr '19
Credit-related charge-offs	$	39		$	53		$	27
Recoveries	10			20			6
Net credit-related charge-offs	29			33			21
Net credit-related charge-offs/Average total loans	0.22		%	0.26		%	0.16		%
Provision for credit losses	$	(17)		$	5		$	8
Nonperforming loans	350			325			204
Nonperforming assets (NPAs)	359			335			215
NPAs/Total loans and foreclosed property	0.69		%	0.64		%	0.43		%
Loans past due 90 days or more and still accruing	$	45		$	29		$	26
Allowance for loan losses	948			978			637
Allowance for credit losses on lending-related commitments (a)	44			60			31
Total allowance for credit losses	992			1,038			668
Allowance for loan losses/Period-end total loans	1.81		%	1.87		%	1.27		%
Allowance for loan losses/Period-end total loans excluding PPP loans	1.94			2.01			n/a
Allowance for credit losses/Period-end total loans	1.90			1.98			1.33
Allowance for credit losses/Period-end total loans excluding PPP loans	2.03			2.14			n/a
Allowance for credit losses/Nonperforming loans	2.8x			3.2x			3.3x

(a)    Included in accrued expenses and other liabilities on the Consolidated Balance Sheets.

n/a - not applicable

•The allowance for credit losses decreased $46 million to $992 million, or 1.90 percent of total loans, primarily reflecting a reduction in criticized loans as well as a slightly improved economic forecast tempered by near-term economic uncertainty. Excluding PPP loans, which are guaranteed by the Small Business Administration, allowance for credit losses totaled 2.03 percent of total loans.

◦Energy loans totaled $1.6 billion, or 3 percent of total loans at December 31, 2020. The allocation of reserves for Energy loans was approximately 8 percent.

•Criticized loans decreased $459 million to $2.9 billion, or 6 percent of total loans. Criticized loans are generally consistent with the Special Mention, Substandard and Doubtful categories defined by regulatory authorities.

◦Criticized Energy loans decreased $124 million to $596 million, or 20 percent of total criticized loans; 37 percent of Energy loans are criticized.

•Nonperforming assets increased $24 million to $359 million. Nonperforming assets as a percentage of total loans and foreclosed property increased to 0.69 percent compared to 0.64 percent in third quarter 2020.

◦Loans transferred to nonaccrual decreased $73 million compared to third quarter 2020.

◦Nonperforming Energy loans decreased $27 million to $114 million.

•Net charge-offs were $29 million, or 0.22 percent of average loans.

◦Energy net charge-offs totaled $4 million, compared to $9 million in third quarter 2020.

•Pandemic-related payment deferrals totaled $141 million, or 0.27 percent of total loans at December 31, 2020, with over half in retail loans.

5

Outlook for First Quarter 2021 Compared to Fourth Quarter 2020

This outlook is based on management expectations for gradual improvement in economic conditions.

•Decline in average loans reflects decreases in Mortgage Banker Finance and Energy, partially offset by growth in National Dealer Services and general Middle Market. PPP loan forgiveness potentially exceeds additional advances.

•Average deposits to remain strong.

•Decline in net interest income with lower average loan balances, LIBOR and security yields as well as two fewer days in the quarter, partially offset by careful management of loan and deposit pricing.

•Provision for credit losses reflects pace of economic recovery; net charge-offs modestly higher.

•Decrease in noninterest income as fourth quarter levels of deferred compensation asset returns, card fees, warrants and securities trading income not expected to repeat, as well as a seasonal reduction in syndication fees; partly offset by increases in service charges on deposit accounts, fiduciary income and brokerage fees.

•Decrease in noninterest expenses reflects lower deferred compensation and pension expenses, seasonal reduction in occupancy, staff insurance and advertising, as well as a two less days in the quarter; partially offset by higher annual stock-based compensation.

•Income tax expense to be approximately 22 percent of pre-tax income, excluding discrete items.

•Maintain strong capital levels. Preferred stock dividends of $6 million.

6

Strategic Lines of Business and Markets

Comerica's operations are strategically aligned into three major business segments: the Commercial Bank, the Retail Bank and Wealth Management. The Finance Division is also reported as a segment. Comerica also provides market segment results for three primary geographic markets: Michigan, California and Texas. In addition to the three primary geographic markets, Other Markets is also reported as a market segment. Other Markets includes Florida, Arizona, the International Finance division and businesses that have a significant presence outside of the three primary geographic markets. For a summary of business segment and geographic market quarterly results, see the Business Segment Financial Results and Market Segment Financial Results tables included later in this report. From time to time, Comerica may make reclassifications among the segments to reflect management's current view of the segments, and methodologies may be modified as the management accounting system is enhanced and changes occur in the organizational structure and/or product lines. The financial results provided are based on the internal business unit and geographic market structures of Comerica and methodologies in effect at December 31, 2020. A discussion of business segment and geographic market year-to-date results will be included in Comerica's 2020 Form 10-K.

Conference Call and Webcast

Comerica will host a conference call to review fourth quarter 2020 financial results at 7 a.m. CT Tuesday, January 19, 2021. Interested parties may access the conference call by calling (800) 309-2262 or (706) 679-5261 (Event ID No. 8597162). The call and supplemental financial information can also be accessed via Comerica's "Investor Relations" page at www.comerica.com. A replay of the Webcast can be accessed via Comerica's “Investor Relations” page at www.comerica.com.

Comerica Incorporated is a financial services company headquartered in Dallas, Texas, and strategically aligned by three major business segments: The Commercial Bank, The Retail Bank and Wealth Management. Comerica focuses on relationships and helping people and businesses be successful. In addition to Texas, Comerica Bank locations can be found in Arizona, California, Florida and Michigan, with select businesses operating in several other states, as well as in Canada and Mexico.

This press release contains both financial measures based on accounting principles generally accepted in the United States (GAAP) and non-GAAP based financial measures, which are used where management believes it to be helpful in understanding Comerica's results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as a reconciliation to the comparable GAAP financial measure, can be found in this press release. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

7

Forward-looking Statements

Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “contemplates,” “feels,” “expects,” “estimates,” “seeks,” “strives,” “plans,” “intends,” “outlook,” “forecast,” “position,” “target,” “mission,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “opportunity,” “initiative,” “outcome,” “continue,” “remain,” “maintain,” “on track,” “trend,” “objective,” “looks forward,” “projects,” “models” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Comerica or its management, are intended to identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of Comerica's management based on information known to Comerica's management as of the date of this news release and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of Comerica's management for future or past operations, products or services, and forecasts of Comerica's revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries as well as estimates of credit trends and global stability. Such statements reflect the view of Comerica's management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Comerica's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences include credit risks (unfavorable developments concerning credit quality; declines or other changes in the businesses or industries of Comerica's customers, in particular the energy industry; and changes in customer behavior); market risks (changes in monetary and fiscal policies; fluctuations in interest rates and their impact on deposit pricing; and transitions away from LIBOR towards new interest rate benchmarks); liquidity risks (Comerica's ability to maintain adequate sources of funding and liquidity; reductions in Comerica's credit rating; and the interdependence of financial service companies); technology risks (cybersecurity risks and heightened legislative and regulatory focus on cybersecurity and data privacy); operational risks (operational, systems or infrastructure failures; reliance on other companies to provide certain key components of business infrastructure; the impact of legal and regulatory proceedings or determinations; losses due to fraud; and controls and procedures failures); compliance risks (changes in regulation or oversight; the effects of stringent capital requirements; and the impacts of future legislative, administrative or judicial changes to tax regulations); financial reporting risks (changes in accounting standards and the critical nature of Comerica's accounting policies); strategic risks (damage to Comerica's reputation; Comerica's ability to utilize technology to efficiently and effectively develop, market and deliver new products and services; competitive product and pricing pressures among financial institutions within Comerica's markets; the implementation of Comerica's strategies and business initiatives; management's ability to maintain and expand customer relationships; management's ability to retain key officers and employees; and any future strategic acquisitions or divestitures); and other general risks (changes in general economic, political or industry conditions; the effectiveness of methods of reducing risk exposures; the effects of catastrophic events; impacts from the COVID-19 global pandemic; and the volatility of Comerica’s stock price). Comerica cautions that the foregoing list of factors is not all-inclusive. For discussion of factors that may cause actual results to differ from expectations, please refer to our filings with the Securities and Exchange Commission. In particular, please refer to “Item 1A. Risk Factors” beginning on page 12 of Comerica's Annual Report on Form 10-K for the year ended December 31, 2019 and "Item 1A. Risk Factors" beginning on page 67 of Comerica's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. Forward-looking statements speak only as of the date they are made. Comerica does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this news release or in any documents, Comerica claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Media Contacts:	Investor Contacts:
Wendy Bridges	Darlene P. Persons
(214) 462-4443	(214) 462-6831
Louis H. Mora	Amanda Perkins
(214) 462-6669	(214) 462-6731

8

CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)
Comerica Incorporated and Subsidiaries
	Three Months Ended									Years Ended
	December 31,			September 30,			December 31,			December 31,
(in millions, except per share data)	2020			2020			2019			2020			2019
PER COMMON SHARE AND COMMON STOCK DATA
Diluted earnings per common share	$	1.49		$	1.44		$	1.85		$	3.27		$	7.87
Cash dividends declared	0.68			0.68			0.67			2.72			2.68
Average diluted shares (in thousands)	140,159			139,673			144,566			140,216			151,293
PERFORMANCE RATIOS
Return on average common shareholders' equity	11.14		%	10.84		%	14.74		%	6.18		%	16.39		%
Return on average assets	1.01			0.99			1.46			0.58			1.68
Efficiency ratio (a)	64.27			62.79			55.46			61.15			51.82
CAPITAL
Common equity tier 1 capital (b), (c)	$	6,919		$	6,805		$	6,919
Tier 1 capital (b), (c)	7,313			7,199			6,919
Risk-weighted assets (b)	66,833			66,405			68,273
Common equity tier 1 capital ratio (b), (c)	10.35		%	10.25		%	10.13		%
Tier 1 capital ratio (b), (c)	10.94			10.84			10.13
Total capital ratio (b)	13.21			13.12			12.13
Leverage ratio (b)	8.63			8.60			9.51
Common shareholders' equity per share of common stock	$	55.01		$	53.78		$	51.57
Tangible common equity per share of common stock (c)	50.43			49.20			47.07
Common equity ratio	8.69		%	8.94		%	9.98		%
Tangible common equity ratio (c)	8.02			8.24			9.19
AVERAGE BALANCES
Commercial loans	$	31,713		$	32,226		$	31,808		$	32,144		$	32,053
Real estate construction loans	4,157			4,037			3,398			3,912			3,325
Commercial mortgage loans	9,938			9,978			9,356			9,839			9,170
Lease financing	600			601			586			594			557
International loans	918			1,052			1,030			1,028			1,019
Residential mortgage loans	1,908			1,961			1,887			1,905			1,929
Consumer loans	2,171			2,158			2,440			2,209			2,458
Total loans	51,405			52,013			50,505			51,631			50,511
Earning assets	79,557			78,555			67,710			75,419			66,134
Total assets	85,328			84,268			73,151			81,146			71,488
Noninterest-bearing deposits	36,758			35,934			26,966			33,053			26,644
Interest-bearing deposits	33,485			32,829			30,212			31,985			28,837
Total deposits	70,243			68,763			57,178			65,038			55,481
Common shareholders' equity	7,501			7,439			7,237			7,453			7,308
Total shareholders' equity	7,895			7,834			7,237			7,691			7,308
NET INTEREST INCOME
Net interest income	$	469		$	458		$	544		$	1,911		$	2,339
Net interest margin	2.36		%	2.33		%	3.20		%	2.54		%	3.54		%
CREDIT QUALITY
Nonperforming assets	$	359		$	335		$	215
Loans past due 90 days or more and still accruing	45			29			26
Net credit-related charge-offs	29			33			21			$	196		$	107
Allowance for loan losses	948			978			637
Allowance for credit losses on lending-related commitments	44			60			31
Total allowance for credit losses (d)	992			1,038			668
Allowance for credit losses as a percentage of total loans	1.90		%	1.98		%	1.33		%
Net credit-related charge-offs as a percentage of average total loans	0.22			0.26			0.16			0.38		%	0.21		%
Nonperforming assets as a percentage of total loans and foreclosed property	0.69			0.64			0.43
Allowance for credit losses as a multiple of total nonperforming loans	2.8x			3.2x			3.3x
OTHER KEY INFORMATION
Number of banking centers	433			433			436
Number of employees - full time equivalent	7,681			7,738			7,747

(a)    Noninterest expenses as a percentage of the sum of net interest income and noninterest income excluding net gains (losses) from securities and a derivative contract tied to the conversion rate of Visa Class B shares.

(b)    Estimated for December 31, 2020, 2020 reflects deferral of CECL model impact as calculated per regulatory guidance.

(c)    See Reconciliations of Non-GAAP Financial Measures and Regulatory Ratios.

(d)    Allowance for credit losses for December 31, 2020 and September 30, 2020 calculated using the CECL model effective first quarter 2020.

9

CONSOLIDATED BALANCE SHEETS
Comerica Incorporated and Subsidiaries
	December 31,		September 30,		December 31,
(in millions, except share data)	2020		2020		2019
	(unaudited)		(unaudited)
ASSETS
Cash and due from banks	$	1,031	$	988	$	973
Interest-bearing deposits with banks	14,736		10,153		4,845
Other short-term investments	172		160		155
Investment securities available-for-sale	15,028		15,090		12,398
Commercial loans	32,753		32,604		31,473
Real estate construction loans	4,082		4,146		3,455
Commercial mortgage loans	9,912		10,002		9,559
Lease financing	594		601		588
International loans	926		923		1,009
Residential mortgage loans	1,830		1,927		1,845
Consumer loans	2,194		2,166		2,440
Total loans	52,291		52,369		50,369
Less allowance for loan losses	(948)		(978)		(637)
Net loans	51,343		51,391		49,732
Premises and equipment	459		456		457
Accrued income and other assets	5,360		5,393		4,842
Total assets	$	88,129	$	83,631	$	73,402
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits	$	39,420	$	36,533	$	27,382
Money market and interest-bearing checking deposits	28,540		26,948		24,527
Savings deposits	2,710		2,588		2,184
Customer certificates of deposit	2,133		2,300		2,978
Other time deposits	—		—		133
Foreign office time deposits	66		90		91
Total interest-bearing deposits	33,449		31,926		29,913
Total deposits	72,869		68,459		57,295
Short-term borrowings	—		10		71
Accrued expenses and other liabilities	1,482		1,534		1,440
Medium- and long-term debt	5,728		5,754		7,269
Total liabilities	80,079		75,757		66,075
Fixed-rate reset non-cumulative perpetual preferred stock, series A, no par value, $100,000 liquidation preference per share:
Authorized - 4,000 shares
Issued - 4,000 shares at 12/31/20 and 9/30/20	394		394		—
Common stock - $5 par value:
Authorized - 325,000,000 shares
Issued - 228,164,824 shares	1,141		1,141		1,141
Capital surplus	2,185		2,179		2,174
Accumulated other comprehensive income (loss)	168		116		(235)
Retained earnings	9,623		9,511		9,538
Less cost of common stock in treasury - 88,997,430 shares at 12/31/20, 89,095,470 shares at 9/30/20 and 86,069,234 shares at 12/31/19	(5,461)		(5,467)		(5,291)
Total shareholders' equity	8,050		7,874		7,327
Total liabilities and shareholders' equity	$	88,129	$	83,631	$	73,402

10

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Comerica Incorporated and Subsidiaries
	Three Months Ended				Years Ended
	December 31,				December 31,
(in millions, except per share data)	2020		2019		2020		2019
	(unaudited)		(unaudited)		(unaudited)
INTEREST INCOME
Interest and fees on loans	$	414	$	564	$	1,773	$	2,439
Interest on investment securities	71		75		291		297
Interest on short-term investments	4		20		29		71
Total interest income	489		659		2,093		2,807
INTEREST EXPENSE
Interest on deposits	10		70		101		262
Interest on short-term borrowings	—		—		1		9
Interest on medium- and long-term debt	10		45		80		197
Total interest expense	20		115		182		468
Net interest income	469		544		1,911		2,339
Provision for credit losses	(17)		8		537		74
Net interest income after provision for credit losses	486		536		1,374		2,265
NONINTEREST INCOME
Card fees	72		62		270		257
Fiduciary income	52		52		209		206
Service charges on deposit accounts	47		50		185		203
Commercial lending fees	24		25		77		91
Bank-owned life insurance	11		10		44		41
Foreign exchange income	11		11		40		44
Letter of credit fees	10		9		37		38
Brokerage fees	4		7		21		28
Net securities gains (losses)	—		1		—		(7)
Other noninterest income	34		39		118		109
Total noninterest income	265		266		1,001		1,010
NONINTEREST EXPENSES
Salaries and benefits expense	271		257		1,019		1,020
Outside processing fee expense (a)	65		70		242		264
Occupancy expense	42		41		156		154
Software expense (a)	39		30		154		117
Equipment expense	13		13		49		50
Advertising expense	11		10		35		34
FDIC insurance expense	9		6		33		23
Other noninterest expenses	23		24		96		81
Total noninterest expenses	473		451		1,784		1,743
Income before income taxes	278		351		591		1,532
Provision for income taxes	63		82		117		334
NET INCOME	215		269		474		1,198
Less:
Income allocated to participating securities	1		2		2		7
Preferred stock dividends	5		—		13		—
Net income attributable to common shares	$	209	$	267	$	459	$	1,191
Earnings per common share:
Basic	$	1.50	$	1.87	$	3.29	$	7.95
Diluted	1.49		1.85		3.27		7.87
Comprehensive income	267		370		877		1,572
Cash dividends declared on common stock	94		96		378		398
Cash dividends declared per common share	0.68		0.67		2.72		2.68

(a)Includes classification adjustments related to costs incurred in cloud computing arrangements of $9 million and $33 million for the three and twelve months ended December 31, 2020, respectively. These adjustments reduce outside processing fee expense and increase software expense due to the prospective adoption of ASU No. 2018-15, effective January 1, 2020.

11

CONSOLIDATED QUARTERLY STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Comerica Incorporated and Subsidiaries
	Fourth		Third		Second		First		Fourth		Fourth Quarter 2020 Compared to:
	Quarter		Quarter		Quarter		Quarter		Quarter		Third Quarter 2020				Fourth Quarter 2019
(in millions, except per share data)	2020		2020		2020		2020		2019		Amount		Percent		Amount		Percent
INTEREST INCOME
Interest and fees on loans	$	414	$	408	$	434	$	517	$	564	$	6	1	%	$	(150)	(27)	%
Interest on investment securities	71		72		74		74		75		(1)		(1)		(4)		(4)
Interest on short-term investments	4		4		3		18		20		—		—		(16)		(81)
Total interest income	489		484		511		609		659		5		1		(170)		(26)
INTEREST EXPENSE
Interest on deposits	10		15		20		56		70		(5)		(34)		(60)		(87)
Interest on short-term borrowings	—		—		1		—		—		—		—		—		—
Interest on medium- and long-term debt	10		11		19		40		45		(1)		(10)		(35)		(77)
Total interest expense	20		26		40		96		115		(6)		(23)		(95)		(83)
Net interest income	469		458		471		513		544		11		2		(75)		(14)
Provision for credit losses	(17)		5		138		411		8		(22)		n/m		(25)		n/m
Net interest income after provision for credit losses	486		453		333		102		536		33		7		(50)		(9)
NONINTEREST INCOME
Card fees	72		71		68		59		62		1		3		10		16
Fiduciary income	52		51		52		54		52		1		1		—		—
Service charges on deposit accounts	47		47		42		49		50		—		—		(3)		(7)
Commercial lending fees	24		19		17		17		25		5		22		(1)		(3)
Bank-owned life insurance	11		12		9		12		10		(1)		(16)		1		1
Foreign exchange income	11		9		9		11		11		2		17		—		—
Letter of credit fees	10		9		9		9		9		1		9		1		1
Brokerage fees	4		5		5		7		7		(1)		(12)		(3)		(40)
Net securities gains (losses)	—		—		1		(1)		1		—		—		(1)		n/m
Other noninterest income	34		29		35		20		39		5		22		(5)		(9)
Total noninterest income	265		252		247		237		266		13		5		(1)		(1)
NONINTEREST EXPENSES
Salaries and benefits expense	271		257		249		242		257		14		6		14		5
Outside processing fee expense (a)	65		58		62		57		70		7		12		(5)		(7)
Occupancy expense	42		40		37		37		41		2		4		1		2
Software expense (a)	39		39		39		37		30		—		—		9		33
Equipment expense	13		12		12		12		13		1		2		—		—
Advertising expense	11		9		8		7		10		2		8		1		1
FDIC insurance expense	9		8		8		8		6		1		16		3		54
Other noninterest expenses	23		23		25		25		24		—		—		(1)		(1)
Total noninterest expenses	473		446		440		425		451		27		6		22		5
Income (loss) before income taxes	278		259		140		(86)		351		19		8		(73)		(20)
Provision (benefit) for income taxes	63		48		27		(21)		82		15		32		(19)		(23)
NET INCOME (LOSS)	215		211		113		(65)		269		4		2		(54)		(20)
Less:
Income allocated to participating securities	1		—		1		—		2		1		5		(1)		(35)
Preferred stock dividends	5		8		—		—		—		(3)		(28)		5		n/m
Net income (loss) attributable to common shares	$	209	$	203	$	112	$	(65)	$	267	$	6	4	%	$	(58)	(22)	%
Earnings (losses) per common share:
Basic	$	1.50	$	1.45	$	0.81	$	(0.46)	$	1.87	$	0.05	4	%	$	(0.37)	(20)	%
Diluted	1.49		1.44		0.80		(0.46)		1.85		0.05		3		(0.36)		(19)
Comprehensive income	267		169		97		344		370		98		58		(103)		(28)
Cash dividends declared on common stock	94		94		96		94		96		—		—		(2)		(2)
Cash dividends declared per common share	0.68		0.68		0.68		0.68		0.67		—		—		0.01		1

(a)Includes classification adjustments related to costs incurred in cloud computing arrangements of $9 million, $9 million, $8 million and $7 million during the fourth, third, second and first quarters 2020, respectively. These adjustments reduce outside processing fee expense and increase software expense due to the prospective adoption of ASU No. 2018-15, effective January 1, 2020.

n/m - not meaningful

12

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES (unaudited)
Comerica Incorporated and Subsidiaries
	2020												2019
(in millions)	4th Qtr			3rd Qtr			2nd Qtr			1st Qtr			4th Qtr
Balance at beginning of period:
Allowance for loan losses	$	978		$	1,007		$	916		$	637		$	652
Allowance for credit losses on lending-related commitments	60			59			62			31			29
Allowance for credit losses	1,038			1,066			978			668			681
Cumulative effect of change in accounting principle	—			—			—			(17)			—
Loan charge-offs:
Commercial	37			53			55			87			24
Commercial mortgage	—			—			1			—			2
Consumer	2			—			1			2			1
Total loan charge-offs	39			53			57			89			27
Recoveries on loans previously charged-off:
Commercial	9			17			5			3			3
Commercial mortgage	—			1			1			2			1
International	—			—			—			—			1
Consumer	1			2			1			—			1
Total recoveries	10			20			7			5			6
Net loan charge-offs	29			33			50			84			21
Provision for credit losses:
Provision for loan losses	(1)			4			141			380			6
Provision for credit losses on lending-related commitments	(16)			1			(3)			31			2
Provision for credit losses	(17)			5			138			411			8
Balance at end of period:
Allowance for loan losses	948			978			1,007			916			637
Allowance for credit losses on lending-related commitments	44			60			59			62			31
Allowance for credit losses	$	992		$	1,038		$	1,066		$	978		$	668
Allowance for loan losses as a percentage of total loans	1.81		%	1.87		%	1.88		%	1.71		%	1.27		%
Allowance for loan losses as a percentage of total loans excluding PPP loans	1.94			2.01			2.03			n/a			n/a
Allowance for credit losses as a percentage of total loans	1.90			1.98			1.99			1.83			1.33
Allowance for credit losses as a percentage of total loans excluding PPP loans	2.03			2.14			2.15			n/a			n/a
Net loan charge-offs as a percentage of average total loans	0.22			0.26			0.37			0.68			0.16

n/a - not applicable

13

NONPERFORMING ASSETS (unaudited)
Comerica Incorporated and Subsidiaries
	2020												2019
(in millions)	4th Qtr			3rd Qtr			2nd Qtr			1st Qtr			4th Qtr
SUMMARY OF NONPERFORMING ASSETS AND PAST DUE LOANS
Nonaccrual loans:
Business loans:
Commercial	$	252		$	241		$	200		$	173		$	148
Real estate construction	1			—			—			—			—
Commercial mortgage	29			20			21			19			14
Lease financing	1			1			1			1			—
Total nonaccrual business loans	283			262			222			193			162
Retail loans:
Residential mortgage	47			40			24			20			20
Consumer:
Home equity	17			20			21			22			17
Total nonaccrual retail loans	64			60			45			42			37
Total nonaccrual loans	347			322			267			235			199
Reduced-rate loans	3			3			4			4			5
Total nonperforming loans	350			325			271			239			204
Foreclosed property	8			10			11			11			11
Other repossessed assets	1			—			—			—			—
Total nonperforming assets	$	359		$	335		$	282		$	250		$	215
Nonperforming loans as a percentage of total loans	0.67		%	0.62		%	0.51		%	0.45		%	0.40		%
Nonperforming assets as a percentage of total loans and foreclosed property	0.69			0.64			0.53			0.47			0.43
Allowance for credit losses as a multiple of total nonperforming loans	2.8x			3.2x			3.9x			4.1x			3.3x
Loans past due 90 days or more and still accruing	$	45		$	29		$	41		$	64		$	26
ANALYSIS OF NONACCRUAL LOANS
Nonaccrual loans at beginning of period	$	322		$	267		$	235		$	199		$	220
Loans transferred to nonaccrual (a)	88			161			96			137			48
Nonaccrual loan gross charge-offs	(39)			(53)			(57)			(89)			(27)
Loans transferred to accrual status (a)	(3)			—			—			—			(7)
Nonaccrual loans sold	—			(14)			—			—			(10)
Payments/other (b)	(21)			(39)			(7)			(12)			(25)
Nonaccrual loans at end of period	$	347		$	322		$	267		$	235		$	199

(a)Based on an analysis of nonaccrual loans with book balances greater than $2 million.

(b)Includes net changes related to nonaccrual loans with balances less than or equal to $2 million, payments on nonaccrual loans with book balances greater than $2 million and transfers of nonaccrual loans to foreclosed property.

14

ANALYSIS OF NET INTEREST INCOME (unaudited)
Comerica Incorporated and Subsidiaries
	Years Ended
	December 31, 2020						December 31, 2019
	Average				Average		Average				Average
(dollar amounts in millions)	Balance		Interest		Rate		Balance		Interest		Rate
Commercial loans (a)	$	32,144	$	1,099	3.42	%	$	32,053	$	1,544	4.81	%
Real estate construction loans	3,912		147		3.76		3,325		184		5.54
Commercial mortgage loans	9,839		320		3.25		9,170		447		4.88
Lease financing	594		20		3.37		557		19		3.44
International loans	1,028		37		3.61		1,019		52		5.13
Residential mortgage loans	1,905		66		3.45		1,929		74		3.85
Consumer loans	2,209		84		3.80		2,458		119		4.85
Total loans	51,631		1,773		3.44		50,511		2,439		4.83
Mortgage-backed securities (b)	9,820		221		2.30		9,348		230		2.44
U.S. Treasury securities (c)	3,612		70		1.98		2,772		67		2.43
Total investment securities	13,432		291		2.21		12,120		297		2.44
Interest-bearing deposits with banks	10,203		28		0.27		3,360		69		2.05
Other short-term investments	153		1		0.72		143		2		1.26
Total earning assets	75,419		2,093		2.79		66,134		2,807		4.24
Cash and due from banks	878						887
Allowance for loan losses	(900)						(667)
Accrued income and other assets	5,749						5,134
Total assets	$	81,146					$	71,488
Money market and interest-bearing checking deposits	$	26,798	72		0.27		$	23,417	214		0.91
Savings deposits	2,454		1		0.03		2,166		1		0.05
Customer certificates of deposit	2,626		27		1.02		2,522		30		1.18
Other time deposits	17		—		2.00		705		17		2.44
Foreign office time deposits	90		1		0.42		27		—		1.39
Total interest-bearing deposits	31,985		101		0.31		28,837		262		0.91
Short-term borrowings	314		1		0.32		369		9		2.39
Medium- and long-term debt	6,549		80		1.23		6,955		197		2.82
Total interest-bearing sources	38,848		182		0.47		36,161		468		1.29
Noninterest-bearing deposits	33,053						26,644
Accrued expenses and other liabilities	1,554						1,375
Shareholders' equity	7,691						7,308
Total liabilities and shareholders' equity	$	81,146					$	71,488
Net interest income/rate spread			$	1,911	2.32				$	2,339	2.95
Impact of net noninterest-bearing sources of funds					0.22						0.59
Net interest margin (as a percentage of average earning assets)					2.54	%					3.54	%

(a)Includes PPP loans with average balance of $2.5 billion, interest income of $63 million and average yield of 2.49% for the year ended December 31, 2020.

(b)Average balances included $213 million and $(36) million of unrealized gains and losses for the years ended December 31, 2020 and 2019, respectively; yields calculated gross of these unrealized gains and losses.

(c)Average balances included $90 million and $30 million of unrealized gains and losses for the years ended December 31, 2020 and 2019, respectively; yields calculated gross of these unrealized gains and losses.

15

ANALYSIS OF NET INTEREST INCOME (unaudited)
Comerica Incorporated and Subsidiaries
	Three Months Ended
	December 31, 2020						September 30, 2020						December 31, 2019
	Average				Average		Average				Average		Average				Average
(dollar amounts in millions)	Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate
Commercial loans (a)	$	31,713	$	259	3.26	%	$	32,226	$	255	3.15	%	$	31,808	$	353	4.38	%
Real estate construction loans	4,157		35		3.40		4,037		34		3.35		3,398		44		5.16
Commercial mortgage loans	9,938		72		2.86		9,978		71		2.85		9,356		105		4.45
Lease financing	600		5		3.56		601		5		2.94		586		5		3.72
International loans	918		7		3.23		1,052		9		3.25		1,030		12		4.73
Residential mortgage loans	1,908		16		3.24		1,961		16		3.41		1,887		18		3.79
Consumer loans	2,171		20		3.50		2,158		18		3.45		2,440		27		4.48
Total loans	51,405		414		3.20		52,013		408		3.13		50,505		564		4.43
Mortgage-backed securities (b)	10,220		53		2.13		9,759		54		2.28		9,431		58		2.45
U.S. Treasury securities (c)	4,666		18		1.57		4,091		18		1.77		2,794		17		2.46
Total investment securities	14,886		71		1.95		13,850		72		2.13		12,225		75		2.45
Interest-bearing deposits with banks	13,105		4		0.10		12,534		4		0.10		4,828		20		1.64
Other short-term investments	161		—		0.99		158		—		0.29		152		—		1.11
Total earning assets	79,557		489		2.46		78,555		484		2.47		67,710		659		3.87
Cash and due from banks	915						911						861
Allowance for loan losses	(972)						(1,002)						(663)
Accrued income and other assets	5,828						5,804						5,243
Total assets	$	85,328					$	84,268					$	73,151
Money market and interest-bearing checking deposits	$	28,521	7		0.10		$	27,671	8		0.12		$	24,629	57		0.91
Savings deposits	2,657		—		0.02		2,560		1		0.02		2,169		—		0.06
Customer certificates of deposit	2,215		2		0.43		2,495		6		0.87		2,935		11		1.42
Other time deposits	—		—		—		—		—		—		410		2		2.33
Foreign office time deposits	92		1		0.09		103		—		0.10		69		—		1.33
Total interest-bearing deposits	33,485		10		0.11		32,829		15		0.17		30,212		70		0.92
Short-term borrowings	3		—		0.06		218		—		0.25		60		—		1.60
Medium- and long-term debt	5,741		10		0.72		5,940		11		0.78		7,305		45		2.41
Total interest-bearing sources	39,229		20		0.20		38,987		26		0.27		37,577		115		1.21
Noninterest-bearing deposits	36,758						35,934						26,966
Accrued expenses and other liabilities	1,446						1,513						1,371
Shareholders' equity	7,895						7,834						7,237
Total liabilities and shareholders' equity	$	85,328					$	84,268					$	73,151
Net interest income/rate spread			$	469	2.26				$	458	2.20				$	544	2.66
Impact of net noninterest-bearing sources of funds					0.10						0.13						0.54
Net interest margin (as a percentage of average earning assets)					2.36	%					2.33	%					3.20	%

(a)Includes PPP loans with average balance of $3.7 billion and $3.8 billion, interest income of $27 million and $22 million and average yields of 2.88% and 2.31% for the three months ended December 31, 2020 and September 30, 2020, respectively.

(b)Average balances included $215 million, $254 million and $41 million of unrealized gains and losses for the three months ended December 31, 2020, September 30, 2020 and December 31, 2019, respectively; yields calculated gross of these unrealized gains and losses.

(c)Average balances included $80 million, $99 million and $50 million of unrealized gains and losses for the three months ended December 31, 2020, September 30, 2020 and December 31, 2019, respectively; yields calculated gross of these unrealized gains and losses.

16

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)
Comerica Incorporated and Subsidiaries
								Accumulated
	Nonredeemable		Common Stock					Other						Total
	Preferred		Shares			Capital		Comprehensive		Retained		Treasury		Shareholders'
(in millions, except per share data)	Stock		Outstanding	Amount		Surplus		Income (Loss)		Earnings		Stock		Equity
BALANCE AT SEPTEMBER 30, 2019	$	—	144.1	$	1,141	$	2,172	$	(336)	$	9,369	$	(5,146)	$	7,200
Net income	—		—	—		—		—		269		—		269
Other comprehensive income, net of tax	—		—	—		—		101		—		—		101
Cash dividends declared on common stock ($0.67 per share)	—		—	—		—		—		(96)		—		(96)
Purchase of common stock	—		(2.1)	—		—		—		—		(151)		(151)
Net issuance of common stock under employee stock plans	—		0.1	—		—		—		(4)		6		2
Share-based compensation	—		—	—		2		—		—		—		2
BALANCE AT DECEMBER 31, 2019	$	—	142.1	$	1,141	$	2,174	$	(235)	$	9,538	$	(5,291)	$	7,327
BALANCE AT SEPTEMBER 30, 2020	$	394	139.1	$	1,141	$	2,179	$	116	$	9,511	$	(5,467)	$	7,874
Net income	—		—	—		—		—		215		—		215
Other comprehensive income, net of tax	—		—	—		—		52		—		—		52
Cash dividends declared on common stock ($0.68 per share)	—		—	—		—		—		(94)		—		(94)
Cash dividends declared on preferred stock	—		—	—		—		—		(5)		—		(5)
Net issuance of common stock under employee stock plans	—		0.1	—		—		—		(4)		6		2
Share-based compensation	—		—	—		6		—		—		—		6
BALANCE AT DECEMBER 31, 2020	$	394	139.2	$	1,141	$	2,185	$	168	$	9,623	$	(5,461)	$	8,050
BALANCE AT DECEMBER 31, 2018	$	—	160.1	$	1,141	$	2,148	$	(609)	$	8,781	$	(3,954)	$	7,507
Cumulative effect of change in accounting principle	—		—	—		—		—		(14)		—		(14)
Net income	—		—	—		—		—		1,198		—		1,198
Other comprehensive income, net of tax	—		—	—		—		374		—		—		374
Cash dividends declared on common stock ($2.68 per share)	—		—	—		—		—		(398)		—		(398)
Purchase of common stock	—		(18.7)	—		—		—		—		(1,380)		(1,380)
Net issuance of common stock under employee stock plans	—		0.7	—		(13)		—		(29)		43		1
Share-based compensation	—		—	—		39		—		—		—		39
BALANCE AT DECEMBER 31, 2019	$	—	142.1	$	1,141	$	2,174	$	(235)	$	9,538	$	(5,291)	$	7,327
Cumulative effect of change in accounting principle	—		—	—		—		—		13		—		13
Net income	—		—	—		—		—		474		—		474
Other comprehensive income, net of tax	—		—	—		—		403		—		—		403
Cash dividends declared on common stock ($2.72 per share)	—		—	—		—		—		(378)		—		(378)
Cash dividends declared on preferred stock	—		—	—		—		—		(13)		—		(13)
Purchase of common stock	—		(3.4)	—		—		—		—		(194)		(194)
Issuance of preferred stock	394		—	—		—		—		—		—		394
Net issuance of common stock under employee stock plans	—		0.5	—		(13)		—		(11)		24		—
Share-based compensation	—		—	—		24		—		—		—		24
BALANCE AT DECEMBER 31, 2020	$	394	139.2	$	1,141	$	2,185	$	168	$	9,623	$	(5,461)	$	8,050

17

BUSINESS SEGMENT FINANCIAL RESULTS (unaudited)
Comerica Incorporated and Subsidiaries
(dollar amounts in millions)	Commercial			Retail			Wealth
Three Months Ended December 31, 2020	Bank			Bank			Management			Finance		Other		Total
Earnings summary:
Net interest income (expense)	$	413		$	130		$	44		$	(120)	$	2	$	469
Provision for credit losses	(32)			1			14			—		—		(17)
Noninterest income	149			30			63			14		9		265
Noninterest expenses	219			162			80			1		11		473
Provision (benefit) for income taxes	88			(1)			3			(25)		(2)		63
Net income (loss)	$	287		$	(2)		$	10		$	(82)	$	2	$	215
Net credit-related charge-offs	$	25		$	—		$	4		$	—	$	—	$	29
Selected average balances:
Assets	$	45,117		$	3,457		$	5,181		$	16,957	$	14,616	$	85,328
Loans	43,722			2,628			5,073			—		(18)		51,405
Deposits	40,256			23,869			4,919			1,013		186		70,243
Statistical data:
Return on average assets (a)	2.53		%	(0.03)		%	0.66		%	n/m		n/m		1.01		%
Efficiency ratio (b)	39.17			101.25			75.16			n/m		n/m		64.27
	Commercial			Retail			Wealth
Three Months Ended September 30, 2020	Bank			Bank			Management			Finance		Other		Total
Earnings summary:
Net interest income (expense)	$	413		$	127		$	42		$	(125)	$	1	$	458
Provision for credit losses	14			(2)			(7)			—		—		5
Noninterest income	135			28			64			16		9		252
Noninterest expenses	206			153			76			—		11		446
Provision (benefit) for income taxes	67			—			8			(26)		(1)		48
Net income (loss)	$	261		$	4		$	29		$	(83)	$	—	$	211
Net credit-related charge-offs (recoveries)	$	36		$	(1)		$	(2)		$	—	$	—	$	33
Selected average balances:
Assets	$	45,636		$	3,487		$	5,198		$	15,909	$	14,038	$	84,268
Loans	44,248			2,678			5,094			—		(7)		52,013
Deposits	39,535			23,604			4,439			1,004		181		68,763
Statistical data:
Return on average assets (a)	2.27		%	0.05		%	2.24		%	n/m		n/m		0.99		%
Efficiency ratio (b)	37.60			98.29			71.72			n/m		n/m		62.79
	Commercial			Retail			Wealth
Three Months Ended December 31, 2019	Bank			Bank			Management			Finance		Other		Total
Earnings summary:
Net interest income (expense)	$	403		$	134		$	43		$	(48)	$	12	$	544
Provision for credit losses	3			1			(1)			—		5		8
Noninterest income	143			37			69			12		5		266
Noninterest expenses	203			156			75			1		16		451
Provision (benefit) for income taxes	79			3			9			(10)		1		82
Net income (loss)	$	261		$	11		$	29		$	(27)	$	(5)	$	269
Net credit-related charge-offs	$	21		$	—		$	—		$	—	$	—	$	21
Selected average balances:
Assets	$	45,075		$	2,883		$	5,057		$	14,054	$	6,082	$	73,151
Loans	43,514			2,090			4,894			—		7		50,505
Deposits	30,535			21,084			4,015			1,332		212		57,178
Statistical data:
Return on average assets (a)	2.31		%	0.19		%	2.26		%	n/m		n/m		1.46		%
Efficiency ratio (b)	37.03			89.99			66.71			n/m		n/m		55.46

(a)Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.

(b)Noninterest expenses as a percentage of the sum of net interest income and noninterest income excluding net gains (losses) from securities and a derivative contract tied to the conversion rate of Visa Class B shares.

n/m - not meaningful

18

MARKET SEGMENT FINANCIAL RESULTS (unaudited)
Comerica Incorporated and Subsidiaries
(dollar amounts in millions)										Other			Finance
Three Months Ended December 31, 2020	Michigan			California			Texas			Markets			& Other		Total
Earnings summary:
Net interest income (expense)	$	170		$	186		$	117		$	114		$	(118)	$	469
Provision for credit losses	12			21			(26)			(24)			—		(17)
Noninterest income	71			42			32			97			23		265
Noninterest expenses	141			111			95			114			12		473
Provision (benefit) for income taxes	18			24			18			30			(27)		63
Net income (loss)	$	70		$	72		$	62		$	91		$	(80)	$	215
Net credit-related charge-offs	$	5		$	—		$	24		$	—		$	—	$	29
Selected average balances:
Assets	$	12,899		$	18,561		$	11,039		$	11,256		$	31,573	$	85,328
Loans	12,225			18,265			10,583			10,350			(18)		51,405
Deposits	25,003			21,457			10,759			11,825			1,199		70,243
Statistical data:
Return on average assets (a)	1.07		%	1.25		%	1.98		%	2.88		%	n/m		1.01		%
Efficiency ratio (b)	58.62			48.96			64.06			54.00			n/m		64.27
										Other			Finance
Three Months Ended September 30, 2020	Michigan			California			Texas			Markets			& Other		Total
Earnings summary:
Net interest income (expense)	$	168		$	179		$	117		$	118		$	(124)	$	458
Provision for credit losses	19			11			(25)			—			—		5
Noninterest income	66			33			28			100			25		252
Noninterest expenses	139			102			89			105			11		446
Provision (benefit) for income taxes	13			21			17			24			(27)		48
Net income (loss)	$	63		$	78		$	64		$	89		$	(83)	$	211
Net credit-related charge-offs	$	6		$	16		$	11		$	—		$	—	$	33
Selected average balances:
Assets	$	13,280		$	18,357		$	11,365		$	11,322		$	29,944	$	84,268
Loans	12,607			18,095			10,923			10,399			(11)		52,013
Deposits	24,759			20,130			10,654			12,035			1,185		68,763
Statistical data:
Return on average assets (a)	0.95		%	1.46		%	2.14		%	2.68		%	n/m		0.99		%
Efficiency ratio (b)	59.79			47.98			61.16			48.22			n/m		62.79
										Other			Finance
Three Months Ended December 31, 2019	Michigan			California			Texas			Markets			& Other		Total
Earnings summary:
Net interest income (expense)	$	171		$	194		$	120		$	95		$	(36)	$	544
Provision for credit losses	(5)			(22)			31			(1)			5		8
Noninterest income	73			52			31			93			17		266
Noninterest expenses	142			105			90			97			17		451
Provision (benefit) for income taxes	25			41			8			17			(9)		82
Net income (loss)	$	82		$	122		$	22		$	75		$	(32)	$	269
Net credit-related charge-offs (recoveries)	$	1		$	(1)		$	20		$	1		$	—	$	21
Selected average balances:
Assets	$	13,091		$	18,295		$	11,353		$	10,277		$	20,135	$	73,151
Loans	12,399			17,942			10,708			9,449			7		50,505
Deposits	20,443			18,107			9,045			8,039			1,544		57,178
Statistical data:
Return on average assets (a)	1.55		%	2.51		%	0.84		%	2.83		%	n/m		1.46		%
Efficiency ratio (b)	57.21			42.45			59.43			51.97			n/m		55.46

(a)Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.

(b)Noninterest expenses as a percentage of the sum of net interest income and noninterest income excluding net gains (losses) from securities and a derivative contract tied to the conversion rate of Visa Class B shares.

n/m - not meaningful

19

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND REGULATORY RATIOS (unaudited)

Comerica Incorporated and Subsidiaries

Comerica believes non-GAAP measures are meaningful because they reflect adjustments commonly made by management, investors, regulators and analysts to evaluate the adequacy of common equity and our performance trends. Tangible common equity is used by Comerica to measure the quality of capital and the return relative to balance sheet risk.

Common equity tier 1 capital ratio removes preferred stock from the Tier 1 capital ratio as defined by and calculated in conformity with bank regulations. The tangible common equity ratio removes the effect of intangible assets from capital and total assets. Tangible common equity per share of common stock removes the effect of intangible assets from common shareholders' equity per share of common stock.

	December 31,			September 30,			December 31,
(dollar amounts in millions)	2020			2020			2019
Common Equity Tier 1 Capital (a):
Tier 1 capital	$	7,313		$	7,199		$	6,919
Less:
Fixed-rate reset non-cumulative perpetual preferred stock	394			394			—
Common equity tier 1 capital	$	6,919		$	6,805		$	6,919
Risk-weighted assets	$	66,833		$	66,405		$	68,273
Tier 1 capital ratio	10.94		%	10.84		%	10.13		%
Common equity tier 1 capital ratio	10.35			10.25			10.13
Tangible Common Equity:
Total shareholders' equity	$	8,050		$	7,874		$	7,327
Less:
Fixed-rate reset non-cumulative perpetual preferred stock	394			394			—
Common shareholders' equity	$	7,656		$	7,480		$	7,327
Less:
Goodwill	635			635			635
Other intangible assets	1			2			4
Tangible common equity	$	7,020		$	6,843		$	6,688
Total assets	$	88,129		$	83,631		$	73,402
Less:
Goodwill	635			635			635
Other intangible assets	1			2			4
Tangible assets	$	87,493		$	82,994		$	72,763
Common equity ratio	8.69		%	8.94		%	9.98		%
Tangible common equity ratio	8.02			8.24			9.19
Tangible Common Equity per Share of Common Stock:
Common shareholders' equity	$	7,656		$	7,480		$	7,327
Tangible common equity	7,020			6,843			6,688
Shares of common stock outstanding (in millions)	139			139			142
Common shareholders' equity per share of common stock	$	55.01		$	53.78		$	51.57
Tangible common equity per share of common stock	50.43			49.20			47.07

(a)Estimated for December 31, 2020, 2020 ratios reflect deferral of CECL model impact as calculated per regulatory guidance.

20

EX-99.2

XML

Cover Document	Jan. 19, 2021
Cover [Abstract]
Entity Central Index Key	0000028412
Entity Emerging Growth Company	false
Written Communications	false
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Title of 12(b) Security	Common Stock, $5 par value
Trading Symbol	CMA
Security Exchange Name	NYSE
Document Period End Date	Jan. 19, 2021
Entity Registrant Name	COMERICA INCORPORATED
Entity Address, Address Line One	1717 Main Street, MC 6404
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	462-6831
Entity File Number	1-10706
Entity Tax Identification Number	38-1998421
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false