Comerica Incorporated : 2024 Annual Report

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Comerica Incorporated

Annual Report

2024 COMERICA INCORPORATED ANNUAL REPORT

Comerica Incorporated

Comerica Incorporated (NYSE: CMA) is a financial services company headquartered in Dallas, Texas, and strategically

aligned by three business segments: The Commercial Bank, The Retail Bank and Wealth Management. Comerica, one of the 25 largest U.S. commercial financial holding companies, focuses on building relationships and helping people and businesses be successful.

Comerica provides banking centers across the country with locations in Arizona, California, Florida, Michigan and Texas. Founded 175 years ago in Detroit, Michigan, Comerica continues to expand into new regions, including its Southeast Market, based in North Carolina, and Mountain West Market in Colorado. Comerica has offices in 17 states and services 14 of the 15 largest U.S. metropolitan areas, as well as Canada and Mexico. As of December 31, 2024, Comerica had:

$79.3 billion	$50.5 billion	$63.8 billion	381	7,766
in assets	in loans	in deposits	banking centers	employees (FTE)

Board of Directors

Curtis C. Farmer

Chairman, President and

Chief Executive Officer,

Comerica Incorporated

and Comerica Bank

Arthur G. Angulo(1) (4)

Consultant,

Ludwig Advisors LLC

Nancy Avila(4)

Chief Information Officer,

Analog Devices, Inc.

Roger A. Cregg(1) (3) (4)

Former President and Chief

Executive Officer,

AV Homes, Inc.

1. Alan Gardner(2) Executive Vice President and Chief People Officer,
   Frontier Communications Parent, Inc.

Derek J. Kerr(1) (3)

Retired Vice Chair and Chief Financial

Officer, American Airlines Group

Inc. and Retired President,

American Eagle

Richard G. Lindner(1) (2) (3)

Retired Senior Executive Vice

President and Chief Financial Officer,

AT&T, Inc.

Jennifer H. Sampson(4)

McDermott-Templeton President and

Chief Executive Officer,

United Way of Metropolitan Dallas

Barbara R. Smith(2) (5)

Retired Executive Chairman

and Former President and

Chief Executive Officer,

Commercial Metals Company

Robert S. Taubman(4)

Chairman and Chief Executive Officer,

The Taubman Realty Group LLC; and

Chairman, President and

Chief Executive Officer,

The Taubman Company LLC

Nina G. Vaca (2)

Chairman and Chief Executive Officer,

Pinnacle Technical Resources, Inc.

and Vaca Industries Inc.

Michael G. Van de Ven(2) Executive Advisor and Former President and Chief Operating Officer, Southwest Airlines Co.

Senior Leadership Team

Curtis C. Farmer	Larry E. Franco
Chairman, President and	Executive Vice President,
Chief Executive Officer	Retail & Small Business Banking
James J. Herzog	Brian S. Goldman
Senior Executive Vice President,	Senior Executive Vice President,
Chief Financial Officer	Chief Risk Officer
Corey R. Bailey	Von E. Hays
Executive Vice President,	Senior Executive Vice President,
Middle Market & Business Banking	Chief Legal Officer
Wendy W. Bridges	Bruce Mitchell
Executive Vice President,	Executive Vice President,
Corporate Affairs	Chief Information Officer
Megan D. Burkhart	Christine M. Moore
Senior Executive Vice President,	Executive Vice President,
Chief Administrative Officer	Chief Audit Executive
J. McGregor Carr	Michael T. Ritchie
Executive Vice President,	Executive Vice President,
Wealth Management	National & Specialty Businesses
Melinda A. Chausse	Peter L. Sefzik
Senior Executive Vice President,	Senior Executive Vice President,
Chief Credit Officer	Chief Banking Officer
Megan D. Crespi	James H. Weber
Senior Executive Vice President,	Executive Vice President,
Chief Operating Officer	Chief Experience Officer
Allysun C. Fleming
Executive Vice President,
Payments

1. Audit Committee (2) Governance, Compensation and Nominating Committee (3) Qualified Legal Compliance Committee (4) Enterprise Risk Committee (5) Independent Facilitating Director

2024 Company Highlights

$3.2 billion

in green loans and commitments as of year end, an 11% increase over 2023

Received American Bankers Association (ABA) Foundation Community Commitment Award for impact in supporting Southern Dallas small businesses and nonprofits through

Comerica BusinessHQ™

Opened 340,000-square foot

Great Lakes Campus office

in Farmington Hills, Michigan

More than 84,000 hours of volunteer time equating to more than

$2.8 million donated to nonprofits by Comerica colleagues

Addition of more than

100

small business bankers to enhance solutions for small businesses

Celebrated	$1.6 billion
175th anniversary	portfolio of public welfare
of our founding on Aug. 17, 1849	investments, including
approximately $121 million
	in 2024 commitments

Named to Newsweek's list of	Ranked as one of the
America's Most	top 100 American
Responsible	companies
Companies	by JUST Capital in its rating of
for sixth consecutive year	performance regarding workers,
	communities, customers,
	environment, and shareholders
	and governance

2024

Top Workplaces USA

award issued by Energage and published by

USA Today

Resumed share repurchases	More than $9 million in financial
	investments from Comerica Bank
	and the Comerica Charitable
	Foundation made to empower
	nonprofits and other organizations
	serving our communities

Comerica BusinessHQ™ expanded access to increase small business participants

by 120%

COMERICA INCORPORATED

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Financials

Comerica's Core Values

Historically Low Net

Charge-Os

(% of average total loans; YTD)

0.15%
		0.10%
	0.04%
Past 10	2023	2024
years

Common Equity Tier 1

Well Above Average

10.00%	11.09% 11.89%
2022	2023	2024

One Comerica

We believe that growth is achieved when our colleagues act with common purpose in support of shared goals.

The Customer Comes First

We put our customers at the center of every conversation and make their satisfaction our highest priority.

The Bigger Possible

We encourage a culture of bold and relentless curiosity, where any idea has a chance to be heard.

A Force for Good

We value empathy and integrity as we work to support a more diverse, inclusive and sustainable workplace, and world.

Grew Book Value

(per share; period-end)

$45.58 $46.79

Trust. Act. Own.

Everyone is empowered to do what's right, speak up, and be heard, while being accountable for their actions and commitments.

2023 2024

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COMPANY HIGHLIGHTS

To Our Shareholders

To my fellow shareholders,

In 2024, Comerica Bank celebrated a remarkable milestone - 175 years of excellence and dedication to our customers. For nearly two centuries, we've strived to raise expectations of what a bank can be. While the banking industry, business landscape, political climate and global environment have become increasingly more complex since our humble beginnings, the cornerstone of our success has proven tried and true: maintain a relationship- based approach to banking to fulfill the needs of our customers, colleagues and communities.

As always, the roadmap to our success is our corporate priorities across four categories: colleagues, customers, community and performance. By maintaining a clear focus on our priorities, we believe we have made a lasting impact in each area to best benefit our shareholders.

Legacy begins within

Comerica's resilience over 175 years is made possible because of our dynamic team of colleagues. We value the strong work culture we have established, and we continue to make the necessary investments to support this strength. In addition to our dedicated, experienced colleagues being a source of pride, we continue to establish ourselves as a desirable destination for new, high-impact talent. For the second consecutive year, we set a record for the number of employment applications we received in a single year. In addition, through our competitive compensation, comprehensive benefits and work culture, we achieved a 97 percent offer acceptance rate.

Investments made in elevating our facilities energized our colleagues. In late 2023, we introduced our new Business & Innovation Hub in Frisco, Texas. With a legacy of helping our customers and communities rooted in Detroit, it was only appropriate that we celebrate our 175th anniversary with the introduction of a new facility in Southeast Michigan, where we plan to house our employees for decades to come. The 340,000-square foot Great Lakes Campus in Farmington Hills, Michigan - our largest corporate office - is the new home to approximately 2,000 colleagues, providing vibrant, high-energy and collaborative spaces with advanced technology and amenities.

We continually evaluate our facilities to ensure we are creating exceptional experiences for colleagues and customers. By transitioning to newer, modern facilities, we can strengthen efficiencies and prioritize investments that provide innovative opportunities to better serve our customers, colleagues and communities.

Curtis C. Farmer

Chairman, President

and Chief Executive Officer

Significant 2024 Corporate Achievements

• Invested in Talent: Hired sales colleagues aligned with growth strategies in Commercial Bank, Small Business, Comerica Financial Advisors, Payments & Capital Markets
• Enabled Customer Success: Prioritized introduction of Comerica's Investment Banking team to provide M&A advisory services to our customer base
• Returned Capital: Resumed share repurchases in 4Q24 and replenished authorization for future repurchases
• Advanced Technology: Continued progress in digital transformation with goal of migrating almost all apps to Cloud or SaaS platforms in 2025
• Modernized Real Estate: Continued to transform real estate footprint with new Great Lakes Campus, our largest corporate office
• Supported Communities: Launched a new program to assist nonprofit organizations in scaling their businesses to more broadly support communities

COMERICA INCORPORATED

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2024 COMERICA INCORPORATED ANNUAL REPORT

Enduring commitment to our customers

As an organization built on establishing meaningful, lasting relationships, we consistently leverage our expertise in banking business while living our core value of "The Customer Comes First." The relationships fostered with our customers span generations and their support has played a key part in our 175-year legacy. In 2024, we continued our focus on enhancing solutions for small businesses. Specifically, we added more than 100 small business bankers across all markets, increasing our expertise and leading to significant improvement in overall customer satisfaction. We continued expanding our signature offerings for this segment, such as doubling the number of members for Comerica BusinessHQ™ in Dallas, where small business owners receive a no-cost office, business counsel, access to capital providers and more. In addition, we proudly doubled the number of loans issued to small business customers with the launch of Comerica Convenient Capital, a program designed to streamline the application process that provides quick loan decisions and funding.

Small business and business banking customers continue to benefit from Comerica Maximize®, which allows qualifying customers to earn interest while growing and protecting their businesses with essential treasury services. We also streamlined the commercial loan closing process to enhance efficiency and deliver an improved customer experience, and our loan funding time is aligned with newly implemented industry standards.

Through Comerica Financial Advisors, powered by Ameriprise Financial, we continue to attract new clients and support the range of customer needs with leading-class solutions. On our retail side, we released a digital CD product, allowing customers to apply when and where it is convenient for them. We also advanced our cyber intelligence and cyber fraud programs, while introducing a program designed to educate customers on the latest tactics and best practices to support their overall financial health.

We prioritized introduction of Comerica's Investment Banking team to provide mergers and acquisitions advisory services to our customer base as we continued to build out the team. In addition, we enhanced payment product offerings, established a commercial deposit desk to better assist customers and expanded distribution capabilities to bank-brokered deposits, attracting more third-party payments providers.

In hand with product and service enhancements, we continually review our footprint to ensure we allocate the appropriate resources to support our customers and strategic growth objectives. As our brand awareness and customer base in the Southeast increased, we sought to expand resources and banker teams to meet the needs of this emerging market.

Unwavering focus on results

In many ways, the banking industry and the economic environment reached an inflection point in 2024, and we saw positive trends in customer optimism, rate decreases and strong deposit trends. Comerica understands the importance of strong capital, credit and liquidity to delivering long-term success, and we believe those foundational strengths shined through in 2024. We prioritized further enhancing our foundation to better position ourselves for long-term success.

Part of the inflection in 2024 was the resumption of our share repurchase program, which we feel is a clear testament to our financial strength. Credit has historically been and continues to be a competitive advantage for us as we outperformed peers with low net charge-offs and appropriate reserves. Additionally, we have seen favorable trends from targeted investments that have shown positive upside for revenue, including in areas like capital markets, treasury management and wealth management. Along with added headcount in traditional markets and our continued expansion into the Southeast and Mountain West regions, we believe the outlook for growth remains strong.

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WORD FROM THE CEO

As we move forward, we feel we have a compelling model. Our geographic strategy is both diversified and growth oriented with a presence in 14 of the 15 largest metropolitan statistical areas in the country and nine of the 10 fastest-growing markets overall. We believe our differentiated commercial model delivers expertise to our customers, and that coupled with strategic investments supports our ability to win new business and expand existing relationships. Our prudent, conservative approach has proven successful, and we remain confident in its performance for many more years to come.

A legacy of service, a future of impact

Comerica is a proud supporter of the health and vibrancy of the communities we serve. Through contributions and investments, award-winning programs and colleague volunteerism, we continue to serve as a "Force for Good" in our local communities.

In 2024, our colleagues collectively volunteered a record 84,000+ volunteer hours, equating to more than $2.8 million, according to the Internal Revenue Service. Our commitment to volunteerism is reinforced by our financial investments, totaling more than $9 million from Comerica Bank and the Comerica Charitable Foundation to support nonprofits and other organizations that strengthen our communities.

Brick by brick, we're building a legacy of making a difference in our communities and within our organization, and this effort has not gone unnoticed. The American Bankers Association (ABA) Foundation awarded Comerica the ABA Foundation Community Commitment Award in the category of Community & Economic Development for our impact in supporting Southern Dallas small businesses and nonprofits through Comerica BusinessHQ™. Additionally, for the ninth consecutive year, Points of Light named Comerica to its annual list of The Civic 50, a recognition of the top community-minded companies from across the country. We have a company culture that remains unmatched and is a key reason why Comerica was named a recipient of the 2024 Top Workplaces USA award issued by Energage.

Major Community Investments

• Education: Of the $9 million invested by Comerica Bank and the Comerica Charitable Foundation in nonprofits to support our communities, $2.5 million supported educational programs, such as mentoring, leadership and after school programming
• Low-IncomeHousing Tax Credits: Invested $96 million to create approximately 750 units of affordable housing for underserved families across our footprint
• New Market Tax Credits: Invested $24 million to spur economic development in distressed areas, creating job opportunities and providing services to help transform communities

COMERICA INCORPORATED

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2024 COMERICA INCORPORATED ANNUAL REPORT

Today, tomorrow and beyond

In celebration of our 175th anniversary, members of my executive team and I had the honor of ringing the New York Stock Exchange (NYSE) closing bell. It was there that I was remined of what a historic celebration we ushered in as Comerica is among the longest-tenured companies traded on the NYSE. Few businesses have stood the test of time like ours, and I am privileged to help continue our tradition of service.

Comerica continues to define how we innovate and shape our future to deliver the highest value for all shareholders. We recognize the vital role that financial institutions have in our local economies and beyond, our responsibility to help build healthy communities, and the importance of intentionally serving each and every customer. We take this responsibility to heart and are committed to fulfilling this critical work with integrity and excellence.

In closing, I would like to thank you, our valued shareholders, for your trust in Comerica. Your support remains vital as we continue our journey through the next 175 years of exceptional service to our customers, colleagues and communities.

Sincerely,

Curtis C. Farmer

Chairman, President and Chief Executive Officer

6

WORD FROM THE CEO

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, 2024

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 28, 2024 (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 $6.7 billion based on the closing price on the New York Stock Exchange on that date of $51.04 per share. For purposes of this Form 10-K only, it has been assumed that all shares of common

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

At February 20, 2025, the registrant had outstanding 131,350,607 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 29, 2025.