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 21, 2014

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

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(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))

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

On January 17, 2014, Comerica Incorporated (“Comerica”) issued a press release regarding its results of operations and financial condition for the quarter and year ended December 31, 2013 (the "Press Release"). Subsequent to issuing the Press Release, on that same date, a jury verdict was entered in the Montana Second District Judicial Court for Silver Bow County in Butte, Montana in the lawsuit of BLDC Local Development Corporation -vs- Masters Group International, Inc. -vs- Comerica Bank, in which Comerica Bank was a third-party defendant. Following the jury’s decision on the case, Comerica increased its reserve for litigation and decreased incentive compensation expense based on the revised results, effective as of December 31, 2013.

In accordance with U.S. generally accepted accounting principles, the charges were recorded in the fourth quarter of 2013 and will be reflected in the December 31, 2013 year-end financial statements.  On January 21, 2014, Comerica updated its financial results for the quarter and year ended December 31, 2013 to reflect both the litigation reserves and decreased incentive compensation expense and issued a press release announcing such updated results (the “Updated Press Release”).  As indicated in the Updated Press Release, net income decreased by $28 million, or 15 cents per share, to $117 million, or 62 cents per share for the fourth quarter 2013, compared to previously reported net income of $145 million, or 77 cents per share. For the year ended December 31, 2013, net income decreased to $541 million, or $2.85 per share, as compared to previously reported net income of $569 million, or $3.00 per share. As revised, full-year 2013 net income increased $20 million, or 4 percent, compared to 2012, and earnings per diluted share increased 18 cents, or 7 percent.

A copy of the Updated Press Release is attached hereto as Exhibit 99.1. A copy of selected updated presentation slides for the Company's quarter and year ended December 31, 2013 is attached hereto as Exhibit 99.2. The Company will include final financial statements for the year ended December 31, 2013 as part of its Annual Report on Form 10-K.

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

99.1Updated Press Release dated January 21, 2014

99.2    Selected Updated Earnings Presentation Slides

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/ Jon W. Bilstrom        

Name: Jon W. Bilstrom

Title: Executive Vice President - Governance,

Regulatory Relations and Legal Affairs,

and Secretary

January 21, 2014

EXHIBIT INDEX

Exhibit No. Description

99.1 Updated Press Release dated January 21, 2014

99.2 Selected Updated Earnings Presentation Slides

EX-99.1

COMERICA ISSUES REVISED 2013 RESULTS BASED ON

UNFAVORABLE JURY VERDICT

DALLAS/January 21, 2014 -- Comerica Incorporated (NYSE: CMA) today issued revised 2013 results based on an unfavorable Montana jury verdict, entered at approximately 7:30 p.m. ET on January 17, 2014. The Montana litigation (“the case”) in which Comerica Bank (“the Bank”) was a third-party defendant, was tried before the Montana Second District Judicial Court for Silver Bow County in Butte, Montana.The claims underlying the lawsuit against the Bank grew out of an initial $9 million revolving line of credit loan extended by the Bank to Masters Group International, Inc. (“Masters”), a then Michigan-based office supply company, in 2006, that was subsequently increased to $10.5 million and later paid in full through collection actions taken by the Bank following a default by Masters.

Following the jury’s decision on the case, Comerica increased its reserve for litigation and decreased incentive compensation expense based on the revised results, effective as of December 31, 2013, which resulted in a decrease in net income of $28 million, or 15 cents per share, for the fourth quarter 2013.

Comerica reiterates its previously stated outlook for 2014, excluding the impact of this event.

"As we consider possible courses of action, including appealing the decision to the Montana Supreme Court, the sole appellate court for the state of Montana, we recorded a charge in the fourth quarter 2013 in accordance with applicable accounting principles,” said Ralph W. Babb Jr., chairman and chief executive officer. "We believe we had meritorious defenses for this litigation and anticipated a favorable outcome.”

Net income decreased by $28 million, or 15 cents per share, to $117 million, or 62 cents per share for the fourth quarter 2013, compared to previously reported net income of $145 million, or 77 cents per share. For the year ended December 31, 2013, net income decreased to $541 million, or $2.85 per share, as compared to previously reported net income of $569 million, or $3.00 per share. As revised, full-year 2013 net income increased $20 million, or 4 percent, compared to 2012, and earnings per diluted share increased 18 cents, or 7 percent. At December 31, 2013, the revised estimated Tier 1 common capital ratio was 10.56 percent, as compared to the previously reported ratio of 10.60 percent. The estimated Basel III Tier 1 common capital ratio remained at 10.3 percent.

The following table summarizes the impact of the revisions on the previously reported financial results.

	December 31, 2013
	Quarter Ended						Year Ended
(dollar amounts in millions, except per share data)	As Reported			As Revised			As Reported		As Revised
Noninterest expenses	$	429		$	473		$	1,678	$	1,722
Salaries	203			197			769		763
Litigation-related expenses	—			52			—		52
Other noninterest expenses	46			44			178		176
Income before income taxes	196			152			774		730
Provision for income taxes	51			35			205		189
Net income	145			117			569		541
Net income attributable to common shares	143			115			561		533
Diluted income per common share	0.77			0.62			3.00		2.85
Total shareholders' equity at period end	7,181			7,153
Estimated Tier 1 common capital ratio (a)	10.60		%	10.56		%
Estimated Basel III Tier 1 common capital ratio (a)	10.3		%	10.3		%
Tangible common equity ratio (a)	10.11		%	10.07		%

a) See Reconciliation of Non-GAAP Financial Measures.

-more-

COMERICA ISSUES REVISED 2013 RESULTS - 2

The impact of the change in legal reserves primarily affects the Business Bank and the Michigan market. The revised financial results, including segment results, will be reflected in Comerica’s Annual Report on Form 10-K. All other revised financial results are included in the financial information that follows.

Comerica Bank is a subsidiary of Comerica Incorporated, a financial services company headquartered in Dallas, Texas, and strategically aligned by three major business segments: The Business 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.

-more-

COMERICA ISSUES REVISED 2013 RESULTS - 3

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 course,” “trend,” “objective,” “looks forward” 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, 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 are changes in general economic, political or industry conditions; changes in monetary and fiscal policies, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; changes in Comerica's credit rating; the interdependence of financial service companies; changes in regulation or oversight; unfavorable developments concerning credit quality; any future acquisitions or divestitures; the effects of more stringent capital or liquidity requirements; declines or other changes in the businesses or industries of Comerica's customers; the implementation of Comerica's strategies and business models; Comerica's ability to utilize technology to efficiently and effectively develop, market and deliver new products and services; operational difficulties, failure of technology infrastructure or information security incidents; changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing; competitive product and pricing pressures among financial institutions within Comerica's markets; changes in customer behavior; management's ability to maintain and expand customer relationships; management's ability to retain key officers and employees; the impact of legal and regulatory proceedings or determinations; the effectiveness of methods of reducing risk exposures; the effects of terrorist activities and other hostilities; the effects of catastrophic events including, but not limited to, hurricanes, tornadoes, earthquakes, fires, droughts and floods; changes in accounting standards and the critical nature of Comerica's accounting policies. Comerica cautions that the foregoing list of factors is not exclusive. 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 13 of Comerica's Annual Report on Form 10-K for the year ended December 31, 2012 and on page 68 of the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. 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 Contact:	Investor Contacts:
Wayne J. Mielke	Darlene P. Persons
(214) 462-4463	(214) 462-6831
	Brittany L. Butler
	(214) 462-6834

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)	2013			2013			2012			2013			2012
PER COMMON SHARE AND COMMON STOCK DATA
Diluted net income	$	0.62		$	0.78		$	0.68		$	2.85		$	2.67
Cash dividends declared	0.17			0.17			0.15			0.68			0.55
Common shareholders' equity (at period end)	39.23			37.94			36.87
Tangible common equity (at period end) (a)	35.65			34.38			33.38
Average diluted shares (in thousands)	186,166			187,104			187,954			186,927			192,473
KEY RATIOS
Return on average common shareholders' equity	6.66		%	8.50		%	7.36		%	7.76		%	7.43		%
Return on average assets	0.72			0.92			0.81			0.85			0.83
Tier 1 common capital ratio (a) (b)	10.56			10.72			10.14
Tier 1 risk-based capital ratio (b)	10.56			10.72			10.14
Total risk-based capital ratio (b)	13.00			13.42			13.15
Leverage ratio (b)	10.77			10.88			10.57
Tangible common equity ratio (a)	10.07			9.87			9.76
AVERAGE BALANCES
Commercial loans	$	27,683		$	27,759		$	27,462		$	27,971		$	26,224
Real estate construction loans:
Commercial Real Estate business line (c)	1,363			1,263			1,033			1,241			1,031
Other business lines (d)	289			259			266			245			359
Total real estate construction loans	1,652			1,522			1,299			1,486			1,390
Commercial mortgage loans:
Commercial Real Estate business line (c)	1,608			1,714			1,939			1,738			2,259
Other business lines (d)	7,106			7,229			7,580			7,322			7,583
Total commercial mortgage loans	8,714			8,943			9,519			9,060			9,842
Lease financing	838			839			839			847			864
International loans	1,303			1,252			1,314			1,275			1,272
Residential mortgage loans	1,679			1,642			1,525			1,620			1,505
Consumer loans	2,185			2,137			2,161			2,153			2,209
Total loans	44,054			44,094			44,119			44,412			43,306
Earning assets	59,924			58,892			59,276			59,091			57,483
Total assets	64,605			63,660			64,257			63,936			62,572
Noninterest-bearing deposits	23,532			22,379			22,758			22,379			21,004
Interest-bearing deposits	29,237			29,486			28,524			29,332			28,529
Total deposits	52,769			51,865			51,282			51,711			49,533
Common shareholders' equity	7,010			6,923			7,062			6,968			7,012
NET INTEREST INCOME
Net interest income (fully taxable equivalent basis)	$	431		$	413		$	425		$	1,675		$	1,731
Fully taxable equivalent adjustment	1			1			1			3			3
Net interest margin (fully taxable equivalent basis)	2.86		%	2.79		%	2.87		%	2.84		%	3.03		%
CREDIT QUALITY
Nonaccrual loans	$	350		$	437		$	519
Reduced-rate loans	24			22			22
Total nonperforming loans (e)	374			459			541
Foreclosed property	9			19			54
Total nonperforming assets (e)	383			478			595
Loans past due 90 days or more and still accruing	16			25			23
Gross loan charge-offs	41			39			60			$	153		$	245
Loan recoveries	28			20			23			80			75
Net loan charge-offs	13			19			37			73			170
Allowance for loan losses	598			604			629
Allowance for credit losses on lending-related commitments	36			34			32
Total allowance for credit losses	634			638			661
Allowance for loan losses as a percentage of total loans	1.32		%	1.37		%	1.37		%
Net loan charge-offs as a percentage of average total loans (f)	0.12			0.18			0.34			0.16		%	0.39		%
Nonperforming assets as a percentage of total loans and foreclosed property (e)	0.84			1.08			1.29
Allowance for loan losses as a percentage of total nonperforming loans	160			131			116

(a) See Reconciliation of Non-GAAP Financial Measures.

(b) December 31, 2013 ratios are estimated.

(c) Primarily loans to real estate developers.

(d) Primarily loans secured by owner-occupied real estate.

(e) Excludes loans acquired with credit-impairment.

(f) Lending-related commitment charge-offs were insignificant in all periods presented.

4

CONSOLIDATED BALANCE SHEETS
Comerica Incorporated and Subsidiaries
	December 31,			September 30,			December 31,
(in millions, except share data)	2013			2013			2012
	(unaudited)			(unaudited)
ASSETS
Cash and due from banks	$	1,140		$	1,384		$	1,395
Federal funds sold	—			—			100
Interest-bearing deposits with banks	5,311			5,704			3,039
Other short-term investments	112			106			125
Investment securities available-for-sale	9,307			9,488			10,297
Commercial loans	28,815			27,897			29,513
Real estate construction loans	1,762			1,552			1,240
Commercial mortgage loans	8,787			8,785			9,472
Lease financing	845			829			859
International loans	1,327			1,286			1,293
Residential mortgage loans	1,697			1,650			1,527
Consumer loans	2,237			2,152			2,153
Total loans	45,470			44,151			46,057
Less allowance for loan losses	(598		)	(604		)	(629		)
Net loans	44,872			43,547			45,428
Premises and equipment	594			604			622
Accrued income and other assets	3,891			3,837			4,063
Total assets	$	65,227		$	64,670		$	65,069
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits	$	23,875		$	23,896		$	23,279
Money market and interest-bearing checking deposits	22,332			21,697			21,273
Savings deposits	1,673			1,645			1,606
Customer certificates of deposit	5,063			5,180			5,531
Foreign office time deposits	349			491			502
Total interest-bearing deposits	29,417			29,013			28,912
Total deposits	53,292			52,909			52,191
Short-term borrowings	253			226			110
Accrued expenses and other liabilities	986			1,001			1,106
Medium- and long-term debt	3,543			3,565			4,720
Total liabilities	58,074			57,701			58,127
Common stock - $5 par value:
Authorized - 325,000,000 shares
Issued - 228,164,824 shares	1,141			1,141			1,141
Capital surplus	2,179			2,171			2,162
Accumulated other comprehensive loss	(391		)	(541		)	(413		)
Retained earnings	6,321			6,239			5,931
Less cost of common stock in treasury - 45,860,786 shares at 12/31/13, 44,483,659 shares at 9/30/13 and 39,889,610 shares at 12/31/12	(2,097		)	(2,041		)	(1,879		)
Total shareholders' equity	7,153			6,969			6,942
Total liabilities and shareholders' equity	$	65,227		$	64,670		$	65,069

5

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Comerica Incorporated and Subsidiaries
	Three Months Ended						Years Ended
	December 31,						December 31,
(in millions, except per share data)	2013			2012			2013			2012
INTEREST INCOME
Interest and fees on loans	$	397		$	398		$	1,556		$	1,617
Interest on investment securities	55			55			214			234
Interest on short-term investments	4			3			14			12
Total interest income	456			456			1,784			1,863
INTEREST EXPENSE
Interest on deposits	12			16			55			70
Interest on medium- and long-term debt	14			16			57			65
Total interest expense	26			32			112			135
Net interest income	430			424			1,672			1,728
Provision for credit losses	9			16			46			79
Net interest income after provision for credit losses	421			408			1,626			1,649
NONINTEREST INCOME
Service charges on deposit accounts	53			52			214			214
Fiduciary income	43			42			171			158
Commercial lending fees	28			25			99			96
Card fees	19			17			74			65
Letter of credit fees	15			17			64			71
Bank-owned life insurance	9			9			40			39
Foreign exchange income	9			9			36			38
Brokerage fees	4			5			17			19
Net securities gains (losses)	—			1			(1		)	12
Other noninterest income	24			27			112			106
Total noninterest income	204			204			826			818
NONINTEREST EXPENSES
Salaries	197			196			763			778
Employee benefits	61			59			246			240
Total salaries and employee benefits	258			255			1,009			1,018
Net occupancy expense	41			42			160			163
Equipment expense	15			15			60			65
Outside processing fee expense	30			28			119			107
Software expense	24			23			90			90
Litigation-related expense	52			—			52			23
FDIC insurance expense	7			9			33			38
Advertising expense	3			6			21			27
Other real estate expense	(1		)	3			2			9
Merger and restructuring charges	—			2			—			35
Other noninterest expenses	44			44			176			182
Total noninterest expenses	473			427			1,722			1,757
Income before income taxes	152			185			730			710
Provision for income taxes	35			55			189			189
NET INCOME	117			130			541			521
Less income allocated to participating securities	2			2			8			6
Net income attributable to common shares	$	115		$	128		$	533		$	515
Earnings per common share:
Basic	$	0.64		$	0.68		$	2.92		$	2.68
Diluted	0.62			0.68			2.85			2.67
Comprehensive income (loss)	267			(30		)	563			464
Cash dividends declared on common stock	31			28			126			106
Cash dividends declared per common share	0.17			0.15			0.68			0.55

6

CONSOLIDATED QUARTERLY STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Comerica Incorporated and Subsidiaries
	Fourth			Third			Second			First		Fourth			Fourth Quarter 2013 Compared To:
	Quarter			Quarter			Quarter			Quarter		Quarter			Third Quarter 2013					Fourth Quarter 2012
(in millions, except per share data)	2013			2013			2013			2013		2012			Amount			Percent		Amount			Percent
INTEREST INCOME
Interest and fees on loans	$	397		$	381		$	388		$	390	$	398		$	16		4	%	$	(1	)	—	%
Interest on investment securities	55			54			52			53		55			1			2		—			—
Interest on short-term investments	4			4			3			3		3			—			—		1			27
Total interest income	456			439			443			446		456			17			4		—			—
INTEREST EXPENSE
Interest on deposits	12			13			15			15		16			(1		)	(8	)	(4		)	(24	)
Interest on medium- and long-term debt	14			14			14			15		16			—			—		(2		)	(15	)
Total interest expense	26			27			29			30		32			(1		)	(5	)	(6		)	(20	)
Net interest income	430			412			414			416		424			18			4		6			1
Provision for credit losses	9			8			13			16		16			1			22		(7		)	(42	)
Net interest income after provision for credit losses	421			404			401			400		408			17			4		13			3
NONINTEREST INCOME
Service charges on deposit accounts	53			53			53			55		52			—			—		1			1
Fiduciary income	43			41			44			43		42			2			2		1			4
Commercial lending fees	28			28			22			21		25			—			—		3			6
Card fees	19			20			18			17		17			(1		)	(1	)	2			15
Letter of credit fees	15			17			16			16		17			(2		)	(9	)	(2		)	(13	)
Bank-owned life insurance	9			12			10			9		9			(3		)	(25	)	—			—
Foreign exchange income	9			9			9			9		9			—			—		—			—
Brokerage fees	4			4			4			5		5			—			—		(1		)	(14	)
Net securities gains (losses)	—			1			(2		)	—		1			(1		)	(43	)	(1		)	(82	)
Other noninterest income	24			29			34			25		27			(5		)	(16	)	(3		)	(6	)
Total noninterest income	204			214			208			200		204			(10		)	(5	)	—			—
NONINTEREST EXPENSES
Salaries	197			196			182			188		196			1			—		1			1
Employee benefits	61			59			63			63		59			2			3		2			4
Total salaries and employee benefits	258			255			245			251		255			3			1		3			1
Net occupancy expense	41			41			39			39		42			—			—		(1		)	(2	)
Equipment expense	15			15			15			15		15			—			—		—			—
Outside processing fee expense	30			31			30			28		28			(1		)	(7	)	2			5
Software expense	24			22			22			22		23			2			11		1			6
Litigation-related expense	52			(4		)	1			3		—			56			N/M		52			N/M
FDIC insurance expense	7			9			8			9		9			(2		)	(19	)	(2		)	(22	)
Advertising expense	3			6			6			6		6			(3		)	(49	)	(3		)	(48	)
Other real estate expense	(1		)	1			1			1		3			(2		)	N/M		(4		)	N/M
Merger and restructuring charges	—			—			—			—		2			—			—		(2		)	N/M
Other noninterest expenses	44			41			49			42		44			3			7		—			—
Total noninterest expenses	473			417			416			416		427			56			13		46			11
Income before income taxes	152			201			193			184		185			(49		)	(25	)	(33		)	(18	)
Provision for income taxes	35			54			50			50		55			(19		)	(35	)	(20		)	(36	)
NET INCOME	117			147			143			134		130			(30		)	(21	)	(13		)	(10	)
Less income allocated to participating securities	2			2			2			2		2			—			—		—			—
Net income attributable to common shares	$	115		$	145		$	141		$	132	$	128		$	(30	)	(21	)%	$	(13	)	(10	)%
Earnings per common share:
Basic	$	0.64		$	0.80		$	0.77		$	0.71	$	0.68		$	(0.16	)	(20	)%	$	(0.04	)	(6	)%
Diluted	0.62			0.78			0.76			0.70		0.68			(0.16		)	(21	)	(0.06		)	(9	)
Comprehensive income (loss)	267			144			15			137		(30		)	123			87		297			N/M
Cash dividends declared on common stock	31			31			32			32		28			—			—		3			10
Cash dividends declared per common share	0.17			0.17			0.17			0.17		0.15			—			—		0.02			13

N/M - Not Meaningful

7

CONSOLIDATED STATISTICAL DATA (unaudited)
Comerica Incorporated and Subsidiaries
	December 31,			September 30,			June 30,			March 31,			December 31,
(in millions, except per share data)	2013			2013			2013			2013			2012
Commercial loans:
Floor plan	$	3,504		$	2,869		$	3,241		$	2,963		$	2,939
Other	25,311			25,028			25,945			25,545			26,574
Total commercial loans	28,815			27,897			29,186			28,508			29,513
Real estate construction loans:
Commercial Real Estate business line (a)	1,447			1,283			1,223			1,185			1,049
Other business lines (b)	315			269			256			211			191
Total real estate construction loans	1,762			1,552			1,479			1,396			1,240
Commercial mortgage loans:
Commercial Real Estate business line (a)	1,678			1,592			1,743			1,812			1,873
Other business lines (b)	7,109			7,193			7,264			7,505			7,599
Total commercial mortgage loans	8,787			8,785			9,007			9,317			9,472
Lease financing	845			829			843			853			859
International loans	1,327			1,286			1,209			1,269			1,293
Residential mortgage loans	1,697			1,650			1,611			1,568			1,527
Consumer loans:
Home equity	1,517			1,501			1,474			1,498			1,537
Other consumer	720			651			650			658			616
Total consumer loans	2,237			2,152			2,124			2,156			2,153
Total loans	$	45,470		$	44,151		$	45,459		$	45,067		$	46,057
Goodwill	$	635		$	635		$	635		$	635		$	635
Core deposit intangible	16			17			18			19			20
Loan servicing rights	1			1			2			2			2
Tier 1 common capital ratio (c) (d)	10.56		%	10.72		%	10.43		%	10.37		%	10.14		%
Tier 1 risk-based capital ratio (c)	10.56			10.72			10.43			10.37			10.14
Total risk-based capital ratio (c)	13.00			13.42			13.29			13.41			13.15
Leverage ratio (c)	10.77			10.88			10.81			10.75			10.57
Tangible common equity ratio (d)	10.07			9.87			10.04			9.86			9.76
Common shareholders' equity per share of common stock	$	39.23		$	37.94		$	37.32		$	37.41		$	36.87
Tangible common equity per share of common stock (d)	35.65			34.38			33.79			33.90			33.38
Market value per share for the quarter:
High	48.69			43.49			40.44			36.99			32.14
Low	38.64			38.56			33.55			30.73			27.72
Close	47.54			39.31			39.83			35.95			30.34
Quarterly ratios:
Return on average common shareholders' equity	6.66		%	8.50		%	8.23		%	7.68		%	7.36		%
Return on average assets	0.72			0.92			0.90			0.84			0.81
Efficiency ratio (e)	74.55			66.66			66.43			67.58			68.08
Number of banking centers	483			484			484			487			487
Number of employees - full time equivalent	8,948			8,918			8,929			9,001			9,035

(a) Primarily loans to real estate developers.

(b) Primarily loans secured by owner-occupied real estate.

(c) December 31, 2013 ratios are estimated.

(d) See Reconciliation of Non-GAAP Financial Measures.

(e) Noninterest expenses as a percentage of the sum of net interest income (FTE) and noninterest income excluding net securities gains.

8

PARENT COMPANY ONLY BALANCE SHEETS (unaudited)
Comerica Incorporated
	December 31,			September 30,			December 31,
(in millions, except share data)	2013			2013			2012
ASSETS
Cash and due from subsidiary bank	$	31		$	36		$	2
Short-term investments with subsidiary bank	482			480			431
Other short-term investments	96			92			88
Investment in subsidiaries, principally banks	7,174			7,008			7,045
Premises and equipment	4			4			4
Other assets	139			134			150
Total assets	$	7,926		$	7,754		$	7,720
LIABILITIES AND SHAREHOLDERS' EQUITY
Medium- and long-term debt	$	617		$	620		$	629
Other liabilities	156			165			149
Total liabilities	773			785			778
Common stock - $5 par value:
Authorized - 325,000,000 shares
Issued - 228,164,824 shares	1,141			1,141			1,141
Capital surplus	2,179			2,171			2,162
Accumulated other comprehensive loss	(391		)	(541		)	(413		)
Retained earnings	6,321			6,239			5,931
Less cost of common stock in treasury - 45,860,786 shares at 12/31/13, 44,483,659 shares at 9/30/13 and 39,889,610 shares at 12/31/12	(2,097		)	(2,041		)	(1,879		)
Total shareholders' equity	7,153			6,969			6,942
Total liabilities and shareholders' equity	$	7,926		$	7,754		$	7,720

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)
Comerica Incorporated and Subsidiaries
								Accumulated
	Common Stock							Other									Total
	Shares				Capital			Comprehensive			Retained			Treasury			Shareholders'
(in millions, except per share data)	Outstanding		Amount		Surplus			Loss			Earnings			Stock			Equity
BALANCE AT DECEMBER 31, 2011	197.3		$	1,141	$	2,170		$	(356	)	$	5,546		$	(1,633	)	$	6,868
Net income	—		—		—			—			521			—			521
Other comprehensive loss, net of tax	—		—		—			(57		)	—			—			(57		)
Cash dividends declared on common stock ($0.55 per share)	—		—		—			—			(106		)	—			(106		)
Purchase of common stock	(10.2	)	—		—			—			—			(308		)	(308		)
Net issuance of common stock under employee stock plans	1.2		—		(46		)	—			(30		)	63			(13		)
Share-based compensation	—		—		37			—			—			—			37
Other	—		—		1			—			—			(1		)	—
BALANCE AT DECEMBER 31, 2012	188.3		$	1,141	$	2,162		$	(413	)	$	5,931		$	(1,879	)	$	6,942
Net income	—		—		—			—			541			—			541
Other comprehensive income, net of tax	—		—		—			22			—			—			22
Cash dividends declared on common stock ($0.68 per share)	—		—		—			—			(126		)	—			(126		)
Purchase of common stock	(7.5	)	—		—			—			—			(291		)	(291		)
Net issuance of common stock under employee stock plans	1.5		—		(17		)	—			(25		)	72			30
Share-based compensation	—		—		35			—			—			—			35
Other	—		—		(1		)	—			—			1			—
BALANCE AT DECEMBER 31, 2013	182.3		$	1,141	$	2,179		$	(391	)	$	6,321		$	(2,097	)	$	7,153

9

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)
Comerica Incorporated and Subsidiaries
	December 31,			September 30,			June 30,			March 31,			December 31,
(dollar amounts in millions)	2013			2013			2013			2013			2012
Tier 1 Common Capital Ratio:
Tier 1 and Tier 1 common capital (a) (b)	$	6,895		$	6,862		$	6,800		$	6,748		$	6,705
Risk-weighted assets (a) (b)	$	65,317		$	64,027		$	65,220		$	65,099		$	66,115
Tier 1 and Tier 1 common risk-based capital ratio (b)	10.56		%	10.72		%	10.43		%	10.37		%	10.14		%
Basel III Tier 1 Common Capital Ratio:
Tier 1 common capital (b)	$	6,895		$	6,862		$	6,800		$	6,748		$	6,705
Basel III adjustments (c)	(6		)	(4		)	—			(1		)	(39		)
Basel III Tier 1 common capital (c)	6,889			6,858			6,800			6,747			6,666
Risk-weighted assets (a) (b)	$	65,317		$	64,027		$	65,220		$	65,099		$	66,115
Basel III adjustments (c)	1,735			1,726			2,091			1,996			1,854
Basel III risk-weighted assets (c)	$	67,052		$	65,753		$	67,311		$	67,095		$	67,969
Tier 1 common capital ratio (b)	10.6		%	10.7		%	10.4		%	10.4		%	10.1		%
Basel III Tier 1 common capital ratio (c)	10.3			10.4			10.1			10.1			9.8
Tangible Common Equity Ratio:
Common shareholders' equity	$	7,153		$	6,969		$	6,911		$	6,988		$	6,942
Less:
Goodwill	635			635			635			635			635
Other intangible assets	17			18			20			21			22
Tangible common equity	$	6,501		$	6,316		$	6,256		$	6,332		$	6,285
Total assets	$	65,227		$	64,670		$	62,947		$	64,885		$	65,069
Less:
Goodwill	635			635			635			635			635
Other intangible assets	17			18			20			21			22
Tangible assets	$	64,575		$	64,017		$	62,292		$	64,229		$	64,412
Common equity ratio	10.97		%	10.78		%	10.98		%	10.77		%	10.67		%
Tangible common equity ratio	10.07			9.87			10.04			9.86			9.76
Tangible Common Equity per Share of Common Stock:
Common shareholders' equity	$	7,153		$	6,969		$	6,911		$	6,988		$	6,942
Tangible common equity	6,501			6,316			6,256			6,332			6,285
Shares of common stock outstanding (in millions)	182			184			185			187			188
Common shareholders' equity per share of common stock	$	39.23		$	37.94		$	37.32		$	37.41		$	36.87
Tangible common equity per share of common stock	35.65			34.38			33.79			33.90			33.38

(a) Tier 1 capital and risk-weighted assets as defined by regulation.

(b) December 31, 2013 Tier 1 capital and risk-weighted assets are estimated.

(c) Estimated ratios based on the standardized approach in the final rule for the U.S. adoption of the Basel III regulatory capital framework and excluding most elements of AOCI.

The Tier 1 common capital ratio removes preferred stock and qualifying trust preferred securities from Tier 1 capital as defined by and calculated in conformity with bank regulations. The Basel III Tier 1 common capital ratio further adjusts Tier 1 common capital and risk-weighted assets to account for the final rule approved by U.S. banking regulators in July 2013 for the U.S. adoption of the Basel III regulatory capital framework. The final Basel III capital rules are effective January 1, 2015 for banking organizations subject to the standardized approach. The tangible common equity ratio removes preferred stock and the effect of intangible assets from capital and the effect of intangible assets from 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. Comerica believes these measurements are meaningful measures of capital adequacy used by investors, regulators, management and others to evaluate the adequacy of common equity and to compare against other companies in the industry.

10

EX-99.2

Comerica Incorporated Revised 2013 Financial ResultsJanuary 21, 2014 Financial Summary 2 4Q13 3Q13 2013 2012 Diluted income per common share1 $0.62 $0.78 $2.85 $2.67 Net interest income $430 $412 $1,672 $1,728 Loan accretion 23 8 49 71 Provision for credit losses 9 8 46 79 Noninterest income 204 214 826 818 Noninterest expenses 473 417 1,722 1,757 Litigation related expenses 52 (4) 52 23 Net income 117 147 541 521 Total average loans $44,054 $44,094 $44,412 $43,306 Total average deposits 52,769 51,865 51,711 49,533 Tier 1 common capital ratio3 10.56%2 10.72% Basel III Tier 1 common capital ratio3,4 10.3% 10.4% Average diluted shares (millions) 186 187 $ in millions, except per share data ● 1Calculated using net income attributable to common shares ● 2Estimated ● 3See Supplemental Financial Data slides for a reconciliation of non-GAAP financial measures ● 4Estimated ratios based on the standardized approach in the final rule and excluding most elements of accumulated other comprehensive income (AOCI)

Full-Year 2013 Results 3 $ in millions ● Full-year 2013 compared to full-year 2012 ● 1Shares repurchased under the share repurchase program  Net income up $20MM or 4% from 2012  Average loans up 3%, driven by National Dealer, general Middle Market and Energy  Average deposits up 4%, growth across all markets  Customer-driven fees up 2%, driven by Fiduciary and Card fees  Noninterest expenses down 2%, driven by absence of restructuring charges. Continued tight expense control was offset by an increase in legal reserves due to an adverse litigation outcome EPS of $2.85 up 7% from 2012 FY13 From FY12Chg $ Chg %Total average loans 44,412 $1,106 3% Commercial loans 27,971 1,747 7 Total average deposits 51,711 2,178 4 Noninterest-bearing deposits 22,379 1,375 7 Net interest income 1,672 (56) (3) Loan accretion 49 (22) (31) Provision for credit losses 46 (33) (42) Net loan charge-offs 73 (97) (57) Noninterest income 826 8 1 Customer-driven fee income 763 13 2 Noninterest expenses 1,722 (35) (2) Net income 541 20 4 Shares repurchased1 7.4MM shares or $287MM Key Performance Drivers Fourth Quarter 2013 Results 4 $ in millions ● 4Q13 compared to 3Q13 ● 1Shares repurchased under the share repurchase program Key Performance Drivers  Period-end loan growth across almost all businesses  Net interest income growth due to better than expected accretion from purchased credit-impaired loans  Customer-driven fees impacted by strong 3Q13, slower economic activity and regulatory headwinds  Noninterest expenses impacted by an increase in legal reserves due to an adverse litigation outcome 4Q13 Change From3Q13 4Q12Total average loans 44,054 (40) (65) Commercial loans 27,683 (76) 221 Total average deposits 52,769 904 1,487 Noninterest-bearing deposits 23,532 1,153 774 Net interest income 430 18 6 Loan accretion 23 15 10 Provision for credit losses 9 1 (7) Net loan charge-offs 13 (6) (24) Noninterest income 204 (10) -- Customer-driven fee income 190 (5) (1) Noninterest expenses 473 56 46 Net income 117 (30) (13) Shares repurchased1 1.7MM shares or $72MM Period-end Loans up $1.3B or 3%

Supplemental Financial DataReconciliation of non-GAAP financial measures with financial measures defined by GAAP ($ in millions) 5 12/31/13 9/30/13 6/30/13 3/31/13 12/31/12 Tier 1 and Tier 1 common capital1,2Risk-weighted assets1,2Tier 1 and Tier 1 common capital ratio2 6,89565,31710.56% 6,86264,02710.72% 6,80065,22010.43% 6,74865,09910.37% 6,70566,11510.14% Total shareholders’ equityLess: GoodwillLess: Other intangible assets $7,15363517 $6,96963518 $6,91163520 $6,98863521 $6,94263522 Tangible common equity $6,501 $6,316 $6,256 $6,332 $6,285Total assetsLess: GoodwillLess: Other intangible assets $65,22763517 $64,67063518 $62,94763520 $64,88563521 $65,06963522Tangible assets $64,575 $64,017 $62,292 $64,229 $64,412Tangible common equity ratio 10.07% 9.87% 10.04% 9.86% 9.76% The Tier 1 common capital ratio removes preferred stock and qualifying trust preferred securities from Tier 1 capital as defined by and calculated in conformity with bank regulations. The tangible common equity ratio removes preferred stock and the effect of intangible assets from capital and the effect of intangible assets from total assets.The Corporation believes these measurements are meaningful measures of capital adequacy used by investors, regulators, management and others to evaluate the adequacy of common equity and to compare against other companies in the industry.1Tier 1 Capital and risk-weighted assets as defined and calculated in accordance with regulation.2December 31, 2013 Tier 1 Capital and Risk-Weighted assets are estimated. Supplemental Financial DataTier 1 Common Equity under Basel III ($ in millions) 6 The Tier 1 common capital ratio removes preferred stock and qualifying trust preferred securities from Tier 1 capital as defined by and calculated in conformity with bank regulations. The Basel III Tier 1 common capital ratio further adjusts Tier 1 common capital and risk-weighted assets to account for the final rule approved by U.S. banking regulators in July 2013 for the U.S. adoption of the Basel III regulatory capital framework. The final Basel III capital rules are effective January 1, 2015 for banking organizations subject to the standardized approach. The Corporation believes these measurements are meaningful measures of capital adequacy used by investors, regulators, management and others to evaluate the adequacy of common equity and to compare against other companies in the industry.1Tier 1 Capital and risk-weighted assets as defined in accordance with regulation.2December 31, 2013 Tier 1 Capital and Risk-Weighted assets are estimated.3Estimated ratios based on the standardized approach in the final rule for the U.S. adoption of the Basel III regulatory capital framework and excluding most elements of AOCI. Basel III Tier 1 Common Capital Ratio 12/31/13 9/30/13 6/30/13 3/31/13 12/31/12 Tier 1 common capital2Basel III adjustments3 $6,895(6) $6,862(4) $6,800-- $6,748(1) $6,705(39) Basel III Tier 1 common capital3 $6,889 $6,858 $6,800 $6,747 $6,666 Risk-weighted assets1,2Basel III adjustments3 $65,3171,735 $64,0271,726 $65,2202,091 $65,0991,996 $66,1151,854Basel III risk-weighted assets3 $67,052 $65,753 $67,311 $67,095 $67,969 Tier 1 common capital ratio2Basel III Tier 1 common capital ratio3 10.6%10.3% 10.7%10.4% 10.4%10.1% 10.4%10.1% 10.1%9.8%