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): October 20, 2020

COMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	1-10706	38-1998421
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(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))

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 September 30, 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 October 20, 2020

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

October 20, 2020

EX-99.1

Dallas, TX/October 20, 2020

THIRD QUARTER 2020 NET INCOME OF $211 MILLION, $1.44 PER SHARE

Earnings per Share Increased 80 percent Compared to Second Quarter

Net Income Increased $98 Million, or 87%

Deposit Growth Continued As Customers Conserved Cash

Average Noninterest-Bearing Deposits Increased $3.2 Billion

Credit Quality Remained Strong

Net Charge-offs of 26 Basis Points and Nonperforming Assets Below Historic Levels

“Our third quarter earnings of $211 million, or $1.44 per share, reflected the resiliency of our relationship-focused business model,” said Curt C. Farmer, Comerica Chairman, President and Chief Executive Officer. “Our customers are acting prudently by conserving cash and adjusting their operations, which resulted in a reduction in loans and continued deposit growth. The allowance for credit losses remained near 2 percent of total loans, resulting in a provision of $5 million, and reflected lower loan balances, along with our portfolio’s stable performance and an improving, yet uncertain, economic path. The impact from lower interest rates on net interest income waned, card fees remained robust and other fee income categories began to recover. Expenses were well-controlled and included a $4 million increase in charitable contributions. Our book value per share grew to $53.78, the seventh consecutive quarterly increase, and we remain focused on continuing to enhance shareholder value.

“The unwavering dedication of our team to provide a high-level of customer service as well as support each other and our communities during this unprecedented time continues to be a source of pride. As previously announced, we have significantly increased our commitment to help small businesses and communities that have been impacted by the pandemic. Since early March, Comerica, together with the Comerica Charitable Foundation, has distributed over $9 million to over 150 non-profit and other community service organizations. With strong liquidity and capital levels, together with our experience and deep expertise, we are well-positioned to assist our customers and communities, as we continue to build and solidify enduring relationships.”

(dollar amounts in millions, except per share data)	3rd Qtr '20			2nd Qtr '20			3rd Qtr '19
FINANCIAL RESULTS
Net interest income	$	458		$	471		$	586
Provision for credit losses	5			138			35
Noninterest income	252			247			256
Noninterest expenses	446			440			435
Pre-tax income	259			140			372
Provision for income taxes	48			27			80
Net income	$	211		$	113		$	292
Diluted earnings per common share	$	1.44		$	0.80		$	1.96
Average loans	52,013			53,498			50,887
Average deposits	68,763			64,282			55,716
Return on average assets	0.99		%	0.55		%	1.61		%
Return on average common shareholders' equity	10.84			6.09			15.97
Net interest margin	2.33			2.50			3.52
Common equity Tier 1 capital ratio (a)	10.26			9.99			9.96
Tier 1 capital ratio (a)	10.86			10.58			9.96
Common equity ratio	8.94			8.78			9.88
Common shareholders' equity per share of common stock	$	53.78		$	53.28		$	49.96
Tangible common equity per share of common stock (b)	49.20			48.69			45.52

(a)Estimated for September 30, 2020; reflects deferral of CECL model impact as calculated per regulatory guidance.

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

Third Quarter 2020 Compared to Second Quarter 2020 Overview

Balance sheet items discussed in terms of average balances.

Loans decreased $1.5 billion, or 3 percent, to $52.0 billion.

•Increase of $307 million in Mortgage Banker Finance primarily due to elevated activity was more than offset by decreases of $910 million in National Dealer Services due to an imbalance in supply and demand resulting in lower inventory, $476 million in Corporate Banking as customers reduced liquidity safeguards and $384 million in General Middle Market related to lower working capital and capital expenditure needs.

◦The average balance of Paycheck Protection Program (PPP) loans increased $1.2 billion to $3.8 billion, reflecting the full impact of the prior quarter's origination activity.

•Average yield on loans decreased 13 basis points to 3.13 percent, reflecting lower interest rates.

Securities increased $1.2 billion, or 10 percent, to $13.9 billion.

•Invested a portion of excess liquidity in $1.8 billion of U.S. Treasury bonds and $500 million of mortgage-backed securities, and reinvested $1.0 billion in securities repayments during the third quarter.

•Average yield on securities decreased 28 basis points to 2.13 percent, reflecting lower interest rates and the increase in lower-yielding U.S. Treasury securities.

Deposits increased $4.5 billion, or 7 percent, to $68.8 billion.

•Growth in nearly every business line, including an increase of $3.2 billion in noninterest-bearing deposits as customers conserve cash in an uncertain economy.

•The average cost of interest-bearing deposits decreased 9 basis points to 17 basis points, reflecting prudent management of relationship pricing in a lower rate environment.

Net interest income decreased $13 million to $458 million.

•The benefit from lower wholesale funding and deposit costs, as well as higher loan fees and one additional day in the quarter, was more than offset by the impact from loans due to the decline in interest rates and reduced balances.

Provision for credit losses decreased $133 million to $5 million.

•The allowance for credit losses decreased $28 million to $1.0 billion, primarily reflecting a decline in period-end loan balances. As a percentage of total loans, the allowance for credit losses was relatively stable at 1.98 percent as the uncertainty of the COVID-19 pandemic impact remained unchanged. Excluding PPP loans, allowance for credit losses totaled 2.14 percent of total loans.

•Net loan charge-offs decreased $17 million to $33 million, or 0.26 percent of average loans.

Noninterest income increased $5 million to $252 million.

•Increases of $5 million in service charges on deposit accounts and $3 million in card fees, as well as smaller increases in other categories, partially offset by decreases of $10 million in customer derivative income and $2 million each in securities trading and investment banking fees.

•Additionally, included increases of $6 million from deferred compensation asset returns (offset in noninterest expenses) and $3 million from bank-owned life insurance.

Noninterest expenses increased $6 million to $446 million.

•Increases of $8 million in salaries and benefits expense, $4 million in charitable contributions and $3 million in occupancy expense, partially offset by decreases of $4 million in outside processing fee expense and $3 million in operational and litigation-related costs.

◦The increase in salaries and benefits expense primarily reflected higher staff insurance expense and a $6 million increase in deferred compensation expense (offset in noninterest income).

Capital position remained solid with a common equity Tier 1 capital ratio of 10.26 percent and a Tier 1 capital ratio of 10.86 percent.

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

•Declared dividend of $8 million on preferred stock, payable October 1, 2020, for the long first dividend period from May 26, 2020 to October 1, 2020.

2

Third Quarter 2020 Compared to Third Quarter 2019 Overview

Balance sheet items discussed in terms of average balances.

Loans increased $1.1 billion, or 2 percent.

•Increases in Mortgage Banker Finance, Commercial Real Estate, Business Banking and Personal Banking were partially offset by decreases in National Dealer Services and Energy.

•Average yield on loans declined 170 basis points, consistent with the lower interest rate environment.

Deposits increased $13.0 billion, or 23 percent.

•Included $9.6 billion, or 36 percent, increase in noninterest-bearing deposits.

•Interest-bearing deposit costs declined 82 basis points, with prudent management of relationship pricing in a lower rate environment.

Net interest income decreased $128 million.

•Primarily due to the impact of lower short-term rates.

Provision for credit losses, calculated using the CECL model effective first quarter 2020, decreased $30 million.

•Allowance for credit losses increased $357 million, or 66 basis points as a percentage of total loans, reflecting the expected impact of the COVID-19 pandemic and sustained pressures on Energy.     

Noninterest income decreased $4 million.

•Increases in securities trading income, deferred compensation asset returns (offset in noninterest expenses) and card fees were more than offset by decreases in customer derivative income, service charges on deposit accounts, commercial lending fees (primarily syndication fees), brokerage service fees, fiduciary income and income on principal investing and warrants.

Noninterest expenses increased $11 million.

•Increases in software expense, which included a $9 million reclassification from outside processing fee expense due to a change in accounting classification effective first quarter 2020, salaries and benefits expense and charitable contributions as well as smaller increases in various categories.

3

Net Interest Income

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

(dollar amounts in millions)	3rd Qtr '20			2nd Qtr '20			3rd Qtr '19
Net interest income	$	458		$	471		$	586
Net interest margin	2.33		%	2.50		%	3.52		%
Selected balances:
Total earning assets	$	78,555		$	75,989		$	66,285
Total loans	52,013			53,498			50,887
Total investment securities	13,850			12,642			12,203
Federal Reserve Bank deposits	12,260			9,483			2,834
Total deposits	68,763			64,282			55,716
Total noninterest-bearing deposits	35,934			32,686			26,339
Short-term borrowings	218			882			268
Medium- and long-term debt	5,940			7,206			7,100

Net interest income decreased $13 million, and net interest margin decreased 17 basis points, compared to second quarter 2020.

•Interest income on loans decreased $26 million and reduced net interest margin by 13 basis points, primarily due to the impact of lower short-term rates (-$21 million, -11 basis points) and lower loan balances (-$14 million, -4 basis points), which were partially offset by higher loan fees (+$5 million, +2 basis points) and one more day in the quarter (+$4 million).

•Interest income on investment securities decreased $2 million and reduced net interest margin by 2 basis points primarily due to the impact of lower rates. The increase in securities to invest excess liquidity contributed $1 million in interest income but reduced margin by 1 basis point.

•Interest income on short-term investments increased $1 million and reduced net interest margin by 9 basis points, reflecting an increase in lower-yielding deposits with the Federal Reserve Bank.

•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 $9 million due to reduced balances (+$5 million, +2 basis points) and lower rates (+$4 million, +2 basis points).

The net impact of lower rates, including the change to deposit rates, to the third quarter of 2020 net interest income was a reduction of $15 million and 7 basis points to the net interest margin.

4

Credit Quality

"Comerica has a strong credit culture with conservative underwriting standards which has served us well in times of economic stress," said Farmer. "We are leveraging our experience and deep expertise, working closely with our customers, reviewing their financial performance and assessing their financial needs. During the current period of unprecedented disruption, our portfolio has performed well. Nonaccrual loans remain well below historic norms and net charge-offs were only 26 basis points in the third quarter. However, while the economy has been improving, given the uncertainty regarding the pace of recovery, our credit reserves remain at over $1.0 billion, resulting in a coverage ratio of close to 2 percent."

(dollar amounts in millions)	3rd Qtr '20			2nd Qtr '20			3rd Qtr '19
Credit-related charge-offs	$	53		$	57		$	61
Recoveries	20			7			19
Net credit-related charge-offs	33			50			42
Net credit-related charge-offs/Average total loans	0.26		%	0.37		%	0.33		%
Provision for credit losses	$	5		$	138		$	35
Nonperforming loans	325			271			226
Nonperforming assets (NPAs)	335			282			229
NPAs/Total loans and foreclosed property	0.64		%	0.53		%	0.44		%
Loans past due 90 days or more and still accruing	$	29		$	41		$	31
Allowance for loan losses	978			1,007			652
Allowance for credit losses on lending-related commitments (a)	60			59			29
Total allowance for credit losses	1,038			1,066			681
Allowance for loan losses/Period-end total loans	1.87		%	1.88		%	1.27		%
Allowance for loan losses/Period-end total loans excluding PPP loans	2.01			2.03			n/a
Allowance for credit losses/Period-end total loans	1.98			1.99			1.32
Allowance for credit losses/Period-end total loans excluding PPP loans	2.14			2.15			n/a
Allowance for credit losses/Nonperforming loans	3.2x			3.9x			3.0x

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

n/a - not applicable

•The allowance for credit losses decreased $28 million to $1.0 billion, or 1.98 percent of total loans, primarily reflecting a decline in period-end loans. Additionally, the uncertainty of the COVID-19 pandemic, including the economic impacts of social distancing, remained unchanged. Excluding PPP loans, which are guaranteed by the Small Business Administration, allowance for credit losses totaled 2.14 percent of total loans.

◦Energy loans totaled $1.8 billion, or 4 percent of total loans at September 30, 2020. The allocation of reserves for Energy loans remained over 10 percent.

•Criticized loans remained at $3.4 billion, or 7 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 $102 million to $720 million, or 21 percent of total criticized loans; 39 percent of Energy loans are criticized.

•Nonperforming assets increased $53 million to $335 million. Nonperforming assets as a percentage of total loans and foreclosed property increased to 0.64 percent compared to 0.53 percent in second quarter 2020.

◦Nonperforming Energy loans increased $39 million to $141 million.

•Net charge-offs were $33 million, or 0.26 percent of average loans.

◦Energy net charge-offs, which included $14 million in recoveries, totaled $9 million, compared to $45 million in second quarter 2020.

•Pandemic-related payment deferrals totaled $385 million, or 0.74 percent of total loans at September 30, 2020, primarily in commercial loans.

5

Outlook for Fourth Quarter 2020 Compared to Third Quarter 2020

This outlook is based on management expectations for gradual improvement in economic conditions. While some modest forgiveness of PPP loans is expected by the end of the year, given the current level of uncertainty, any impact from loan forgiveness on loans, net interest income and expenses is excluded from this outlook.

•Decline in average loans reflects decreases in Mortgage Banker Finance due to a reduction in activity and the cyclical impacts on Middle Market, Large Corporate and Energy, partially offset by growth in National Dealer Services as inventory levels begin to slowly rebuild.

•Average deposits to remain strong and relatively stable (excluding the benefit of possible additional fiscal stimulus).

•Net interest income relatively stable with lower loan balances as well as the impact of lower LIBOR and securities yields, mostly offset by careful management of loan and deposit pricing, the full quarter benefit of the larger securities portfolio and lower wholesale funding.

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

•Decrease in noninterest income as third quarter levels of deferred compensation, securities trading income and bank-owned life insurance not to repeat. Reduced card fees as economic stimulus benefits recede, offset by growth in several fee categories due to improving economic conditions.

•Increase in noninterest expenses reflects technology projects and seasonal impact of staff insurance, mostly offset by third quarter levels of deferred compensation and charitable contributions not expected to repeat.

•Maintain strong capital levels with a focus on supporting growth as well as providing an attractive return to our shareholders.

6

Business Segments

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 September 30, 2020. A discussion of business segment and geographic market year-to-date results will be included in Comerica's Third Quarter 2020 Form 10-Q.

Conference Call and Webcast

Comerica will host a conference call to review third quarter 2020 financial results at 7 a.m. CT Tuesday, October 20, 2020. Interested parties may access the conference call by calling (800) 309-2262 or (706) 679-5261 (Event ID No. 4658569). 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 65 of Comerica's Quarterly Report on Form 10-Q for the quarter ended June 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

CONSOLIDATED FINANCIAL HIGHLIGHTS (unaudited)
Comerica Incorporated and Subsidiaries
	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
(in millions, except per share data)	2020			2020			2019			2020			2019
PER COMMON SHARE AND COMMON STOCK DATA
Diluted earnings per common share	$	1.44		$	0.80		$	1.96		$	1.78		$	6.02
Cash dividends declared	0.68			0.68			0.67			2.04			2.01
Average diluted shares (in thousands)	139,673			139,453			148,079			140,243			153,562
PERFORMANCE RATIOS
Return on average common shareholders' equity	10.84		%	6.09		%	15.97		%	4.50		%	16.94		%
Return on average assets	0.99			0.55			1.61			0.43			1.75
Efficiency ratio (a)	62.79			61.14			51.54			60.10			50.66
CAPITAL
Common equity tier 1 capital (b), (c)	$	6,805		$	6,698		$	6,892
Tier 1 capital (b), (c)	7,199			7,093			6,892
Risk-weighted assets (b)	66,299			67,052			69,223
Common equity tier 1 capital ratio (b), (c)	10.26		%	9.99		%	9.96		%
Tier 1 capital ratio (b), (c)	10.86			10.58			9.96
Total capital ratio (b)	13.14			12.95			11.95
Leverage ratio (b)	8.59			8.75			9.63
Common shareholders' equity per share of common stock	$	53.78		$	53.28		$	49.96
Tangible common equity per share of common stock (c)	49.20			48.69			45.52
Common equity ratio	8.94		%	8.78		%	9.88		%
Tangible common equity ratio (c)	8.24			8.08			9.09
AVERAGE BALANCES
Commercial loans	$	32,226		$	33,944		$	32,329		$	32,289		$	32,135
Real estate construction loans	4,037			3,887			3,344			3,830			3,301
Commercial mortgage loans	9,978			9,800			9,264			9,806			9,108
Lease financing	601			592			578			592			548
International loans	1,052			1,137			1,007			1,064			1,015
Residential mortgage loans	1,961			1,895			1,920			1,904			1,943
Consumer loans	2,158			2,243			2,445			2,221			2,464
Total loans	52,013			53,498			50,887			51,706			50,514
Earning assets	78,555			75,989			66,285			74,030			65,604
Total assets	84,268			81,644			71,736			79,742			70,927
Noninterest-bearing deposits	35,934			32,686			26,339			31,809			26,535
Interest-bearing deposits	32,829			31,596			29,377			31,482			28,374
Total deposits	68,763			64,282			55,716			63,291			54,909
Common shareholders' equity	7,439			7,436			7,254			7,438			7,332
Total shareholders' equity	7,834			7,592			7,254			7,622			7,332
NET INTEREST INCOME
Net interest income	$	458		$	471		$	586		$	1,442		$	1,795
Net interest margin	2.33		%	2.50		%	3.52		%	2.61		%	3.65		%
CREDIT QUALITY
Nonperforming assets	$	335		$	282		$	229
Loans past due 90 days or more and still accruing	29			41			31
Net credit-related charge-offs	33			50			42			$	167		$	86
Allowance for loan losses	978			1,007			652
Allowance for credit losses on lending-related commitments	60			59			29
Total allowance for credit losses (d)	1,038			1,066			681
Allowance for credit losses as a percentage of total loans	1.98		%	1.99		%	1.32		%
Net credit-related charge-offs as a percentage of average total loans	0.26			0.37			0.33			0.43		%	0.22		%
Nonperforming assets as a percentage of total loans and foreclosed property	0.64			0.53			0.44
Allowance for credit losses as a multiple of total nonperforming loans	3.2x			3.9x			3.0x
OTHER KEY INFORMATION
Number of banking centers	433			434			436
Number of employees - full time equivalent	7,738			7,777			7,725

(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 September 30, 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 September 30, 2020 and June 30, 2020 calculated using the CECL model effective first quarter 2020.

9

CONSOLIDATED BALANCE SHEETS
Comerica Incorporated and Subsidiaries
	September 30,		June 30,		December 31,		September 30,
(in millions, except share data)	2020		2020		2019		2019
	(unaudited)		(unaudited)				(unaudited)
ASSETS
Cash and due from banks	$	988	$	1,048	$	973	$	1,229
Interest-bearing deposits with banks	10,153		12,263		4,845		2,888
Other short-term investments	160		153		155		146
Investment securities available-for-sale	15,090		12,759		12,398		12,429
Commercial loans	32,604		33,826		31,473		32,890
Real estate construction loans	4,146		3,952		3,455		3,377
Commercial mortgage loans	10,002		9,925		9,559		9,234
Lease financing	601		589		588		578
International loans	923		1,104		1,009		1,055
Residential mortgage loans	1,927		1,886		1,845		1,906
Consumer loans	2,166		2,164		2,440		2,451
Total loans	52,369		53,446		50,369		51,491
Less allowance for loan losses	(978)		(1,007)		(637)		(652)
Net loans	51,391		52,439		49,732		50,839
Premises and equipment	456		450		457		467
Accrued income and other assets	5,393		5,285		4,842		4,850
Total assets	$	83,631	$	84,397	$	73,402	$	72,848
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing deposits	$	36,533	$	35,582	$	27,382	$	27,134
Money market and interest-bearing checking deposits	26,948		26,895		24,527		23,992
Savings deposits	2,588		2,500		2,184		2,156
Customer certificates of deposit	2,300		2,656		2,978		2,853
Other time deposits	—		—		133		647
Foreign office time deposits	90		87		91		27
Total interest-bearing deposits	31,926		32,138		29,913		29,675
Total deposits	68,459		67,720		57,295		56,809
Short-term borrowings	10		752		71		51
Accrued expenses and other liabilities	1,534		1,602		1,440		1,477
Medium- and long-term debt	5,754		6,521		7,269		7,311
Total liabilities	75,757		76,595		66,075		65,648
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 9/30/20 and 6/30/20	394		395		—		—
Common stock - $5 par value:
Authorized - 325,000,000 shares
Issued - 228,164,824 shares	1,141		1,141		1,141		1,141
Capital surplus	2,179		2,173		2,174		2,172
Accumulated other comprehensive income (loss)	116		158		(235)		(336)
Retained earnings	9,511		9,404		9,538		9,369
Less cost of common stock in treasury - 89,095,470 shares at 9/30/20, 89,124,560 shares at 6/30/20, 86,069,234 shares at 12/31/19 and 84,028,400 shares at 9/30/19	(5,467)		(5,469)		(5,291)		(5,146)
Total shareholders' equity	7,874		7,802		7,327		7,200
Total liabilities and shareholders' equity	$	83,631	$	84,397	$	73,402	$	72,848

10

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Comerica Incorporated and Subsidiaries
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions, except per share data)	2020		2019		2020		2019
INTEREST INCOME
Interest and fees on loans	$	408	$	619	$	1,359	$	1,875
Interest on investment securities	72		75		220		222
Interest on short-term investments	4		17		25		51
Total interest income	484		711		1,604		2,148
INTEREST EXPENSE
Interest on deposits	15		73		91		192
Interest on short-term borrowings	—		2		1		9
Interest on medium- and long-term debt	11		50		70		152
Total interest expense	26		125		162		353
Net interest income	458		586		1,442		1,795
Provision for credit losses	5		35		554		66
Net interest income after provision for credit losses	453		551		888		1,729
NONINTEREST INCOME
Card fees	71		67		198		195
Fiduciary income	51		53		157		154
Service charges on deposit accounts	47		51		138		153
Commercial lending fees	19		23		53		66
Foreign exchange income	9		11		29		33
Bank-owned life insurance	12		11		33		31
Letter of credit fees	9		10		27		29
Brokerage fees	5		7		17		21
Net securities losses	—		—		—		(8)
Other noninterest income	29		23		84		70
Total noninterest income	252		256		736		744
NONINTEREST EXPENSES
Salaries and benefits expense	257		253		748		763
Outside processing fee expense	58		66		177		194
Occupancy expense	40		39		114		113
Software expense	39		30		115		87
Equipment expense	12		13		36		37
Advertising expense	9		10		24		24
FDIC insurance expense	8		6		24		17
Other noninterest expenses	23		18		73		57
Total noninterest expenses	446		435		1,311		1,292
Income before income taxes	259		372		313		1,181
Provision for income taxes	48		80		54		252
NET INCOME	211		292		259		929
Less:
Income allocated to participating securities	—		2		1		5
Preferred stock dividends	8		—		8		—
Net income attributable to common shares	$	203	$	290	$	250	$	924
Earnings per common share:
Basic	$	1.45	$	1.98	$	1.79	$	6.08
Diluted	1.44		1.96		1.78		6.02
Comprehensive income	169		338		610		1,202
Cash dividends declared on common stock	94		97		284		302
Cash dividends declared per common share	0.68		0.67		2.04		2.01

11

CONSOLIDATED QUARTERLY STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Comerica Incorporated and Subsidiaries
	Third		Second		First		Fourth		Third		Third Quarter 2020 Compared to:
	Quarter		Quarter		Quarter		Quarter		Quarter		Second Quarter 2020				Third Quarter 2019
(in millions, except per share data)	2020		2020		2020		2019		2019		Amount		Percent		Amount		Percent
INTEREST INCOME
Interest and fees on loans	$	408	$	434	$	517	$	564	$	619	$	(26)	(6)	%	$	(211)	(34)	%
Interest on investment securities	72		74		74		75		75		(2)		(2)		(3)		(3)
Interest on short-term investments	4		3		18		20		17		1		20		(13)		(80)
Total interest income	484		511		609		659		711		(27)		(5)		(227)		(32)
INTEREST EXPENSE
Interest on deposits	15		20		56		70		73		(5)		(31)		(58)		(81)
Interest on short-term borrowings	—		1		—		—		2		(1)		n/m		(2)		n/m
Interest on medium- and long-term debt	11		19		40		45		50		(8)		(41)		(39)		(77)
Total interest expense	26		40		96		115		125		(14)		(36)		(99)		(79)
Net interest income	458		471		513		544		586		(13)		(3)		(128)		(22)
Provision for credit losses	5		138		411		8		35		(133)		(96)		(30)		(86)
Net interest income after provision for credit losses	453		333		102		536		551		120		37		(98)		(18)
NONINTEREST INCOME
Card fees	71		68		59		62		67		3		3		4		6
Fiduciary income	51		52		54		52		53		(1)		(1)		(2)		(4)
Service charges on deposit accounts	47		42		49		50		51		5		10		(4)		(9)
Commercial lending fees	19		17		17		25		23		2		13		(4)		(17)
Foreign exchange income	9		9		11		11		11		—		—		(2)		(15)
Bank-owned life insurance	12		9		12		10		11		3		29		1		11
Letter of credit fees	9		9		9		9		10		—		—		(1)		(7)
Brokerage fees	5		5		7		7		7		—		—		(2)		(30)
Net securities gains (losses)	—		1		(1)		1		—		(1)		n/m		—		—
Other noninterest income	29		35		20		39		23		(6)		(19)		6		18
Total noninterest income	252		247		237		266		256		5		2		(4)		(2)
NONINTEREST EXPENSES
Salaries and benefits expense	257		249		242		257		253		8		3		4		1
Outside processing fee expense	58		62		57		70		66		(4)		(5)		(8)		(11)
Occupancy expense	40		37		37		41		39		3		9		1		2
Software expense	39		39		37		30		30		—		—		9		33
Equipment expense	12		12		12		13		13		—		—		(1)		(1)
Advertising expense	9		8		7		10		10		1		29		(1)		(4)
FDIC insurance expense	8		8		8		6		6		—		—		2		23
Other noninterest expenses	23		25		25		24		18		(2)		(11)		5		22
Total noninterest expenses	446		440		425		451		435		6		2		11		3
Income (loss) before income taxes	259		140		(86)		351		372		119		85		(113)		(31)
Provision (benefit) for income taxes	48		27		(21)		82		80		21		75		(32)		(41)
NET INCOME (LOSS)	211		113		(65)		269		292		98		87		(81)		(28)
Less:
Income allocated to participating securities	—		1		—		2		2		(1)		n/m		(2)		n/m
Preferred stock dividends	8		—		—		—		—		8		n/m		8		n/m
Net income (loss) attributable to common shares	$	203	$	112	$	(65)	$	267	$	290	$	91	80%		$	(87)	(31)	%
Earnings (losses) per common share:
Basic	$	1.45	$	0.81	$	(0.46)	$	1.87	$	1.98	$	0.64	80	%	$	(0.53)	(27)	%
Diluted	1.44		0.80		(0.46)		1.85		1.96		0.64		80		(0.52)		(26)
Comprehensive income	169		97		344		370		338		72		74		(169)		(50)
Cash dividends declared on common stock	94		98		94		96		97		(4)		(4)		(3)		(3)
Cash dividends declared per common share	0.68		0.68		0.68		0.67		0.67		—		—		0.01		1

n/m - not meaningful

12

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES (unaudited)
Comerica Incorporated and Subsidiaries
	2020									2019
(in millions)	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr
Balance at beginning of period:
Allowance for loan losses	$	1,007		$	916		$	637		$	652		$	657
Allowance for credit losses on lending-related commitments	59			62			31			29			31
Allowance for credit losses	1,066			978			668			681			688
Cumulative effect of change in accounting principle	—			—			(17)			—			—
Loan charge-offs:
Commercial	53			55			87			24			59
Commercial mortgage	—			1			—			2			—
Residential mortgage	—			—			—			—			1
Consumer	—			1			2			1			1
Total loan charge-offs	53			57			89			27			61
Recoveries on loans previously charged-off:
Commercial	17			5			3			3			17
Commercial mortgage	1			1			2			1			—
International	—			—			—			1			—
Residential mortgage	—			—			—			—			1
Consumer	2			1			—			1			1
Total recoveries	20			7			5			6			19
Net loan charge-offs	33			50			84			21			42
Provision for credit losses:
Provision for loan losses	4			141			380			6			37
Provision for credit losses on lending-related commitments	1			(3)			31			2			(2)
Provision for credit losses	5			138			411			8			35
Balance at end 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
Allowance for loan losses as a percentage of total loans	1.87		%	1.88		%	1.71		%	1.27		%	1.27		%
Allowance for loan losses as a percentage of total loans excluding PPP loans	2.01			2.03			n/a			n/a			n/a
Allowance for credit losses as a percentage of total loans	1.98			1.99			1.83			1.33			1.32
Allowance for credit losses as a percentage of total loans excluding PPP loans	2.14			2.15			n/a			n/a			n/a
Net loan charge-offs as a percentage of average total loans	0.26			0.37			0.68			0.16			0.33

n/a - not applicable

13

NONPERFORMING ASSETS (unaudited)
Comerica Incorporated and Subsidiaries
	2020									2019
(in millions)	3rd Qtr			2nd Qtr			1st Qtr			4th Qtr			3rd Qtr
SUMMARY OF NONPERFORMING ASSETS AND PAST DUE LOANS
Nonaccrual loans:
Business loans:
Commercial	$	241		$	200		$	173		$	148		$	152
Commercial mortgage	20			21			19			14			13
Lease financing	1			1			1			—			—
International	—			—			—			—			2
Total nonaccrual business loans	262			222			193			162			167
Retail loans:
Residential mortgage	40			24			20			20			36
Consumer:
Home equity	20			21			22			17			17
Total nonaccrual retail loans	60			45			42			37			53
Total nonaccrual loans	322			267			235			199			220
Reduced-rate loans	3			4			4			5			6
Total nonperforming loans	325			271			239			204			226
Foreclosed property	10			11			11			11			3
Total nonperforming assets	$	335		$	282		$	250		$	215		$	229
Nonperforming loans as a percentage of total loans	0.62		%	0.51		%	0.45		%	0.40		%	0.44		%
Nonperforming assets as a percentage of total loans and foreclosed property	0.64			0.53			0.47			0.43			0.44
Allowance for credit losses as a multiple of total nonperforming loans	3.2x			3.9x			4.1x			3.3x			3.0x
Loans past due 90 days or more and still accruing	$	29		$	41		$	64		$	26		$	31
ANALYSIS OF NONACCRUAL LOANS
Nonaccrual loans at beginning of period	$	267		$	235		$	199		$	220		$	224
Loans transferred to nonaccrual (a)	161			96			137			48			85
Nonaccrual loan gross charge-offs	(53)			(57)			(89)			(27)			(61)
Loans transferred to accrual status (a)	—			—			—			(7)			—
Nonaccrual loans sold	(14)			—			—			(10)			—
Payments/Other (b)	(39)			(7)			(12)			(25)			(28)
Nonaccrual loans at end of period	$	322		$	267		$	235		$	199		$	220

(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 $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
	Nine Months Ended
	September 30, 2020						September 30, 2019
	Average				Average		Average				Average
(dollar amounts in millions)	Balance		Interest		Rate		Balance		Interest		Rate
Commercial loans (a)	$	32,289	$	840	3.48	%	$	32,135	$	1,191	4.96	%
Real estate construction loans	3,830		112		3.90		3,301		140		5.67
Commercial mortgage loans	9,806		248		3.38		9,108		342		5.02
Lease financing	592		15		3.30		548		14		3.34
International loans	1,064		30		3.73		1,015		40		5.26
Residential mortgage loans	1,904		50		3.52		1,943		56		3.87
Consumer loans	2,221		64		3.90		2,464		92		4.98
Total loans	51,706		1,359		3.51		50,514		1,875		4.96
Mortgage-backed securities (b)	9,686		168		2.36		9,320		172		2.44
U.S. Treasury securities (c)	3,258		52		2.18		2,764		50		2.42
Total investment securities	12,944		220		2.31		12,084		222		2.43
Interest-bearing deposits with banks	9,229		24		0.35		2,866		49		2.29
Other short-term investments	151		1		0.62		140		2		1.32
Total earning assets	74,030		1,604		2.91		65,604		2,148		4.37
Cash and due from banks	866						896
Allowance for loan losses	(876)						(668)
Accrued income and other assets	5,722						5,095
Total assets	$	79,742					$	70,927
Money market and interest-bearing checking deposits	$	26,220	65		0.33		$	23,010	157		0.91
Savings deposits	2,386		1		0.03		2,164		1		0.04
Customer certificates of deposit	2,764		25		1.18		2,383		19		1.09
Other time deposits	23		—		2.00		804		15		2.45
Foreign office time deposits	89		—		0.54		13		—		1.51
Total interest-bearing deposits	31,482		91		0.39		28,374		192		0.91
Short-term borrowings	418		1		0.32		472		9		2.43
Medium- and long-term debt	6,821		70		1.38		6,837		152		2.97
Total interest-bearing sources	38,721		162		0.56		35,683		353		1.32
Noninterest-bearing deposits	31,809						26,535
Accrued expenses and other liabilities	1,590						1,377
Shareholders' equity	7,622						7,332
Total liabilities and shareholders' equity	$	79,742					$	70,927
Net interest income/rate spread			$	1,442	2.35				$	1,795	3.05
Impact of net noninterest-bearing sources of funds					0.26						0.60
Net interest margin (as a percentage of average earning assets)					2.61	%					3.65	%

(a)Includes PPP loans with average balance of $2.1 billion, interest income of $36 million and average yield of 2.27% for the nine months ended September 30, 2020.

(b)Average balances included $212 million and $(62) million of unrealized gains and losses for the nine months ended September 30, 2020 and 2019, respectively; yields calculated gross of these unrealized gains and losses.

(c)Average balances included $94 million and $23 million of unrealized gains and losses for the nine months ended September 30, 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
	September 30, 2020						June 30, 2020						September 30, 2019
	Average				Average		Average				Average		Average				Average
(dollar amounts in millions)	Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate
Commercial loans (a)	$	32,226	$	255	3.15	%	$	33,944	$	271	3.22	%	$	32,329	$	392	4.82	%
Real estate construction loans	4,037		34		3.35		3,887		35		3.60		3,344		47		5.53
Commercial mortgage loans	9,978		71		2.85		9,800		76		3.12		9,264		112		4.82
Lease financing	601		5		2.94		592		5		3.34		578		6		3.83
International loans	1,052		9		3.25		1,137		10		3.51		1,007		13		5.12
Residential mortgage loans	1,961		16		3.41		1,895		17		3.49		1,920		18		3.84
Consumer loans	2,158		18		3.45		2,243		20		3.62		2,445		31		4.92
Total loans	52,013		408		3.13		53,498		434		3.26		50,887		619		4.83
Mortgage-backed securities (b)	9,759		54		2.28		9,785		57		2.39		9,408		58		2.45
U.S. Treasury securities (c)	4,091		18		1.77		2,857		17		2.47		2,795		17		2.45
Total investment securities	13,850		72		2.13		12,642		74		2.41		12,203		75		2.45
Interest-bearing deposits with banks	12,534		4		0.10		9,709		2		0.11		3,049		16		2.13
Other short-term investments	158		—		0.29		140		1		0.48		146		1		1.28
Total earning assets	78,555		484		2.47		75,989		511		2.71		66,285		711		4.26
Cash and due from banks	911						848						864
Allowance for loan losses	(1,002)						(932)						(673)
Accrued income and other assets	5,804						5,739						5,260
Total assets	$	84,268					$	81,644					$	71,736
Money market and interest-bearing checking deposits	$	27,671	8		0.12		$	26,320	12		0.18		$	23,497	57		0.97
Savings deposits	2,560		1		0.02		2,394		—		0.02		2,155		1		0.04
Customer certificates of deposit	2,495		6		0.87		2,801		8		1.21		2,627		8		1.30
Other time deposits	—		—		—		—		—		—		1,085		7		2.46
Foreign office time deposits	103		—		0.10		81		—		0.34		13		—		1.45
Total interest-bearing deposits	32,829		15		0.17		31,596		20		0.26		29,377		73		0.99
Short-term borrowings	218		—		0.25		882		1		0.25		268		2		2.33
Medium- and long-term debt	5,940		11		0.78		7,206		19		1.09		7,100		50		2.78
Total interest-bearing sources	38,987		26		0.27		39,684		40		0.41		36,745		125		1.34
Noninterest-bearing deposits	35,934						32,686						26,339
Accrued expenses and other liabilities	1,513						1,682						1,398
Shareholders' equity	7,834						7,592						7,254
Total liabilities and shareholders' equity	$	84,268					$	81,644					$	71,736
Net interest income/rate spread			$	458	2.20				$	471	2.30				$	586	2.92
Impact of net noninterest-bearing sources of funds					0.13						0.20						0.60
Net interest margin (as a percentage of average earning assets)					2.33	%					2.50	%					3.52	%

(a)Includes PPP loans with average balance of $3.8 billion and $2.6 billion, interest income of $22 million and $14 million and average yields of 2.31% and 2.21% for the three months ended September 30, 2020 and June 30, 2020, respectively.

(b)Average balances included $254 million, $278 million and $28 million of unrealized gains and losses for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively; yields calculated gross of these unrealized gains and losses.

(c)Average balances included $99 million, $111 million and $51 million of unrealized gains and losses for the three months ended September 30, 2020, June 30, 2020 and September 30, 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 JUNE 30, 2019	$	—	149.8	$	1,141	$	2,168	$	(382)	$	9,176	$	(4,780)	$	7,323
Net income	—		—	—		—		—		292		—		292
Other comprehensive income, net of tax	—		—	—		—		46		—		—		46
Cash dividends declared on common stock ($0.67 per share)	—		—	—		—		—		(97)		—		(97)
Purchase of common stock	—		(5.7)	—		—		—		—		(370)		(370)
Net issuance of common stock under employee stock plans	—		—	—		(1)		—		(2)		4		1
Share-based compensation	—		—	—		5		—		—		—		5
BALANCE AT SEPTEMBER 30, 2019	$	—	144.1	$	1,141	$	2,172	$	(336)	$	9,369	$	(5,146)	$	7,200
BALANCE AT JUNE 30, 2020	$	395	139.0	$	1,141	$	2,173	$	158	$	9,404	$	(5,469)	$	7,802
Net income	—		—	—		—		—		211		—		211
Other comprehensive loss, net of tax	—		—	—		—		(42)		—		—		(42)
Cash dividends declared on common stock ($0.68 per share)	—		—	—		—		—		(94)		—		(94)
Cash dividends declared on preferred stock	—		—	—		—		—		(8)		—		(8)
Issuance of preferred stock	(1)		—	—		—		—		—		—		(1)
Net issuance of common stock under employee stock plans	—		0.1	—		—		—		(2)		2		—
Share-based compensation	—		—	—		6		—		—		—		6
BALANCE AT SEPTEMBER 30, 2020	$	394	139.1	$	1,141	$	2,179	$	116	$	9,511	$	(5,467)	$	7,874
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	—		—	—		—		—		929		—		929
Other comprehensive income, net of tax	—		—	—		—		273		—		—		273
Cash dividends declared on common stock ($2.01 per share)	—		—	—		—		—		(302)		—		(302)
Purchase of common stock	—		(16.6)	—		—		—		—		(1,229)		(1,229)
Net issuance of common stock under employee stock plans	—		0.6	—		(13)		—		(25)		37		(1)
Share-based compensation	—		—	—		37		—		—		—		37
BALANCE AT SEPTEMBER 30, 2019	$	—	144.1	$	1,141	$	2,172	$	(336)	$	9,369	$	(5,146)	$	7,200
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	—		—	—		—		—		259		—		259
Other comprehensive income, net of tax	—		—	—		—		351		—		—		351
Cash dividends declared on common stock ($2.04 per share)	—		—	—		—		—		(284)		—		(284)
Cash dividends declared on preferred stock	—		—	—		—		—		(8)		—		(8)
Purchase of common stock	—		(3.4)	—		—		—		—		(194)		(194)
Issuance of preferred stock	394		—	—		—		—		—		—		394
Net issuance of common stock under employee stock plans	—		0.4	—		(13)		—		(7)		18		(2)
Share-based compensation	—		—	—		18		—		—		—		18
BALANCE AT SEPTEMBER 30, 2020	$	394	139.1	$	1,141	$	2,179	$	116	$	9,511	$	(5,467)	$	7,874

17

BUSINESS SEGMENT FINANCIAL RESULTS (unaudited)
Comerica Incorporated and Subsidiaries
(dollar amounts in millions)	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 June 30, 2020	Bank			Bank			Management			Finance		Other		Total
Earnings summary:
Net interest income (expense)	$	402		$	120		$	40		$	(95)	$	4	$	471
Provision for credit losses	117			5			16			—		—		138
Noninterest income	144			24			66			11		2		247
Noninterest expenses	207			155			73			1		4		440
Provision (benefit) for income taxes	47			(4)			3			(20)		1		27
Net income (loss)	$	175		$	(12)		$	14		$	(65)	$	1	$	113
Net credit-related charge-offs	$	48		$	1		$	1		$	—	$	—	$	50
Selected average balances:
Assets	$	47,392		$	3,306		$	5,191		$	14,500	$	11,255	$	81,644
Loans	45,914			2,479			5,077			—		28		53,498
Deposits	36,318			22,647			4,217			950		150		64,282
Statistical data:
Return on average assets (a)	1.49		%	(0.21		%)	1.00		%	n/m		n/m		0.55		%
Efficiency ratio (b)	37.67			107.15			69.86			n/m		n/m		61.14
	Commercial			Retail			Wealth
Three Months Ended September 30, 2019	Bank			Bank			Management			Finance		Other		Total
Earnings summary:
Net interest income (expense)	$	420		$	142		$	47		$	(38)	$	15	$	586
Provision for credit losses	39			(2)			(3)			—		1		35
Noninterest income	140			31			69			12		4		256
Noninterest expenses	199			149			69			(1)		19		435
Provision (benefit) for income taxes	74			5			12			(8)		(3)		80
Net income (loss)	$	248		$	21		$	38		$	(17)	$	2	$	292
Net credit-related charge-offs (recoveries)	$	43		$	1		$	(2)		$	—	$	—	$	42
Selected average balances:
Assets	$	45,460		$	2,871		$	5,032		$	14,061	$	4,312	$	71,736
Loans	43,904			2,114			4,884			—		(15)		50,887
Deposits	28,917			20,761			3,775			2,049		214		55,716
Statistical data:
Return on average assets (a)	2.17		%	0.39		%	3.01		%	n/m		n/m		1.61		%
Efficiency ratio (b)	35.62			84.54			59.79			n/m		n/m		51.54

(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 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 June 30, 2020	Michigan			California			Texas			Markets			& Other		Total
Earnings summary:
Net interest income (expense)	$	159		$	176		$	116		$	111		$	(91)	$	471
Provision for credit losses	40			51			31			16			—		138
Noninterest income	64			36			30			104			13		247
Noninterest expenses	139			103			91			102			5		440
Provision (benefit) for income taxes	8			13			4			21			(19)		27
Net income (loss)	$	36		$	45		$	20		$	76		$	(64)	$	113
Net credit-related charge-offs	$	—		$	4		$	46		$	—		$	—	$	50
Selected average balances:
Assets	$	13,643		$	18,948		$	11,597		$	11,732		$	25,724	$	81,644
Loans	13,014			18,663			11,184			10,640			(3)		53,498
Deposits	23,460			18,463			10,209			11,050			1,100		64,282
Statistical data:
Return on average assets (a)	0.59		%	0.93		%	0.68		%	2.53		%	n/m		0.55		%
Efficiency ratio (b)	62.08			48.61			61.88			47.41			n/m		61.14
										Other			Finance
Three Months Ended September 30, 2019	Michigan			California			Texas			Markets			& Other		Total
Earnings summary:
Net interest income (expense)	$	185		$	203		$	125		$	96		$	(23)	$	586
Provision for credit losses	(1)			(6)			50			(9)			1		35
Noninterest income	74			41			31			94			16		256
Noninterest expenses	139			102			86			90			18		435
Provision (benefit) for income taxes	27			37			5			22			(11)		80
Net income (loss)	$	94		$	111		$	15		$	87		$	(15)	$	292
Net credit-related charge-offs (recoveries)	$	6		$	5		$	34		$	(3)		$	—	$	42
Selected average balances:
Assets	$	13,205		$	18,595		$	11,462		$	10,100		$	18,374	$	71,736
Loans	12,554			18,261			10,805			9,282			(15)		50,887
Deposits	20,164			16,705			8,705			7,879			2,263		55,716
Statistical data:
Return on average assets (a)	1.79		%	2.37		%	0.48		%	3.45		%	n/m		1.61		%
Efficiency ratio (b)	53.30			41.70			55.57			47.08			n/m		51.54

(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.

	September 30,			June 30,			September 30,
(dollar amounts in millions)	2020			2020			2019
Common Equity Tier 1 Capital (a):
Tier 1 capital	$	7,199		$	7,093		$	6,892
Less:
Fixed-rate reset non-cumulative perpetual preferred stock	394			395			—
Common equity tier 1 capital	$	6,805		$	6,698		$	6,892
Risk-weighted assets	$	66,299		$	67,052		$	69,223
Tier 1 capital ratio	10.86		%	10.58		%	9.96		%
Common equity tier 1 capital ratio	10.26			9.99			9.96
Tangible Common Equity:
Total shareholders' equity	$	7,874		$	7,802		$	7,200
Less:
Fixed-rate reset non-cumulative perpetual preferred stock	394			395			—
Goodwill	635			635			635
Other intangible assets	2			3			4
Tangible common equity	$	6,843		$	6,769		$	6,561
Total assets	$	83,631		$	84,397		$	72,848
Less:
Goodwill	635			635			635
Other intangible assets	2			3			4
Tangible assets	$	82,994		$	83,759		$	72,209
Common equity ratio	8.94		%	8.78		%	9.88		%
Tangible common equity ratio	8.24			8.08			9.09
Tangible Common Equity per Share of Common Stock:
Common shareholders' equity	$	7,480		$	7,407		$	7,200
Tangible common equity	6,843			6,769			6,561
Shares of common stock outstanding (in millions)	139			139			144
Common shareholders' equity per share of common stock	$	53.78		$	53.28		$	49.96
Tangible common equity per share of common stock	49.20			48.69			45.52

(a)Tier 1 capital as defined by regulation; estimated for September 30, 2020, reflects deferral of CECL model impact.

20

EX-99.2

XML

Cover Document	Oct. 20, 2020
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	Oct. 20, 2020
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