8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): September 12, 2016

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

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(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))

ITEM 7.01 REGULATION FD DISCLOSURE.

Comerica Incorporated (“Comerica”) previously announced that Ralph W. Babb Jr., Chairman and Chief Executive Officer of Comerica, will make a presentation at the Barclays Global Financial Services Conference on Tuesday, September 13, 2016. David E. Duprey, executive vice president and Chief Financial Officer, Peter W. Guilfoile, executive vice president and Chief Credit Officer, and Darlene P. Persons, director of Investor Relations, also will participate. Comerica's presentation will begin at 7:30 a.m. ET. To access the live audio webcast, visit the “Investor Relations” area of Comerica's website at www.comerica.com. Replays will be available at the same location following the conference. A copy of the presentation slides, which will be discussed at that conference, is attached hereto as Exhibit 99.1. From time to time, Comerica may also use this presentation in conversations with investors and analysts.

The information in Items 7.01 and 9.01 of this report (including Exhibit 99.1 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 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1Barclays Global Financial Services Conference Presentation Slides

SIGNATURES

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 - Governance,

Regulatory Relations and Legal Affairs,

and Corporate Secretary

Date: September 12, 2016

EXHIBIT INDEX

Exhibit No. Description

99.1 Barclays Global Financial Services Conference Presentation Slides

EX-99.1

Comerica Incorporated Barclays Global Financial Services ConferenceSeptember 13, 2016 Pete GuilfoileExecutive Vice President and Chief Credit Officer Ralph W. Babb, Jr.Chairman and Chief Executive Officer David DupreyExecutive Vice President and Chief Financial Officer Safe Harbor Statement Any statements in this presentation 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,” “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 presentation 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, including the GEAR Up initiative, 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 the economic benefits of the GEAR Up initiative, 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 changes in interest rates; changes in regulation or oversight; Comerica's ability to maintain adequate sources of funding and liquidity; the effects of more stringent capital or liquidity requirements; declines or other changes in the businesses or industries of Comerica's customers, in particular the energy industry; unfavorable developments concerning credit quality; operational difficulties, failure of technology infrastructure or information security incidents; reliance on other companies to provide certain key components of business infrastructure; factors impacting noninterest expenses which are beyond Comerica's control; changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing; reductions in Comerica's credit rating; whether Comerica may achieve opportunities for revenue enhancements and efficiency improvements under the GEAR Up initiative, or changes in the scope or assumptions underlying the GEAR Up initiative; the interdependence of financial service companies; the implementation of Comerica's strategies and business initiatives; 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; changes in customer behavior; any future strategic acquisitions or divestitures; 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 12 of Comerica's Annual Report on Form 10-K for the year ended December 31, 2015 and “Item 1A. Risk Factors” beginning on page 62 of Comerica’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. 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 presentation 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. 2

Comerica: A Brief Overview 6/30/16 ● 1Consists of Other Markets ($7.6B) & Finance/ Other ($0.3B) Comerica Strengths Strong capital position,Prudent credit underwriting CONSERVATIVE Complemented by Retail Bank and Wealth Management PRIMARILY A BUSINESS BANK Strong presence in Texas, California, & Michigan ATTRACTIVE FOOTPRINT Products & services of a large bank with the culture of a community bank NIMBLE SIZE$71B IN ASSETS Founded 167 years ago LONG HISTORY Trusted Advisor approach RELATIONSHIP BANKING STRATEGY Loans by Geography($ in billons; 2Q16 average) California$17.7 36% Other Markets$8.3 16%Michigan$12.7 26% Texas$10.8 22% Michigan$21.6 38% Deposits by Geography($ in billions; 2Q16 average) California$16.9 30% Texas$10.118% Other1$7.914% Total $49.5 Total $56.5 3 REDUCINGEXPENSES Focus on reducing costs while leveraging technology BUILDING RELATIONSHIPS MAINTAINING ASSET QUALITY TALENT MANAGEMENT INVOLVEMENT Grow loans, deposits & fee income Attract, retain and motivate our most valuable asset Strong, conservative credit culture Commitment to community, diversity & sustainability CAPITALMANAGEMENT MAXIMIZING GROWTH Positioned in faster growing markets & industries Provide a satisfactory return for our shareholders Strategy to Enhance Shareholder Value 4

49.5 51.7 54.8 58.3 56.6 010 2030 4050 60 2012 2013 2014 2015 YTD 2Q16 MI CA TX Other 43.3 44.4 46.6 48.6 48.9 0 10 20 30 40 50 2012 2013 2014 2015 YTD 2Q16 Other TX CA MI Footprint Balances Loan Portfolio, Reducing RiskHighly Integrated, Cost Effective Platform Texas• Established: 1988• Business friendly state • Navigating energy cycle• Resilient economy • 4.6% Unemployment1• 173,000 jobs added since July 20151 California• Established: 1991• Largest state economy• Deep industry expertise• Solid economic growth• 5.5% Unemployment1• 374,600 jobs added since July 20151 Michigan• Established: 1849• Market leader3• Strong retail deposit base• Steady economic growth• 4.5% Unemployment1• 105,500 jobs added since July 20151 25Years Average Deposits($ in billions)Average Loans ($ in billions) 5 Pre-tax $ ● 1US Department of Labor, seasonally adjusted July 2016 ● 2Deposit decrease from 2015 partially reflects purposeful pricing discipline & strategic actions in light of new LCR rules ● 3Source: FDIC deposit data as of 6/30/15 2 Expense Reductions Revenue Enhancements GEAR Up: Growth in Efficiency And Revenue Goal: Enhance shareholder value through increased profitability ~$230MM Additional Annual Pre-Tax Income in FY18 Efficiency Ratio ≤60% in FY18 Driving to Double-Digit Return on Equity Initial Financial Targets ~$70MM in Revenue Enhancements in FY18 Deepen customer relationships Accelerate growth in Middle Market ~$160MM in Expense Savings in FY18 Enhance TechnologyReduce Workforce Rationalize Real EstateStreamline Credit 6 Pre-tax $ ● Projections based on initial GEAR Up initiative announced on 7/19/16. Comerica plans to announce additional opportunities to further enhance profitability on its October earnings call.

GEAR Up: Growth in Efficiency And RevenueFocus on efficiency Process Targets Restructuring Charges1 Accountability Driving Efficiency by Leveraging Technology to Increase Productivity($ in millions) Managerial Roles~50% Other Staff ~50% 2H16 Savings >$15MM2 Workforce Reductions  ~9% reduction of workforce  Remove management layers to get closer to customers • Reducing management layers from 9 to 7 • Increasing average span of control from 5 to 7+  Consolidate key functions & responsibilities 11,444 10,816 9,073 8,880 8,792 ~8,200 ~8,000 6.0 7.8 8.8 12.0 12.0 2000 2005 2010 2015 2Q16 Proj4Q16 Proj4Q17 EmployeesAvg. Loans + Deposits/Employee1 1Number of employees – full time equivalent ● 2Pre-tax $ ● Estimates and outlook as of 9/12/16 7 1 Florida7 Michigan 209 Texas127 Arizona17 California97 GEAR Up: Growth in Efficiency And RevenueRationalizing real estate Business Model Requires Fewer BranchesTotal Deposits per Banking Center2($ in millions) Banking Centers by Location3 Total 45761 71 71 79 86 110 113 119 127 RF BBT HBA N KEY FITB ST I ZIO N CMA FHN 493 489 482 480 476 472 457 ~437 2011 2012 2013 2014 2015 2Q16 Proj4Q16 Proj4Q17 Carefully Pruning Branch Network3 6/30/16 ● 1Estimated per annum savings net of customer attrition; Outlook as of 9/12/16 ● 2Source: SNL Financial at 2Q16. Excludes BOKF, CFR & MTB as data was not available.● 3Count of total U.S. banking centers after consolidation of 15 banking centers starting in November 2016 Consolidate ~40 Banking Centers  ~8% of total  4 banking centers consolidated in 2Q16  15 banking centers consolidating starting in November  Next wave expected to be announced by end of October & completed mid-2017  Total expected net savings of $10-13MM per annum1 8

Average Deposits($ in billions) Third Quarter UpdateLoan growth slows while average deposits increase $1.3B 3Q16 average balances though 8/31/16 are preliminary and subject to change ● 1Comparisons to 2Q16, through 8/31 ● 2Interest costs on interest-bearing deposits Average Loans($ in billions) Average loans stable  Mortgage Banker continued to grow with summer home sales & elevated refinance volumes  Commercial Real Estate growth continued  Energy declined, as expected  Decreases in National Dealer Services (seasonality) & TLS 2% increase in average deposits  Driven by noninterest-bearing deposits  Largest increases in:• General Middle Market • Commercial Real Estate • Corporate Banking July & Aug Trends1 49.0 48.5 48.4 49.5 49.4 3.17 3.24 3.38 3.31 3Q15 4Q15 1Q16 2Q16 3Q16 Thru8/31/16 Loan Yields 59.1 59.7 56.7 56.5 57.8 0.14 0.14 0.14 0.14 3Q15 4Q15 1Q16 2Q16 3Q16 Thru8/31/16 Deposit Rates 2 9 94 82 40 60 80 100 120 140 160 180 2007 2008 2009 2010 2011 2012 2013 2014 2015 2Q16 Total CMAPeer Average Credit Quality SolidRemains consistently better then peers 6/30/16 ● 1Source: SNL Financial; NPL & NPA balances include performing & reduced-rate TDRs ● 2Criticized loans are consistent with regulatory defined Special Mention, Substandard, Doubtful & Loss loan classifications Total NPLs as a % of Total Loans1(In basis points) Total Reserves as a % of NPAs1(In percentage points) 150 170 60 120 180 240 300 360 420 2007 2008 2009 2010 2011 2012 2013 2014 2015 2Q16 Total CMAPeer Average 1,913 2,005 1,949 2,095 1,999 448 893 1,244 1,833 1,552 2,361 2,898 3,193 3,928 3,551 2Q15 3Q15 4Q15 1Q16 2Q16 Ex-EnergyEnergy Total Criticized Loans2($ in millions) 10  Continued strong credit quality in non-energy portfolio• 13 bps of net credit-related charge-offs• 0.5% NAL / total loans• 4.2% Criticized / NAL  Ex-energy, metrics better than historical norms Ex-energy Credit Metrics Strong

81 80 132 423 346 448 893 1,244 1,833 1,552 2Q15 3Q15 4Q15 1Q16 2Q16 NALs Energy Line of BusinessCriticized Loans2($ in millions) Energy Line of Business Credit Quality Improved in 2Q16Granular, contracting portfolio 6/30/16 ● 1As of 9/8/16 ● 2Criticized loans are consistent with regulatory defined Special Mention, Substandard, Doubtful & Loss loan classifications ● 3Bank's entire allowance is available to cover any & all losses. Allocation of allowance for energyloans reflects our robust allowance methodology which contains quantitative and qualitative components Natural Gas 13% Oil40% 463 481 479 509 467 389530 513 480 426 363 356 2,316 2,249 2,111 2,162 1,911 1,797 3,309 3,243 3,070 3,097 2,741 2,542 2Q15 3Q15 4Q15 1Q16 2Q16 8/31/16 Midstream Services Exploration & Production Energy Line of Business Loans ($ in millions; Period-end) Mixed18% 6,624 6,541 6,134 5,573 4,945 4,668 48% 48% 49% 54% 54% 53% 2Q15 3Q15 4Q15 1Q16 2Q16 8/31/16 Total Commitments Utilization Rate  Maintain granular portfolio: ~200 customers  Balance declined by $199MM since 2Q16  E&P companies1  Spring redeterminations 99% complete  Borrowing bases declined ~21% on average  100% of nonaccrual loans current on interest as of 6/30/16 11 Reserve3>8% Reserve3~3% Multifamily48% Retail11% Commercial11% Office7% Single Family7% Multi use4% Land Carry5% Other7% Dallas 35% Houston 28% Austin 24% San Antonio7% Other 6% Commercial Real Estate Line of BusinessLong history of working with well established, proven developers 6/30/16 ● 1Excludes CRE line of business loans not secured by real estate ● 2Includes CRE line of business loans not secured by real estate ● 3Criticized loans are consistent with regulatory defined Special Mention, Substandard, Doubtful & Loss loan classifications CRE by Property Type1($ in millions; Period-end) Michigan6% California45% Texas31%Florida1% Other17% CRE by Market1($ in millions; Period-end, based on location of property) Total$4,433 Total$4,433 Total$1,368 Credit Quality Strong 12 $ in millions; Period-end2 4Q15 1Q16 2Q16Total loans $4,620 $5,137 $5,512Criticized3 108 99 84Ratio 2.4% 1.9% 1.5%Nonaccrual 17 8 8Ratio 0.36% 0.15% 0.14%Net recoveries 3 11 1

6/30/16 ● 1Estimated outlook as of 9/12/16 based on calculations derived from sensitivity results shown in slide 26 ●2Compared to 2Q16; Assuming LIBOR rates remain at August average ● 3Reflects impacts of swaps ● 4The interest rate resets every four weeks, based on the Federal Home Loan Bank auction rate, with a reset date of each note scheduled at one-week intervals ● 5Maturity date 11/16 Interest Rate Sensitivity Well positioned for rising rates Fixed Rate~10% 30-day LIBOR ~60% 60-day+ LIBOR~10% Prime-Based~20% Loan Portfolio ($ in billions, Average) Total $49.5 13 LIBOR Increases(Average monthly rates in percentage points) 0.43 0.45 0.48 0.51 0.62 0.65 0.70 0.810.86 0.94 1.00 1.20 Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 30-Day LIBOR 90-Day LIBOR 6-Month LIBOR Subordinated notes $1.7 Medium-term notes$1.0 FHLB advances$2.8 Fixed-rate subordinated notes5$0.4 Wholesale Funding3($ in billions, Period-end) Total$5.9 Upside in Rising Rate Scenario1  ~$90MM expected benefit to FY16 from 12/15 rate rise, if deposit prices remain at current levels  ~$70MM expected additional annual net interest income with estimated +25 bps increase in Fed Rates, assuming a 25% deposit beta  ~$15-20MM expected additional annual net interest income from recent LIBOR movement2 6-mo LIBOR 1-mo FHLB auction rate4 306 232 208 203 194 190 188 186 174 140 53 49 ZIO N RF MTB ST I FHN FITB BB T KEY HBA N CMA BOK F CFR Growing Noninterest-Bearing Deposits($ in billions; Average) 21.0 22.4 25.0 28.1 28.2 2012 2013 2014 2015 1H16 Maintain Low Cost Funding BaseLow cost, relationship-oriented deposits 6/30/16 ● 1Source: SNL Financial ● 22Q16 interest expense on borrowings divided by average borrowings (average interest-bearing liabilities less average interest-bearing deposits) ● 32Q16 interest incurred on interest-bearing deposits as a percent of average interest-bearing deposits 28% 28% 30% 31 % 32% 35% 35 % 36% 40 % 41% 44 % 51% FHN ST I HBA N BBT MTB KEY FITB R F CFR BOK F ZIO N CMA Highest Noninterest-Bearing as aPercent of Total Deposits1(Period-end) 33 30 30 29 25 23 23 23 18 17 14 5 BOK F FITB MTB KEY FHN ST I HBA N BBT RF ZIO N CMA CFR One of the Lowest Cost of Deposits1,3(In basis points)Low Cost of Borrowings vs. Peers1,2(In basis points) 14

Active Capital ManagementContinued to reduce share count & increased dividend 1Shares & warrants repurchased under equity repurchase program ● 2Payable October 1, 2016 to common stock shareholders of record on September 15, 2016 ● 3LTM = last twelve months; based on actual dividends declared in 4Q15, 1Q16, 2Q16 & most recent dividend declared of $0.23/share payable October 1, 2016 2016 CCAR Capital Plan  Equity repurchases up to $440 million (3Q16-2Q17)  Pace of buyback linked to capital position, financial performance & market conditions3Q16 Equity repurchases1 complete:  ~2.1MM shares for ~$97MMQuarterly Dividend increased  5.0% to $0.22/share in 2Q16  4.5% to $0.23/share2 in 3Q16 $34.79 $39.86 $39.22 $41.35 $43.03 $44.24 2011 2012 2013 2014 2015 2Q16 Book Value Per Share Dividends Per Share Growth 0.40 0.55 0.68 0.79 0.83 0.87 2011 2012 2013 2014 2015 LTM3Q16 197 188 182 179 176 174 2011 2012 2013 2014 2015 2Q16 Common Shares Outstanding(in millions) 3 15 6/30/16 ● Outlook as of 9/12/16 Intensely Focused on Enhancing Shareholder Value GROWING REVENUE REDUCINGEXPENSES RISK MANAGEMENT MANAGING CAPITAL POSITIONED FOR RISING RATES • Positioned in faster growing markets & industries to drive loan growth• Focus on cross-sell to drive fee income • Execution of GEAR Up initiative to increase efficiency • Continue making necessary investments • Strong Capital base; CET1 Capital ratio: 10.49%• Continued share buyback & increased dividend in 3Q16 • Strong credit culture leads to solid credit metrics• Weathered cycle well relative to peers • Fed’s 25 bps December rate increase expected to increase 2016 net interest income by ~$90MM 16

Appendix 17  Completed initial comprehensive, diagnostic review  Key actions identified to date: over 20 work streams  Implementation underway  Identified additional ~$230MM in annual pre-tax income in FY18  Efficiency ratio ≤60% by FYE18  Driving to a double-digit return on equity (ROE)  2Q16 $53MM  2H16 ~$35MM-$55MM  Total: ~$140MM-$160MM through FY18  Provide quarterly updates on progress  Executive management owns initiative GEAR Up: Growth in Efficiency And RevenueDrive for enhanced shareholder value Process Targets Restructuring Charges1 Accountability 18 Pre-tax $ ● 1Restructuring charges related to actions identified to date ● Projections based on initial GEAR Up initiative announced on 7/19/16. Comerica plans to announce additional opportunities to further enhance profitability on its October earnings call.

GEAR Up: Growth in Efficiency and Revenue Initial Financial Targets Driving to Double-Digit Return on Equity (ROE)  Initial revenue & expense opportunities contribute ~200 bps to ROE which drives ROE well-above peer average1  Management review underway to identify further opportunities in 2017 & beyond  Continued active capital management ~$30MM FY17 Low 60%range FY18 Revenue Enhancements Expense Reductions Efficiency Ratio ~$230MM Additional Annual Pre-Tax Income in FY18 ≤60% ~$160MM ~$70MM ~$110MM Income Efficiency Ratio ReturnonEquity 19 6/30/16 ● Pre-tax $ ● For illustrative purposes; not drawn to scale ● Projections based on initial GEAR Up initiative announced on 7/19/16. Comerica plans to announce additional opportunities to further enhance profitability on its October earnings call. ● 1Based on FY15 peer group ROE Business growth, net of investments Efficiency Ratio GEAR Up: Growth in Efficiency and Revenue Key actions identified to date Projections based on initial GEAR Up initiative announced on 7/19/16. Comerica plans to announce additional opportunities to further enhance profitability on its October earnings call. Focus Deepen customer relationships Expense Reductions • ~9% reduction of workforce• Remove management layers to get closer to customers• Consolidate key functions & responsibilities Objective Initiatives • Expand products, sales tools, training & re-align incentives• Improve analytics to identify opportunities• Leverage technology to increase productivity & reduce time to close • Standardize approach across all markets for sales, training & performance managementAccelerate growth in Middle Market banking Revenue Enhancements Reduce workforce Streamline credit processes Enhance IT capabilities Rationalize real estate • Increase speed to loan approval through further centralization & digitalization• Eliminate redundancies, enhance data collection & analysis • Optimize IT infrastructure • Reduce number of IT applications • Further automation of operational processes • Reduce office & operations space • Consolidate ~40 banking centers (~8% of total) 20

 Focus on new products with greater contribution margins  Utilize new data-driven, needs-based customer assessment tool• Successful pilot program in CA • Company-wide implementation started 6/16  Leverage technology to improve delivery & documentation efficiencies  Ensure our most valued clients receive dedicated resources Comerica Opportunity Optimization(“Co2”) Realignment of Sales Channels GEAR Up: Growth in Efficiency and Revenue Revenue Enhancement Goals: Treasury Management  New vendor with robust product & reporting platform (early 2015)  Move focus from conversion of existing Merchant clients to adding new clients  Client penetration up 5% since vendor change• Opportunity: >20,000 clients processing with other vendors Continue to Ramp Up Merchant Services Deepen Customer Relationships $3.4 $5.5 $6.7 $6.7 $8.1 2Q15 3Q15 4Q15 1Q16 2Q16 Increase sales delivery efficiency & productivity Significantly increase penetration 1 2 3 Goals based on initial GEAR Up initiative announced on 7/19/16. Comerica plans to announce additional opportunities to further enhance profitability on its October earnings call. Merchant Services Fees ($ in millions) 21 $ in millions, except per share data 22 Financial Summary 2Q16 1Q16 2Q15 Diluted income per common share $0.58 $0.34 $0.73 Net interest income $445 $447 421 Net interest margin 2.74% 2.81% 2.65% Provision for credit losses 49 148 47 Net credit-related charge-offs to average loans 0.38% 0.49% 0.15% Noninterest income 269 246 258 Noninterest expenses 519 460 433 Restructuring expenses 53 - - Net Litigation Reserve Release - - (30) Net income 104 60 135 Total average loans $49,469 $48,392 $48,833 Total average deposits 56,521 56,708 57,398 Basel III common equity Tier 1 capital ratio 10.49% 10.58% 10.40% Average diluted shares (millions) 177 176 182

Second Quarter 2016 Results $ in millions, except per share data ● 2Q16 compared to 1Q16 ● 1Included restructuring charge of $53 million in 2Q16 & net release of litigation reserves of $30 million in 2Q15 ● 2EPS based on diluted income per share ● 3See Supplemental FinancialData slides for a reconciliation of non-GAAP financial measures ● 42Q16 repurchases under the equity repurchase program 2Q16 Change From1Q16 2Q15Total average loans $49,469 $1,077 $636 Total average deposits 56,521 (187) (877) Net interest income 445 (2) 24 Provision for credit losses 49 (99) 2 Net credit-related charge-offs 47 (11) 29 Noninterest income 269 23 11 Noninterest expenses1 519 59 86 Net income 104 44 (31) Earnings per share (EPS)2 0.58 0.24 (0.15) Book Value Per Share 44.24 0.58 2.06 Tangible Book Value Per Share3 40.52 0.56 1.99 Equity repurchases4 1.5MM sharesor $65MM Key QoQ Performance Drivers  Strong loan growth of 2%  Deposits stable  Net interest income stable as loan growth was offset by nonaccrual activity & higher funding costs  Provision & net credit-related charge-offs reflect improvement in Energy portfolio  Noninterest income up 5%, excluding deferred comp increase, with broad-based fee growth  Expenses remain well-controlled; includes $53MM restructuring charge  Dividend raised 5% to $0.22 per share 23 Net Interest Income($ in millions) Net Interest Income StableNIM decreased 7 bps 2Q16 compared to 1Q16 421 422 433 447 445 2.65 2.54 2.58 2.81 2.74 2Q15 3Q15 4Q15 1Q16 2Q16 NIM Net Interest Income and Rate NIM $447MM 1Q16 2.81% -0- Loan impacts:+$8MM higher volume- $5MM nonaccrual impact- $2MM lease residual value adj.- $1MM lower accretion -0.04 - 3MM Higher wholesale funding cost -0.02 +1MM Fed balances -0.01 $445MM 2Q16 2.74% 24

Why is Comerica Asset Sensitive? 6/30/16 ● 1Estimated outlook as of 9/12/16 based on calculations derived from sensitivity results shown in slide 26 ● 2As of 5/31/16 Interest Rate Sensitivity Significant upside in rising rate scenario Additional Annual Net Interest Income1Estimated Increase From Movement in Fed Rates Deposit Beta ($ in millions) 0% 25% 50% 75% +25 bps ~$85 ~$70 ~$55 ~$40 +50 bps ~170 ~140 ~105 ~75 +100 bps ~345 ~280 ~215 ~150 ~$90MM expected benefit to FY16 from 12/15 rate rise, if deposit prices remain at current levels  Predominately floating rate loans • <2% have floors2  Fixed rate securities < 20% of earning assets  Large non-maturity deposit base  Abnormally low interest rate environment Fixed Rate~10% Libor-Based~70%Prime-Based~20% Loan Portfolio ($ in billions, Period-end) Total $50.4 25 Interest Rate SensitivityRemain well positioned for rising rates 6/30/16 ● For methodology see the Company’s Form 10-Q, as filed with the SEC. Estimates are based on simulation modeling analysis. Estimated Net Interest Income: Annual (12 month) SensitivitiesBased on Various AssumptionsAdditional Scenarios are Relative to 2Q16 Standard Model($ in millions) ~100 ~160 ~180 ~190 ~200 ~245 ~300 Up 100bps Addl.$3BDepositDecline Addl.20%Increasein Beta Addl.$1BDepositDecline 2Q16StandardModel Addl.~3%LoanGrowth Up 300bps 0.1 Interest Rates 200 bps gradual, non-parallel rise Loan Balances Modest increase Deposit Balances Moderate decrease Deposit Pricing (Beta) Historical price movements with short-term rates Securities Portfolio Held flat with prepayment reinvestment Loan Spreads Held at current levels MBS Prepayments Third-party projections and historical experience Hedging (Swaps) No additions modeled Standard Model Assumptions 26

Noninterest Income HigherCustomer-driven fees increased 5% 2Q16 compared to 1Q16 258 262 268 246 269 2Q15 3Q15 4Q15 1Q16 2Q16 Noninterest Income ($ in millions) 27 Noninterest income increased $23MM + $ 3MM Card fees + $ 3MM Fiduciary income + $ 3MM Customer derivative income + $ 2MM Commercial lending fees + $1MM Brokerage fees + $1MM Foreign Exchange income +$10MM Deferred comp (Other noninterest income; offset in noninterest expense) Noninterest Expenses Well-ControlledIncludes restructuring costs of $53MM 2Q16 compared to 1Q16 Noninterest expenses up $59MM + $53MM Restructuring expense - $1MM Salaries and Benefits + $10MM Deferred comp (offset in noninterest income)+ Annual merit+ Seasonal 401k contribution+ Incentives tied to revenue growth- Annual stock compensation- Seasonal payroll taxes + $5MM Outside processing fees + $3MM FDIC insurance premiums + $2MM Advertising - $8MM Gain on sale of leased assets(other noninterest expenses) 53 433 459 484 460 519 2Q15 3Q15 4Q15 1Q16 2Q16 Restructuring Noninterest Expenses($ in millions) 28

Strong Average Loan Growth Increased 2% quarter over quarter 2Q16 compared to 1Q16 ● 1Utilization of commercial commitments as a percentage of total commercial commitments at period-end Total Loans($ in billions) 48.8 49.0 48.5 48.4 49.5 49.4 50.4 3.20 3.17 3.24 3.38 3.31 2Q15 3Q15 4Q15 1Q16 2Q16 1Q16 2Q16 Loan Yields Average Balances Period-end Average loans increased $1.1B + Commercial Real Estate+ Mortgage Banker Finance+ National Dealer Services - EnergyPeriod-end loans increased $1.0BLoan yields -7 bps - Nonaccrual activity - Lease residual value adjustmentCommitments $53.7B  Declined $607MM (-$628MM Energy)  Line utilization1 up to 52.8%, with increases in Mortgage Banker & DealerStrong loan pipeline increase 29 Loans by Business and Market Average $ in billions ● 1Other Markets includes Florida, Arizona, the International Finance Division and businesses that have a significant presence outside of the three primary geographic markets  Middle Market: Serving companies with revenues generally between $20-$500MM  Corporate Banking: Serving companies (and their U.S. based subsidiaries) with revenues generally over $500MM  Small Business: Serving companies with revenues generally under $20MM By Line of Business 2Q16 1Q16 2Q15 Middle MarketGeneralEnergyNational Dealer ServicesEntertainmentTech. & Life SciencesEnvironmental Services $12.72.96.50.73.30.9 $12.83.16.20.73.30.9 $13.53.46.00.63.00.9 Total Middle Market $27.0 $27.0 $27.4 Corporate BankingUS BankingInternational 2.41.8 2.41.7 2.61.8 Mortgage Banker Finance 2.1 1.7 2.1 Commercial Real Estate 5.3 4.8 4.2 BUSINESS BANK $38.6 $37.6 $38.1 Small Business 3.9 3.9 3.9 Retail Banking 2.0 1.9 1.9 RETAIL BANK $5.9 $5.8 $5.8 Private Banking 5.0 5.0 4.9 WEALTH MANAGEMENT 5.0 5.0 $4.9 TOTAL $49.5 $48.4 $48.8 By Market 2Q16 1Q16 2Q15 Michigan $12.7 $12.8 $13.3 California 17.7 17.3 16.4 Texas 10.8 10.8 11.2 Other Markets1 8.3 7.5 7.9 TOTAL $49.5 $48.4 $48.8 30

Deposits StableDeposits costs unchanged 2Q16 compared to 1Q16 ● 1Interest costs on interest-bearing deposits ● 2At 6/30/16 Average Balances Period-end Total Deposits($ in billions) 57.4 59.1 59.7 56.7 56.5 56.4 56.4 0.14 0.14 0.14 0.14 0.14 2Q15 3Q15 4Q15 1Q16 2Q16 1Q16 2Q16 Deposit Rates 1 31 Average deposits declined $187MM + Retail Bank - Municipalities - Corporate Banking  Interest-bearing declined $511MM  Noninterest-bearing grew $324MM Period-end deposits stable Loan to Deposit Ratio2 of 89% Deposits by Business and Market Average $ in billions ● 1Other Markets includes Florida, Arizona, the International Finance Division and businesses that have a significant presence outside of the three primary geographic markets ● 2Finance/ Other includes items not directly associated with the geographic markets or the three major business segments  Middle Market: Serving companies with revenues generally between $20-$500MM  Corporate Banking: Serving companies (and their U.S. based subsidiaries) with revenues generally over $500MM  Small Business: Serving companies with revenues generally under $20MM By Line of Business 2Q16 1Q16 2Q15 Middle MarketGeneralEnergyNational Dealer ServicesEntertainmentTech. & Life SciencesEnvironmental Services $14.50.60.30.16.20.1 $14.90.60.30.26.20.1 $15.70.70.20.16.20.2 Total Middle Market $21.8 $22.3 23.1 Corporate BankingUS BankingInternational $2.12.0 $2.22.3 2.62.0 Mortgage Banker Finance 0.7 0.6 0.6 Commercial Real Estate 1.8 1.7 1.9 BUSINESS BANK $28.4 $29.1 $30.2 Small Business 3.2 3.1 2.9 Retail Banking 20.4 20.0 19.8 RETAIL BANK $23.6 $23.1 $22.7 Private Banking 4.2 4.2 4.1 WEALTH MANAGEMENT $4.2 $4.2 $4.1 Finance/ Other2 0.3 0.3 0.4 TOTAL $56.5 $56.7 $57.4 By Market 2Q16 1Q16 2Q15 Michigan $21.6 $21.7 $21.7 California 16.9 16.7 17.3 Texas 10.1 10.4 11.0 Other Markets1 7.6 7.6 7.0 Finance/ Other2 0.3 0.3 0.4 TOTAL $56.5 $56.7 $57.4 32

349 357 367 681 605 2,361 2,898 3,193 3,928 3,551 4.7 5.9 6.5 8.0 7.0 2Q15 3Q15 4Q15 1Q16 2Q16 NALsCriticized as a % of Total Loans Criticized Loans2($ in millions) Credit Quality Reflects Improvement in EnergyEnergy business line reserve allocation1 now over 8% 6/30/16 ●1Bank's entire allowance is available to cover any & all losses. Allocation of allowance for energy loans reflects ourrobust allowance methodology which contains quantitative and qualitative components ● 2Criticized loans are consistent withregulatory defined Special Mention, Substandard, Doubtful & Loss loan classifications ● 3Net credit-related charge-offs Allowance for Credit Losses($ in millions) 668 670 679 770 772 1.24 1.27 1.29 1.47 1.45 2Q15 3Q15 4Q15 1Q16 2Q16 Allowance for Loan Losses as a % of total loans $ in millions Ex-Energy TotalTotal loans $47,639 $50,380% of total 95% 100% Criticized2 1,999 3,551Ratio 4.2% 7.0%Q/Q change (96) (377) Nonaccrual 259 605Ratio 0.5% 1.2%Q/Q change 1 (76) Net charge-offs3 15 47Ratio 0.13% 0.38% $ in millions Loans Criticized NAL 2Q16 NCO3 E&P $1,911 $1,239 $307 $8 Midstream 467 79 12 9 Services 363 234 27 15 Total Energy $2,741 $1,552 $346 $32 Q/Q change (356) (281) (77) (10) Energy Credit Metrics Portfolio Credit Metrics 33 0.3 0.4 0.6 1.1 1.4 1.4 1.8 2.0 2.5 3.1 3.3 3.3 2012 2013 2014 2015 1Q16 2Q16 Equity Fund Services Technology and Life Sciences20+ Years experience provides competitive advantage Technology & Life Sciences Avg. Loans($ in billions) Customer Segment Overview(based on period-end loans)  Strong relationships with top-tier investors  Granular portfolio: ~800 customers (including ~190 customers in Equity Fund Services)  Closely monitor cash balances  Numerous verticals, many with concentration limits• Ad tech ● Cyber security• Software ● Life sciences Net Charge-off Ratio1(In basis points) Total $3.3B 57 61 89 108 86 45 2012 2013 2014 2015 1Q16 2Q16 Early Stage~10% Growth~25% Late Stage~20% Equity Fund Services~40% Leveraged Finance~5% l .2 6/30/16 ● 1TLS net charge-offs to avg. TLS loans 34

National Dealer Services65+ years of floor plan lending Toyota/Lexus16% Honda/Acura 14% Ford 11% GM 8% Chrysler 10% Mercedes 3% Nissan/ Infiniti 6% Other European 11% Other Asian 12% Other19% Franchise Distribution(Based on period-end loan outstandings) Geographic DispersionCalifornia 65% Texas 7%Michigan 18% Other 10% Average Loans($ in billions)  Top tier strategy  Focus on “Mega Dealer” (five or more dealerships in group)  Strong credit quality  Robust monitoring of company inventory and performance 1.7 1.3 1.5 1.9 2.3 2.3 2.5 2.8 3.1 2.9 3.2 3.2 3.5 3.2 3.4 3.5 3.6 3.5 3.7 3.8 4.0 3.6 3.1 3.4 3.8 4. 3 4.3 4.6 4.9 5.1 4.9 5. 3 5.3 5.7 5.5 5.7 5.9 6.0 6.0 6.2 6.2 6.5 2Q1 1 3Q1 1 4Q1 1 1Q1 2 2Q1 2 3Q1 2 4Q1 2 1Q1 3 2Q1 3 3Q1 3 4Q1 3 1Q1 4 2Q1 4 3Q1 4 4Q1 4 1Q1 5 2Q1 5 3Q1 5 4Q1 5 1Q1 6 2Q1 6 Floor Plan Total $6.6B 6/30/16 ● 1Other includes obligations where a primary franchise is indeterminable (rental car and leasing companies, heavy truck, recreational vehicles, and non-floor plan loans) 35 6/30/16 ● 1Source: Mortgage Bankers Association (MBA) Mortgage Finance Forecast as of 8/18/16 ● 2$ in billions ● 3Based on MBA annual mortgage origination estimates 614 9 23 1,53 5 1,48 3 1,50 7 1,99 6 2,09 4 1,73 7 1,81 5 1,60 5 1,10 9 886 1, 319 1,5 95 1,39 7 1,39 9 2, 089 2,13 6 1,74 2 1,67 4 2,14 5 200300 400500 600700 800900 2Q1 1 3Q1 1 4Q1 1 1Q1 2 2Q1 2 3Q1 2 4Q1 2 1Q1 3 2Q1 3 3Q1 3 4Q1 3 1Q1 4 2Q1 4 3Q1 4 4Q1 4 1Q1 5 2Q1 5 3Q1 5 4Q1 5 1Q1 6 2Q1 6 Actual MBAMortgageOriginationVolumes Average Loans($ in millions) Mortgage Banker Finance50 Years experience with reputation for consistent, reliable approach MBA Mortgage Originations Forecast1($ in billions) 461 426 405 350 510 561 395 346 419 2Q15Actual 3Q15Actual 4Q15Actual 1Q16Actual 2Q16Actual 3Q16 4Q16 1Q17 2Q17 Purchase Refinance 1,2  Provide warehouse financing: bridge from residential mortgage origination to sale to end market  Extensive backroom provides collateral monitoring and customer service  Focus on full banking relationships  Granular portfolio with 100+ relationships  Market share more than doubled over past six years3  Underlying mortgages are typically related to home purchases as opposed to refinancesAs of 2Q16: • Comerica: ~75% purchase • Industry: 54% purchase1  Strong credit quality• No charge-offs since 2010 36

Shared National Credit (SNC) Relationships 6/30/16 ● SNCs are not a line of business. The balances shown above are included in the line of business balances. ● SNCs are facilities greater than $20 million shared by three or more federally supervised financial institutions which are reviewed by regulatory authorities at the agent bank level  SNC loans stable over 1Q16  SNC relationships included in business line balances  Approximately 740 borrowers  Comerica is agent for approx. 20%  Strategy: Pursue full relationships with ancillary business  Adhere to same credit underwriting standards as rest of loan book Period-end Loans($ in billions) Commercial Real Estate$1.0 9% Corporate Banking$2.3 22% General$2.0 19% National Dealer Services$0.5 5% Energy$2.6 25% Entertainment$0.3 3% Environmental Services$0.3 3% Tech. & Life Sciences$1.0 9% Mortgage Banker$0.6 5% = Total Middle Market (64%) Total$10.6 37 Securities Portfolio($ in billions) 6/30/16 ● 1Estimated as of 6/30/16. Excludes auction rate securities (ARS). ● 2Net unrealized pre-tax gain on the available-for-sale (AFS) portfolio ● 3Net unamortized premium on the MBS portfolio 9.1 9.1 9.2 9.4 9.3 9.5 9.5 9.9 10.2 10.9 12.4 12.3 12.5 12.5 2.13 2.11 2.11 2.05 2.03 2Q15 3Q15 4Q15 1Q16 2Q16 1Q16 2Q16 Treasury Securities & OtherMortgage-backed Securities (MBS)Securities Yields Average Balances Period-end Securities Portfolio StableModest pressure on yield 38 Securities portfolio  Duration of 3.1 years1• Extends to 3.9 years under a 200 bps instantaneous rate increase1  Net unrealized pre-tax gain of $219MM2  Net unamortized premium of $32MM3  GNMA ~40% of MBS portfolio

Equity$7.7 11% Interest-Bearing Deposits$27.8 40% Noninterest-Bearing Deposits$28.6 41% Wholesale Debt$5.9 8% Funding and Maturity Profile 6/30/16 ● 12026 maturity ● 2Face value at maturity  Wholesale debt markets  Federal Home Loan Bank of Dallas• $2.8B outstanding1• $3.2B remaining borrowing capacity  Brokered deposits• $-0-outstanding  Fed funds/ Repo markets Multiple Funding Sources Debt Profile by Maturity2($ in millions) 650 500 350 4,225 2016 2017 2019 2020+ Subordinated NotesSenior NotesFHLB Advance Funding ProfileAt June 30, 2016($ in billions) 1 39 Senior Unsecured/Long-Term Issuer Rating Moody’s S&P Fitch BB&T A2 A- A+ Cullen Frost A3 A- -- M&T Bank A3 A- A Comerica A3 BBB+ A BOK Financial Corporation A3 BBB+ A Huntington Baa1 BBB A- Fifth Third Baa1 BBB+ A KeyCorp Baa1 BBB+ A- SunTrust Baa1 BBB+ A- First Horizon National Corp Baa3 BB+ BBB- Regions Financial Baa3 BBB BBB Zions Bancorporation Ba1 BBB- BBB- U.S. Bancorp A1 A+ AA Wells Fargo & Company A2 A AA- PNC Financial Services Group A3 A- A+ JP Morgan A3 A- A+ Bank of America Baa1 BBB+ A Holding Company Debt Rating As of 9/8/16 ● Source: SNL Financial ● Debt Ratings are not a recommendation to buy, sell, or hold securities Pee r Ba nks Larg e Ba nks 40

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.● 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 Supplemental Financial DataReconciliation of non-GAAP financial measures with financial measures defined by GAAP ($ in millions) 6/30/16 3/31/16 12/31/15 06/30/15 12/31/14 12/31/13 12/31/12 12/31/11Common shareholders’ equityLess: GoodwillLess: Other intangible assets $7,69463512 $7,64463513 $7,56063514 $7,52363515 $7,40263515 $7,15063517 $6,93963522 $6,86563532 Tangible common equity $7,047 $6,966 $6,911 $6,873 $6,752 $6,498 $6,282 $6,198 Total assetsLess: GoodwillLess: Other intangible assets $71,28063512 $69,00763513 $71,87763514 $69,94563515 $69,18663515 $65,22463517 $65,06663522 $61,00563532 Tangible assets $70,633 $68,359 $71,228 $69,295 $68,536 $64,572 $64,409 $60,338Common equity ratio 10.79% 11.08% 10.52% 10.76 10.70% 10.97% 10.67% 11.26%Tangible common equity ratio 9.98 10.23 9.70 9.92 9.85 10.07 9.76 10.27 Common shareholders’ equity $7,694 $7,644 $7,560 $7,523 $7,402 $7,150 $6,939 $6,865Tangible common equity 7,047 6,996 6,911 6,873 6,752 6,498 6,282 6,198Shares of common stock outstanding (in millions) 174 175 176 178 179 182 188 197Common shareholders’ equity per share of common stock $44.24 $43.66 $43.03 $42.18 $41.35 $39.22 $36.86 $34.79Tangible common equity per share of common stock 40.52 39.96 39.33 38.53 37.72 35.64 33.36 31.40 41 42