Comerica Incorporated : 2023 Annual Report

2023

Comerica Incorporated Annual Report

®

Curtis C. Farmer

Chairman, President and Chief Executive Officer

TO OUR SHAREHOLDERS

To my fellow shareholders,

For nearly 175 years, Comerica has proudly raised expectations of what a bank can be for our customers, businesses, entrepreneurs and communities we serve. Through disruptive economic cycles, political discord, world wars, and a global pandemic, we have maintained our stability and strength by focusing on the basics: our relationship-focused business model and industry-leading expertise in the select products and services we offer. We are deeply dedicated to supporting our customers' financial goals and honored to be their bank of choice.

To guide our success in 2023, we remained committed to our colleagues, customers, communities and performance. Investing and advancing in each of these areas means we are delivering for all our stakeholders.

Response to Industry Disruption

Following a strong 2022, the collapse of three regional banks in early March sent shockwaves throughout the banking industry, leaving customers concerned about the safety of their deposits. Following the volatility - and the news and social media buzz

surrounding it - the banking industry found itself in a challenging environment. But, this also presented an opportunity for Comerica to recalibrate while leaning heavily on our strength as a relationship bank.

During this time, our colleagues rose to the challenge, working diligently with customers, investors and regulators. Leaders and frontline colleagues met with customers to listen to their concerns and ease their minds. Behind the scenes, we kept priority projects on track and reinforced key messaging.

While the disruption proved challenging, we once again tested and validated the soundness of our business model. As a leading bank for business with strong retail and wealth management capabilities, we play a unique role in supporting our customers as a trusted long-term banking partner. Ultimately, our diversified position across businesses, geographies and products, coupled with collaboration across the organization led to strong outcomes - including the retention of customer relationships and a strengthened deposit base - as the regional banking section begins to normalize.

Delivering Solid Financial Performance

Although the economic environment remains uncertain, we observed a cautiously more optimistic trend in customer sentiment at year-end as we believe many expect less rate pressure in 2024. We continue our commitment to support our customers and remain confident we will grow alongside them as the economy strengthens.

With 7% growth, we produced our highest level of average annual loans despite deliberate optimization efforts in the second half of the year. We focused on deposits and were pleased to see stabilization following industry events and ongoing quantitative tightening. We delivered record net interest income aided by higher rates and loan balances. Our credit quality remained strong, with net charge- offs well below historical averages. In recognition of the new industry funding paradigm, actions to recalibrate our expense base are designed to benefit our future as we create capacity for investment and enhance returns.

Despite the industry volatility in 2023, our core business remains unchanged. Our highly regarded approach to credit continued to perform well. Tailored products are designed to meet the needs of our customers - enhancing revenue and retention. Our deposit profile has long been a strength, and we expect our investments in products and small business will make this core funding source even more compelling. We produced a strong year in the face of adversity.

Small Business is Big Business

Comerica has excelled at supporting the needs of businesses and, in 2023, we further prioritized delivering impactful banking solutions to small businesses. These institutions serve as the economic engines of our local communities, and that is why we established a three-year, $5 billion small business lending commitment, first announced in May 2021. We proudly exceeded 100% of that commitment in 2023, delivering meaningful funding to more than 15,000 small businesses. Surpassing our commitment is the result of a collaborative effort led by our Small Business Banking, Community Development and Business Banking teams, providing customers and communities with much-needed access to capital.

We launched unique offerings in our Dallas/Fort Worth market that deliver critical resources to entrepreneurs and business owners,

enhancing our services for small businesses. To help them grow, we introduced:

• Comerica SmallBizCo-op™: This program provides a set of free and unique service offerings designed to help small businesses grow and thrive. Small business clients can leverage the opportunity to engage clients or reward colleagues through our sports ticket inventory, capitalize on free advertising support from Comerica's inventory and discounts on office supplies and technology.
• Comerica CoWorkSpaces™: We offer complimentary office and meeting space in select banking centers exclusively for small business customers. Through a $3 million investment, we have transformed nearly 10,000 square feet into unique resources for small business customers to help meet their growing needs.

In 2023, Comerica introduced Comerica CoWorkSpaces™ as part of its latest services tailored for small business customers. These spaces provide Comerica small business customers with free access to office and meeting space.

• SizeUp by Comerica: We help small businesses leverage our data, tapping into competitive market research and insights to support informed business decisions. From creating benchmarks to understanding consumer spending, we are bringing big business resources to our small business customers.

The Small Business Banking team leads our support for small business clients and remains dedicated to meeting unmet customer needs, serving our communities and driving growth. This team supports 80% of banking centers across all markets and reaches

92% of locations serving low- to moderate-income communities.

Comerica executives join representatives from the Dallas Black Chamber of Commerce during the official ribbon cutting ceremony of Comerica BusinessHQ. The new state-of-the-art facility serves as a collaborative space providing integral services to small businesses in the Southern sector of Dallas.

One of our newest small business resources, Comerica BusinessHQ, is empowering underserved communities by providing access to capital and other meaningful resources. Leveraging idle real estate, we opened the doors to the state-of-the-art facility that provides high-need,high-opportunity small businesses in the Southern sector of Dallas with the necessary tools to develop, grow and endure. The space offers small business owners and entrepreneurs flexible, temporary workspaces and turnkey access to high-speedWi-Fi; information security and privacy; printing; scanning; large scale projection video conferencing rooms; as well as space furnished with equipment for small-scale content creation.

We are extremely proud of this pilot project which has redefined how a bank can serve the needs of its community.

Investing in Wealth Management

We have a client-centric,high-caliber,planning-based approach to serving our Wealth Management clients. In 2023, we deepened our commitment by adding new teams and an enhanced array of products. We increased our Wealth Management presence with the addition of a new private wealth management team in Southern California, consisting of 11 experienced professionals, with approximately $3 billion in assets.

We also completed our new investment program: Comerica Financial Advisors powered by Ameriprise Financial. Through this strategic relationship, we will grow our business by providing financial advisors and clients with an enhanced suite of services, including technological enhancements, varied product offerings, around-the-clock access to support services, and much more. We will also enhance our risk management culture and engage new and experienced talent, creating greater coverage levels for banking centers to

better serve our retail partners.

Leading the Way

Having the right leadership in place is critical to our success, especially as you look at events like the recent industry disruption and the ongoing evolution of the regulatory landscape. In 2023, we attracted veteran banking leaders in the areas of Compliance and Risk Management to complement our tenured, diverse executive leadership team and meaningfully enhance and advance foundational capabilities across the bank.

We also added select strategic revenue leaders in Middle Market & Business Banking, National & Specialty Businesses and Payments to our Management Executive Committee further amplifying the voice of the customer in our strategic decision making.

Our Board of Directors also experienced growth in 2023 with the addition of four diverse, experienced executive leaders from various industries. Our Board continues its crucial role in our efforts to deliver growth for our shareholders, colleagues and communities.

Growing Presence in Newer Markets

We continued investments to selectively broaden Comerica's presence beyond the primary markets of Michigan, Texas, California, Arizona and Florida, bringing our core businesses to rapidly growing geographic markets aligned with our strategy. We continued to move forward with our expansion efforts in the Southeast and Mountain West Markets.

We established an office in Winston-Salem, North Carolina, to accompany our market headquarters location in Raleigh and our office in Charlotte. A catalyst to our success in the Southeast has been our established Florida market, allowing us to attract experienced Commercial Banking, Wealth and Private Banking talent to engage new clients in the region.

In the Mountain West, we established the role of Colorado Market President to go along with a team of banking professionals to develop commercial lending opportunities and engage with area business leaders. Based out of Denver, the team built and added new relationships, establishing a strong pipeline.

Ongoing Technology and Product Modernization

We live in an increasingly complex digital ecosystem, and exceeding customer expectations related to technology and products remains paramount. We continued modernizing our core infrastructure, with more than 75% of business applications now running on Cloud platforms, strengthening cybersecurity and resilience to threats. We also upgraded platforms for customer-facing technologies such as Treasury Management resources and the Comerica Mobile App.

We continue to nimbly deliver products and ongoing enhancements to customers. In 2023, we delivered intuitive, convenient experiences for small business customers through the successful launch of Convenient Capital - a fully digital, end-to-end lending platform - and Zelle for Small Business, which enables faster payments for small businesses.

In addition, we launched Comerica Maximize, the latest solution in our growing suite of value-add offerings to help business customers of all sizes save time and maximize their cash. Comerica Maximize combines an interest-bearing checking account with cash management solutions where customers earn interest income while growing and protecting their businesses with basic treasury services.

Optimizing our Banking Center Network

In December 2023, we completed the rollout of Retail Reimagined to banking centers across all our markets. Through Retail Reimagined, we will compete, thrive and lead in a new era of hyper-competitive banking and elevated consumer/business expectations. We clarified colleague roles, improved processes, invested in marketing and technology, and built capabilities to deepen and grow our customer base. The results include better sales productivity.

We continue to update banking center networks to ensure we have the right number of banking centers in the communities we serve, based on population and traffic patterns. We modernized several physical banking center locations as part of an integrated channel approach, completing 23 banking center renovations with three relocations in San Antonio, Texas; Arlington, Texas; and greater Los Angeles. The updated locations have a clean, modern layout and align with our updated branding as well as enhanced operational efficiencies, amenities and technology.

From the Inside Out

Comerica's strong workforce and unique company culture are central to our success, and we are committed to providing resources, spaces and opportunities that attract and retain top talent. To maintain our engaged and inclusive culture, we offer numerous professional development programs and opportunities, a competitive and cost-effective benefits package, and a hybrid work environment. All this empowers colleagues to work effectively and productively to execute our objectives while enhancing our culture. Our comprehensive approach to supporting colleagues and strong culture earned us "Top Workplaces 2023" awards from The Dallas

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motivated our colleagues with a participation increase of 39% in 2023.

National recognitions by Newsweek naming Comerica to its list of America's Most Responsible Companies for the fifth consecutive year and America's Greenest Companies reflect the importance placed on our corporate responsibility efforts positively impacting our communities and environment.

At the heart of our success as a bank and recruiting and retaining talent remains our commitment to building a culture that promotes a diverse, equitable and inclusive workforce. By understanding cultural differences, we are better equipped to serve our customers and communities and ensure they thrive for years to come. We have implemented proactive measures to enhance diversity in our workforce, with a focus on creating an inclusive environement that celebrates the unique talents and perspectives of our colleagues.

Like our sustainability program, our efforts to foster a diverse and inclusive workforce have garnered national recognition. Honors in 2023 include DiversityInc's Top Noteworthy Companies, Newsweek's listing of America's Greatest Workplaces and U.S News & World Report's Best Banks Companies to Work For. These recognitions reflect our core value of serving as One Comerica - driven by a common purpose to support shared goals.

Honoring our Past While Shaping the Future

After a distinctive 2023, we look forward to all that's ahead in 2024. To guide our success, we identified clear goals aimed at driving solid financial results, strengthening our risk foundation, positioning our business sustainably, and furthering our vision of innovation. We are also proud to celebrate Comerica's 175th anniversary! This is a significant milestone, and we look forward to recognizing our storied history and legacy across our markets throughout the year.

I would like to thank each of my Comerica colleagues for their tireless contributions in 2023, and for their commitment as we set our sights high for 2024. Our progress and achievements are entirely made possible thanks to them - the talented, dedicated, driven colleagues across our organization. Through good and challenging times, they drive our company forward and continue to demonstrate an unwavering commitment to raising expectations.

Finally, we remain incredibly grateful for our shareholders, whose support is vital. We are concentrating on sustainably increasing performance, impact and growth, and we look forward to continuing that commitment in the year ahead.

Sincerely,

Curtis C. Farmer

Chairman, President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2023

Or

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

For the transition period from __________________________ to __________________________

Commission file number 1-10706

Comerica Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Delaware	38-1998421
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification Number)

Comerica Bank Tower

1717 Main Street, MC 6404

Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of

the Exchange Act:

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

Securities registered pursuant to Section 12(g) of the

Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and

(2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in this filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

At June 30, 2023 (the last business day of the registrant's most recently completed second fiscal quarter), the registrant's common stock, $5 par value, held by non-affiliates had an aggregate market value of approximately $5.5 billion based on the closing price on the New York Stock Exchange on that date of $42.36 per share. For purposes of this Form 10-K only, it has been assumed that all common shares

Comerica's Trust Department holds for Comerica's employee plans, and all common shares the registrant's directors and executive officers hold, are shares held by affiliates.

At February 26, 2024, the registrant had outstanding 132,489,667 shares of its common stock, $5 par value.

Documents Incorporated by Reference:

Part III: Items 10-14 and Part II Item 5 as to "Equity Compensation Plan Information" -Proxy Statement for the Annual Meeting of Shareholders to be held April 23, 2024.