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What changed in COMERICA INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of COMERICA INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+217 added−211 removedSource: 10-K (2025-02-24) vs 10-K (2024-02-28)

Top changes in COMERICA INC's 2024 10-K

217 paragraphs added · 211 removed · 184 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

78 edited+9 added−14 removed130 unchanged
Biggest changeFederal Laws Applicable to Credit Transactions Comerica's loan operations are subject to federal laws and implementing regulations applicable to credit transactions, such as the Truth-In-Lending Act, the Home Mortgage Disclosure Act of 1975, the Equal Credit Opportunity Act, the Fair 6 Table of Contents Credit Reporting Act of 1978-,("FCRA"), the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, the Dodd-Frank Act and rules and regulations of the various federal agencies charged with the responsibility of implementing these federal laws.
Biggest changeThe Dodd-Frank Act amended the statutes placing limitations on loans to insiders by including credit exposures to the person arising from a derivatives transaction, repurchase agreement, reverse repurchase agreement, securities lending transaction or securities borrowing transaction between the member bank and the person within the definition of an extension of credit. 8 Federal Laws Applicable to Credit Transactions Comerica's loan operations are subject to federal laws and implementing regulations applicable to credit transactions, such as the Truth-In-Lending Act, the Home Mortgage Disclosure Act of 1975, the Equal Credit Opportunity Act, the Fair Credit Reporting Act of 1978 ("FCRA"), the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, the Dodd-Frank Act and rules and regulations of the various federal agencies charged with the responsibility of implementing these federal laws.
Adverse examinations at the bank-level also could increase costs and limit activities and growth of Comerica Bank & Trust, National Association and Bank and its subsidiaries. Federal and state laws impose notice and approval requirements for mergers and acquisitions of other depository institutions or bank holding companies.
Adverse examinations at the bank-level also could increase costs and limit activities and growth of Comerica Bank & Trust, National Association and the Bank and its subsidiaries. Federal and state laws impose notice and approval requirements for mergers and acquisitions of other depository institutions or bank holding companies.
Prior approval is required before a financial holding company may acquire the beneficial ownership or control of more than 5% of any class of voting shares or substantially all of the assets of a bank holding company (including another financial holding company) or a bank.
Prior approval is required before a financial holding company may acquire the beneficial ownership or control of more than 5% of any class of voting shares or substantially all of the assets of another bank holding company (including a financial holding company) or a bank.
The AML 2020 Act clarifies and streamlines the Bank Secrecy Act and AML obligations in the following ways: it requires U.S. entities and entities doing business in the United States to report into a national registry maintained by the Financial Crimes Enforcement Network (“FinCEN”) certain beneficial ownership information, subject to exceptions; modernizes the statutory definition of “financial institution” to include (i) entities that provide services involving “value that substitutes for currency,” which includes stored value and virtual currencies and (ii) any person engaged in the trade of antiquities, including an advisor, consultant or any other person who deals in the sale of antiquities; enhances penalties for Bank Secrecy Act and AML violations, including claw back of bonuses; increases AML whistleblower awards and expands whistleblower protections; requires the Secretary of the Treasury to establish and update every four years National AML Priorities, which are incorporated into the Bank Secrecy Act compliance programs at financial institutions subject to the Bank Secrecy Act; among other amendments.
The AML 2020 Act clarifies and streamlines the Bank Secrecy Act and AML obligations in the following ways: it requires U.S. entities and entities doing business in the United States to report into a national registry maintained by the Financial Crimes Enforcement Network (“FinCEN”) certain beneficial ownership information, subject to exceptions; modernizes the statutory definition of “financial institution” to include (i) entities that provide services involving “value that substitutes for currency,” which includes stored value and virtual currencies and (ii) any person engaged in the trade of antiquities, including an advisor, consultant or any other person who deals in the sale of antiquities; enhances penalties for Bank Secrecy Act and AML violations, including claw back of bonuses; increases AML whistleblower awards and expands whistleblower protections; requires the Secretary of the Treasury to establish and update National AML Priorities every four years, which are incorporated into the Bank Secrecy Act compliance programs at financial institutions subject to the Bank Secrecy Act; among other amendments.
Comerica's CRE loan underwriting policies are consistent with the approach described above and provide maximum loan-to-value ratios that limit the size of a loan to a maximum percentage of the value of the real estate collateral securing the loan. The loan-to-value percentage varies by the type of collateral and is limited by advance rates established by our regulators.
Comerica's CRE loan underwriting policies are consistent with the underwriting approach described above and provide maximum loan-to-value ratios that limit the size of a loan to a maximum percentage of the value of the real estate collateral securing the loan. The loan-to-value percentage varies by the type of collateral and is limited by advance rates established by our regulators.
In 2021, the federal banking regulators issued the interagency rule for Computer-Security Incident Notification Requirements for Banking Organizations and Their Service Providers, which became effective on April 1, 2022. The rule requires a bank to notify its primary federal regulator of certain cybersecurity incidents within thirty-six (36) hours after the bank determines that a cybersecurity incident has occurred.
In 2021, the federal banking regulators issued the interagency rule for Computer-Security Incident Notification Requirements for Banking Organizations and Their Service Providers, which became effective on April 1, 2022. The rule requires a bank to notify its primary federal regulator of certain "computer-security" incidents within thirty-six (36) hours after the bank determines that a computer-security incident has occurred.
Section 23A of the Federal Reserve Act also generally requires that an insured depository institution’s loans to its nonbank affiliates be, at a minimum, 100% secured, and Section 23B of the Federal Reserve Act generally requires that an insured depository institution’s transactions with its nonbank affiliates be on terms and under circumstances that are substantially the same or at least as favorable as those prevailing for comparable transactions with nonaffiliates.
Section 23A of the Federal Reserve Act also generally requires that an insured depository institution’s loans to its affiliates be, at a minimum, 100% secured, and Section 23B of the Federal Reserve Act generally requires that an insured depository institution’s transactions with its affiliates be on terms and under circumstances that are substantially the same or at least as favorable as those prevailing for comparable transactions with nonaffiliates.
Bank holding companies and banks are currently required to maintain a CET1 capital ratio, Tier 1 capital ratio and total capital ratio equal to at least 4.5 percent, 6 percent and 8 percent of their total risk-weighted assets (including certain off-balance-sheet items, such as unused commitments and standby letters of credit), respectively.
Bank holding companies and banks are currently required to maintain a CET1 capital ratio, Tier 1 capital ratio and total capital ratio equal to at least 4.5 percent, 6.0 percent and 8.0 percent of their total risk-weighted assets (including certain off-balance-sheet items, such as unused commitments and standby letters of credit), respectively.
On April 16, 2019, the FDIC released an advanced notice of proposed rulemaking (“ANPR”) with respect to the FDIC’s bank resolution plan requirements meant to better tailor bank resolution plans to a firm’s size, complexity and risk profile. In connection with this rulemaking, the FDIC placed a moratorium on resolution plans until the rulemaking process was complete.
On April 16, 2019, the FDIC released an advanced notice of proposed rulemaking with respect to the FDIC’s bank resolution plan requirements meant to better tailor bank resolution plans to a firm’s size, complexity and risk profile. In connection with this rulemaking, the FDIC placed a moratorium on resolution plans until the rulemaking process was complete.
Derivative Transactions As a state member bank, the Bank may engage in derivative transactions, as permitted by applicable Texas and federal law. Title VII of the Dodd-Frank Act contains a comprehensive framework for over-the-counter (“OTC”) derivatives transactions.
Derivative Transactions As a state member bank, the Bank may engage in derivative transactions, as permitted by applicable Texas and federal law. Title VII of the Dodd-Frank Act contains a comprehensive framework for over-the-counter derivatives transactions.
As such, Comerica transitioned support of specific insurance, brokerage and investment advisory activities to Ameriprise. The new name representing this strategic relationship is Comerica Financial Advisors, powered by Ameriprise Financial.
As such, Comerica transitioned support of specific insurance, brokerage and investment advisory activities to Ameriprise. The name representing this strategic relationship is Comerica Financial Advisors, powered by Ameriprise Financial.
Activities that are "financial in nature" include, but are not limited to: securities underwriting; securities dealing and market making; sponsoring mutual funds and investment companies (subject to regulatory requirements described below); insurance underwriting and agency; merchant banking,; and activities that the FRB determines, in consultation with the Secretary of the United States Treasury, to be financial in nature or incidental to a financial activity.
Activities that are “financial in nature” include, but are not limited to: securities underwriting; securities dealing and market making; sponsoring mutual funds and investment companies (subject to regulatory requirements described below); insurance underwriting and agency; merchant banking; and activities that the FRB determines, in consultation with the Secretary of the United States Treasury, to be financial in nature or incidental to a financial activity.
COMPETITION The financial services business is highly competitive. Comerica and its subsidiaries mainly compete in their primary and secondary geographic markets, and also compete throughout the continental U.S., Mexico and Canada as they pursue certain businesses on a national scale that fall outside of the primary markets, such as U.S. Banking, Mortgage Banker, Environmental Services and National Dealer Services.
COMPETITION The financial services business is highly competitive. Comerica and its subsidiaries mainly compete in their primary and secondary geographic markets, and also compete throughout the continental U.S., Mexico and Canada as they pursue certain businesses on a national scale that fall outside of the primary markets, such as U.S. Banking, Environmental Services and National Dealer Services.
UNDERWRITING APPROACH The loan portfolio is a primary source of profitability and risk, so proper loan underwriting is critical to Comerica's long-term financial success. Comerica extends credit to businesses, individuals and public entities based on sound lending principles and consistent with prudent banking practice.
UNDERWRITING APPROACH The loan portfolio is a primary source of profitability and risk, making proper loan underwriting critical to Comerica's long-term financial success. Comerica extends credit to businesses, individuals and public entities based on sound lending principles and consistent with prudent banking practice.
It is Comerica’s intent to continue monitoring regulations and best practices for sound incentive compensation practices. In 2016, the FRB, OCC and several other federal financial regulators revised and re-proposed rules to implement Section 956 of the Dodd-Frank Act.
It is Comerica’s intent to continue monitoring regulations and best practices for sound incentive compensation practices. In 2024, the FRB, OCC and several other federal financial regulators revised and re-proposed rules, previously proposed in 2016, to implement Section 956 of the Dodd-Frank Act.
In considering applications for approval of acquisitions, the banking regulators may take several factors into account, including whether the financial holding company and its subsidiaries are well capitalized and well managed, are in compliance with anti-money laundering laws and regulations, or have CRA ratings of less than “Satisfactory.” The Bank's current CRA rating is "Outstanding." 3 Table of Contents Acquisitions of Ownership of Comerica Acquisitions of Comerica’s voting stock above certain thresholds are subject to prior regulatory notice or approval under federal banking laws, including the Bank Holding Company Act of 1956 and the Change in Bank Control Act of 1978.
In considering applications for approval of acquisitions, the banking regulators may take several factors into account, including whether the financial holding company and its subsidiaries are well capitalized and well managed, are in compliance with anti-money laundering laws and regulations, or have CRA ratings of less than “Satisfactory.” The Bank's current CRA rating is "Outstanding." 5 Acquisitions of Ownership of Comerica Acquisitions of Comerica’s voting stock above certain thresholds are subject to prior regulatory notice or approval under federal banking laws, including the Bank Holding Company Act of 1956 and the Change in Bank Control Act of 1978.
Among other regulatory changes, EGRRCPA amended various sections of the Dodd-Frank Act, including section 165 of Dodd-Frank Act, which was revised to raise the asset thresholds for determining the application of enhanced prudential standards for bank holding companies.
Among other regulatory changes, EGRRCPA amended various sections of the Dodd-Frank Act, including section 165 of Dodd-Frank Act, which was revised to raise the asset thresholds for determining the application of enhanced prudential standards for bank holding companies (the “Tailoring Rules”).
The Code of Business Conduct and Ethics for Employees, the Code of Business Conduct and Ethics for Members of the Board of Directors and the Senior Financial Officer Code of Ethics adopted by Comerica are also available on the Internet website and are available in print to any shareholder who requests them.
The Code of Business Conduct and Ethics for Employees, the Code of Business Conduct and Ethics for Members of the Board of Directors and the Senior Financial Officer Code of Ethics adopted by Comerica are also available on Comerica's website and are available in print to any shareholder who requests them.
Additional Tier 1 capital primarily includes any outstanding noncumulative perpetual preferred stock and related surplus. Comerica has also made the election to permanently exclude accumulated other comprehensive income related to debt securities classified as available-for-sale, cash flow hedges, and defined benefit postretirement plans from CET1 capital.
Comerica has also made the election to permanently exclude accumulated other comprehensive income related to debt securities classified as available-for-sale, cash flow hedges, and defined benefit postretirement plans from CET1 capital. Additional Tier 1 capital primarily includes any outstanding noncumulative perpetual preferred stock and related surplus. Tier 1 capital is equal to CET1 capital plus additional Tier 1 capital.
Comerica strives to provide pay, benefits and programs that help meet the varying needs of its employees. Compensation and benefits include market-competitive pay, retirement programs, broad-based bonuses, an employee stock purchase plan, health and welfare benefits, an employee assistance program, financial counseling, paid time off, family leave and flexible work schedules.
Comerica strives to provide pay, benefits and programs that are competitive, cost effective and help meet the varying needs of its employees. Compensation and benefits include market-competitive pay, broad-based bonuses, retirement programs, an employee stock purchase plan, health and welfare benefits, an employee assistance program, financial counseling, paid time off, family leave and flexible work schedules.
"Complementary activities" are activities that the FRB determines upon application to be complementary to a financial activity and that do not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally.
“Complementary activities” are activities that the FRB determines upon application to be complementary to a financial activity and that do not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally.
On October 18, 2022, the FDIC finalized a rule that would increase initial base deposit insurance assessment rates by 2 basis points, beginning with the first quarterly assessment period of 2023.
On October 18, 2022, the FDIC finalized a rule that would increase initial base deposit insurance assessment rates by two basis points, beginning with the first quarterly assessment period of 2023.
AVAILABLE INFORMATION Comerica maintains an Internet website at www.comerica.com where the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available without charge, as soon as reasonably practicable after those reports are filed with or furnished to the SEC.
AVAILABLE INFORMATION Comerica maintains an Internet website at www.comerica.com where its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to such reports are available without charge, as soon as reasonably practicable after such reports are filed with or furnished to the SEC.
Failure to comply with these sanctions could have serious legal and reputational consequences.
Failure to comply with these sanctions could have serious legal, financial and reputational consequences.
In addition to banks, Comerica and its banking subsidiaries also face competition from financial intermediaries, including savings and loan associations, consumer and commercial finance companies, leasing companies, venture capital funds, credit unions, investment banks, insurance companies and securities firms.
In addition to banks, Comerica and its banking subsidiaries also face competition from financial intermediaries, including savings and loan associations, consumer and commercial finance companies, leasing companies, venture capital funds, hedge funds, private equity firms, credit unions, investment banks, insurance companies and securities firms.
Changes in applicable law or regulation, and in their application by regulatory agencies, cannot be predicted, but they may have a material effect on the business of Comerica and its subsidiaries. 2 Table of Contents Economic Growth, Regulatory Relief and Consumer Protection Act and Recent Developments On May 24, 2018, EGRRCPA was signed into law.
Changes in applicable law or regulation, and in their application by regulatory agencies, cannot be predicted, but they may have a material effect on the business of Comerica and its subsidiaries. 4 Economic Growth, Regulatory Relief and Consumer Protection Act and Recent Developments On May 24, 2018, EGRRCPA was signed into law.
Comerica's swap dealing activities for purposes of the de minimis exception are currently below this threshold. The initial margin requirements for non-centrally cleared swaps and security-based swaps were effective for Comerica’s swap and security-based swap counterparties that are swap dealers or major swap participants on September 1, 2022, and such counterparties are required to collect initial margin from Comerica.
Comerica's swap dealing activities for purposes of the de minimis exception are currently below these thresholds. The initial margin requirements for non-centrally cleared swaps and security-based swaps were effective for Comerica’s swap and security-based swap counterparties that are swap dealers or major swap participants on September 1, 2022, and such counterparties are required to collect initial margin from Comerica.
There are statutory and regulatory requirements applicable to the payment of dividends by subsidiary banks to 5 Table of Contents Comerica, as well as by Comerica to its shareholders. Certain, but not all, of these requirements are discussed below. No assurances can be given that Comerica’s bank subsidiaries will, in any circumstances, pay dividends to Comerica.
There are statutory and regulatory requirements applicable to the payment of dividends by subsidiary banks to 7 Comerica, as well as by Comerica to its shareholders. Certain, but not all, of these requirements are discussed below. No assurances can be given that Comerica’s bank subsidiaries will, in any circumstances, pay dividends to Comerica.
The ability of non-banks to provide services previously limited to traditional banks has intensified competition. Because non-banks are not subject to many of the same 1 Table of Contents regulatory restrictions as banks and bank holding companies, they can often operate with greater flexibility and lower cost structures.
The ability of non-banks to provide services previously limited to traditional banks has intensified competition. Because non-banks are not 3 subject to many of the same regulatory restrictions as banks and bank holding companies, they can often operate with greater flexibility and lower cost structures.
This category of laws includes the Currency and Foreign Transactions Reporting Act of 170, as amended (the "Bank Secrecy Act"), the Money Laundering Control Act, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or USA PATRIOT Act.
This category of laws includes the Currency and Foreign Transaction Reporting Act of 1970, as amended (the "Bank Secrecy Act"), the Money Laundering Control Act, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or USA PATRIOT Act.
Loans with variable and fixed rates are underwritten to achieve expected risk- 11 Table of Contents adjusted returns on the credit facilities and for the full relationship including the borrower's ability to repay the principal and interest based on such rates.
Loans with variable and fixed rates are underwritten to achieve expected risk-adjusted returns on the credit facilities and for the full relationship including the borrower's ability to repay the principal and interest based on such rates.
For example, sanctions may include: (1) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on U.S. persons engaging in financial transactions relating to, making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (2) a blocking of assets in which the government or “specially designated nationals” of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons).
For example, sanctions may include: (1) restrictions on trade with or investment in a sanctioned country or with persons located in, resident of, or organized under the laws of a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on U.S. persons engaging in financial transactions relating to, making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (2) blocking of assets in which the government of a sanctioned country or sanctioned persons have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons).
Comerica has compliance programs required by the Volcker Rule and has either divested or received extensions for any holdings in Covered Funds. 10 Table of Contents In October 2019, the five federal agencies with rulemaking authority with respect to the Volcker Rule finalized changes designed to simplify compliance with the Volcker Rule.
Comerica has compliance programs required by the Volcker Rule and has either divested or received extensions for any holdings in Covered Funds. 12 In October 2019, the five federal agencies with rulemaking authority with respect to the Volcker Rule finalized changes designed to simplify compliance with the Volcker Rule.
Comerica’s Chief Administrative Officer and Chief Human Resources Officer reports directly to the Chairman, President and CEO and manages all aspects of the employee experience, including talent acquisition, diversity and inclusion, learning and development, talent management, compensation and benefits.
Comerica’s Chief Administrative Officer and Chief Human Resources Officer reports directly to the Chairman, President and CEO and manages all aspects of the employee experience, including talent acquisition, colleague engagement, learning and development, talent management, compensation and benefits.
They have strategically placed offices in faster growing markets where there is a concentration of customers and industries they serve. Comerica has established commercial offices in North Carolina and South Carolina, private banking offices in Georgia and made investments in the Mountain West region of the United States.
They have strategically placed offices in faster growing markets where there is a concentration of customers and industries they serve. Comerica has established commercial offices in North Carolina, South Carolina and Colorado, and has made other investments in the Mountain West region of the United States.
As of December 31, 2023, Comerica owned directly or indirectly all the outstanding common stock of 2 active banking subsidiaries (Comerica Bank, a Texas banking association, and Comerica Bank & Trust, National Association) as well as non-banking subsidiaries.
As of December 31, 2024, Comerica owned directly or indirectly all the outstanding common stock of two active banking subsidiaries (Comerica Bank, a Texas banking association, and Comerica Bank & Trust, National Association) as well as non-banking subsidiaries.
Regulatory and supervisory scrutiny of regional banking organizations has recently increased as a result of the bank failures in the spring of 2023. 9 Table of Contents Resolution Plans As a depository institution with $50 billion or more of total consolidated assets, the Bank is required to periodically file a resolution plan with the FDIC.
Regulatory and supervisory scrutiny of regional banking organizations increased as a result of the bank failures in the spring of 2023. 11 Resolution Plans As a depository institution with $50 billion or more of total consolidated assets, the Bank is required to periodically file a resolution plan with the FDIC.
At January 1, 2024, Comerica's subsidiary banks could declare aggregate dividends of approximately $400 million from retained net profits of the preceding two years. Comerica's subsidiary banks declared dividends of $675 million in 2023, $1.0 billion in 2022 and $852 million in 2021.
At January 1, 2025, Comerica's subsidiary banks could declare aggregate dividends of approximately $782 million from retained net profits of the preceding two years. Comerica's subsidiary banks declared dividends of $200 million in 2024, $675 million in 2023 and $1.0 billion in 2022.
We provide information about the net interest income and noninterest income we received from our various classes of products and services: (1) under the caption, “Analysis of Net Interest Income” in the Financial Section of this report; (2) under the caption “Rate/Volume Analysis” in the Financial Section of this report; and (3) under the caption “Noninterest Income” in the Financial Section of this report.
Comerica provides information about the net interest income and noninterest income it received from its various classes of products and services: (1) under the caption, “Analysis of Net Interest Income” in the Financial Section of this report; (2) under the caption “Rate/Volume Analysis” in the Financial Section of this report; and (3) under the caption “Noninterest Income” in the Financial Section of this report.
In 2023, over 14,000 skills-based titles were offered to Comerica colleagues and an average of around 24 hours of training per employee were completed. Comerica also supports its employees’ involvement in external development programs and volunteerism.
In 2024, over 23,000 skills-based titles were offered to Comerica colleagues and an average of around 22 15 hours of training per employee were completed. Comerica also supports its employees’ involvement in external development programs and volunteerism.
Important factors considered as part of the underwriting process for new loans and loan renewals include: • People: Including the competence, integrity and succession planning of customers. • Purpose: The legal, logical and productive purposes of the credit facility. • Payment: Including the source, timing and probability of payment. • Protection: Including obtaining alternative sources of repayment, securing the loan, as appropriate, with collateral and/or third-party guarantees and ensuring appropriate legal documentation is obtained. • Perspective: The risk/reward relationship and pricing elements (cost of funds; servicing costs; time value of money; credit risk).
Important factors considered as part of the underwriting process for new loans and loan renewals include: • People: Including the competence, integrity and succession planning of customers. • Purpose: The legal, logical and productive purposes of the credit facility. • Payment: Including the source, timing and probability of payment. • Protection: Including obtaining alternative sources of repayment, securing the loan, as appropriate, with collateral and/or third-party guarantees and ensuring appropriate legal documentation is obtained. • Perspective: The risk/reward relationship and pricing elements (cost of funds; servicing costs; time value of money; credit risk). 13 Comerica prices credit facilities to reflect risk, the related costs and the expected return, while maintaining competitiveness with other financial institutions.
(“FINRA”), the Department of Licensing and Regulatory Affairs of the State of Michigan, the Municipal Securities Rulemaking Board (“MSRB”) and the Securities and Exchange Commission (“SEC”) (in the case of Comerica Securities, Inc.); the Department of Insurance and Financial Services of the State of Michigan (in the case of Comerica Insurance Services, Inc.); and the DOL (in the case of Comerica Securities, Inc. and Comerica Insurance Services, Inc.).
(“FINRA”), the Department of Licensing and Regulatory Affairs of the State of Michigan and the Securities and Exchange Commission (“SEC”) (in the case of Comerica Securities, Inc.); and the Department of Insurance and Financial Services of the State of Michigan (in the case of Comerica Insurance Services, Inc.).
Under the current system, premiums are 7 Table of Contents assessed quarterly and could increase if, for example, criticized loans and/or other higher risk assets increase or balance sheet liquidity decreases, or a bank's supervisory ratings worsen. For 2023, Comerica’s FDIC insurance expense totaled $180 million.
Under the current system, premiums are 9 assessed quarterly and could increase if, for example, criticized loans and/or other higher risk assets increase or balance sheet liquidity decreases, or a bank's supervisory ratings worsen. For 2024, Comerica’s FDIC insurance expense totaled $76 million.
OFAC also publishes lists of persons, organizations, and countries suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.
OFAC also publishes a list of persons and organizations subject to sanctions, including, among others, those suspected of aiding, harboring or engaging in terrorist acts, known as the Specially Designated Nationals and Blocked Persons List. Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.
Where we have included web addresses in this report, such as our web address and the web address of the SEC, we have included those web addresses as inactive textual references only. Except as specifically incorporated by reference into this report, information on those websites is not part hereof.
Web addresses included in this report, such as Comerica's web address and the web address of the SEC, have been included in this report as inactive textual references only. Except as specifically incorporated by reference into this report, information on such websites is not part of this report or incorporated by reference herein.
As of December 31, 2023, Comerica and its subsidiaries had 7,496 full-time and 367 part-time employees, primarily located in Comerica’s primary markets of Michigan, Texas, California, Arizona, Florida and North Carolina.
As of December 31, 2024, Comerica and its subsidiaries had 7,565 full-time and 363 part-time employees, mainly located in Comerica’s primary markets of Michigan, Texas, California, Arizona, Florida and North Carolina.
Failure to be well capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators, including restrictions on the ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications, or other restrictions on growth. 4 Table of Contents At December 31, 2023, Comerica met all of its minimum risk-based capital ratio and leverage ratio requirements plus the applicable capital conservation buffer and the applicable well capitalized requirements, as shown in the table below: (dollar amounts in millions) Comerica Incorporated (Consolidated) Comerica Bank December 31, 2023 CET1 capital (minimum $3.4 billion (Consolidated)) $ 8,414 $ 8,007 Tier 1 capital (minimum $4.6 billion (Consolidated)) 8,808 8,007 Total capital (minimum $6.1 billion (Consolidated)) 10,263 9,362 Risk-weighted assets 75,901 75,783 Average assets (fourth quarter) 87,538 87,423 CET1 capital to risk-weighted assets (minimum-4.5%) 11.09 % 10.57 % Tier 1 capital to risk-weighted assets (minimum-6.0%) 11.60 10.57 Total capital to risk-weighted assets (minimum-8.0%) 13.52 12.35 Tier 1 capital to average assets (minimum-4.0%) 10.06 9.16 Capital conservation buffer (minimum-2.5%) 5.52 4.35 December 31, 2022 CET1 capital (minimum $3.5 billion (Consolidated)) $ 7,884 $ 7,801 Tier 1 capital (minimum $4.7 billion (Consolidated)) 8,278 7,801 Total capital (minimum $6.3 billion (Consolidated)) 9,817 9,190 Risk-weighted assets 78,871 78,781 Average assets (fourth quarter) 86,726 86,608 CET1 capital to risk-weighted assets (minimum-4.5%) 10.00 % 9.90 % Tier 1 capital to risk-weighted assets (minimum-6.0%) 10.50 9.90 Total capital to risk-weighted assets (minimum-8.0%) 12.45 11.67 Tier 1 capital to average assets (minimum-4.0%) 9.55 9.01 Capital conservation buffer (minimum-2.5%) 4.45 3.67 Additional information on the calculation of Comerica’s and its bank subsidiaries’ CET1 capital, Tier 1 capital, total capital and risk-weighted assets is set forth in the “Capital” section in the Financial Section of this report and Note 20 of the Notes to Consolidated Financial Statements in the Financial Section of this report.
Failure to be well capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators, including restrictions on the ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications, or other restrictions on growth. 6 At December 31, 2024, Comerica met all of its minimum risk-based capital ratio and leverage ratio requirements plus the applicable capital conservation buffer and the applicable well capitalized requirements, as shown in the table below: (dollar amounts in millions) Comerica Incorporated (Consolidated) Comerica Bank December 31, 2024 CET1 capital (minimum $3.3 billion (Consolidated)) $ 8,667 $ 8,547 Tier 1 capital (minimum $4.4 billion (Consolidated)) 9,061 8,547 Total capital (minimum $5.8 billion (Consolidated)) 10,363 9,799 Risk-weighted assets 72,903 72,833 Average assets (fourth quarter) 81,797 81,643 CET1 capital to risk-weighted assets (minimum-4.5%) 11.89 % 11.74 % Tier 1 capital to risk-weighted assets (minimum-6.0%) 12.43 11.74 Total capital to risk-weighted assets (minimum-8.0%) 14.21 13.45 Tier 1 capital to average assets (minimum-4.0%) 11.08 10.47 Capital conservation buffer (minimum-2.5%) 6.21 5.45 December 31, 2023 CET1 capital (minimum $3.4 billion (Consolidated)) $ 8,414 $ 8,007 Tier 1 capital (minimum $4.6 billion (Consolidated)) 8,808 8,007 Total capital (minimum $6.1 billion (Consolidated)) 10,263 9,362 Risk-weighted assets 75,901 75,783 Average assets (fourth quarter) 87,538 87,423 CET1 capital to risk-weighted assets (minimum-4.5%) 11.09 % 10.57 % Tier 1 capital to risk-weighted assets (minimum-6.0%) 11.60 10.57 Total capital to risk-weighted assets (minimum-8.0%) 13.52 12.35 Tier 1 capital to average assets (minimum-4.0%) 10.06 9.16 Capital conservation buffer (minimum-2.5%) 5.52 4.35 Additional information on the calculation of Comerica’s and its bank subsidiaries’ CET1 capital, Tier 1 capital, total capital and risk-weighted assets is set forth in the “Capital” section in the Financial Section of this report and Note 20 of the Notes to Consolidated Financial Statements in the Financial Section of this report.
Data privacy and data protection are also areas of increasing state legislative focus. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”), applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds.
For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act in 2023 (collectively, the “CCPA”), applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds.
On November 16, 2023, the FDIC adopted a final rule to implement this special assessment based on a banking organization’s estimated uninsured deposits as of December 31, 2022, excluding the first $5 billion in estimated uninsured deposits. Comerica recorded an expense of $109 million as a result of this special assessment during the year ended December 31, 2023.
On November 16, 2023, the FDIC adopted a final rule to implement this special assessment based on a banking organization’s estimated uninsured deposits as of December 31, 2022, excluding the first $5 billion in estimated uninsured deposits.
All full-time colleagues are granted up to 8 hours of PTO annually, and all part-time colleagues are granted up to 4 hours of PTO annually to use for volunteer events. This includes volunteer opportunities related and unrelated to Comerica. Comerica’s investment in its employees has resulted in a long-tenured workforce, with average tenure of around 12 years of service.
Annually, full-time colleagues are granted up to eight hours of PTO, and part-time colleagues are granted up to four hours of PTO annually to use for volunteer events whether related or unrelated to Comerica. Comerica’s investment in its employees has resulted in a long-tenured workforce, with average tenure of around 11 years of service.
The CCPA contains several exemptions, including an exemption applicable to information that is collected, processed, sold or disclosed pursuant to the Gramm-Leach-Bliley Act. Comerica has a physical footprint in California and is required to comply with the CCPA. Similar laws may also be adopted by other states. The federal government may also pass data privacy or data protection legislation.
The CCPA contains several exemptions, including an exemption applicable to information that is collected, processed, sold or disclosed pursuant to the Gramm-Leach-Bliley Act. Comerica has a physical footprint in California and is required to comply with the CCPA. Similar laws may also be adopted by other states. There have also been ongoing discussions and proposals in the U.S.
For example, Section 23A of the Federal Reserve Act limits the aggregate outstanding amount of any insured depository institution’s loans and other “covered transactions” with any particular nonbank affiliate (including financial subsidiaries) to no more than 10% of the institution’s total capital and limits the aggregate outstanding amount of any insured depository institution’s covered transactions with all of its nonbank affiliates to no more than 20% of its total capital.
For example, Section 23A of the Federal Reserve Act limits the aggregate outstanding amount of any insured depository institution’s loans and other “covered transactions” with any individual "affiliate" (as defined by Section 23A of the Federal Reserve Act, as implemented by Regulation W) to no more than 10% of the institution’s total capital and surplus, and limits the aggregate outstanding amount of any insured depository institution’s covered transactions with all of its affiliates to no more than 20% of its total capital and surplus.
At December 31, 2023, Comerica had total assets of approximately $85.8 billion, total deposits of approximately $66.8 billion, total loans of approximately $52.1 billion and shareholders’ equity of approximately $6.4 billion. Comerica has strategically aligned its operations into three major business segments: the Commercial Bank, the Retail Bank, and Wealth Management.
At December 31, 2024, Comerica had total assets of approximately $79.3 billion, total deposits of approximately $63.8 billion, total loans of approximately $50.5 billion and shareholders’ equity of approximately $6.5 billion. Comerica has strategically aligned its operations into three major business segments: the Commercial Bank, the Retail Bank, and Wealth Management.
Additional Tier 1 capital primarily includes any outstanding noncumulative perpetual preferred stock and related surplus. Tier 1 capital is equal to CET1 capital plus additional Tier 1 capital. Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for credit losses. More information is set forth under the caption “Capital” in the Financial Section of this report.
Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for credit losses. Total capital is the amount equal to Tier 1 capital plus Tier 2 capital. More information is set forth under the caption “Capital” in the Financial Section of this report.
Comerica is subject to supervision and regulation at the federal level by the Board of Governors of the Federal Reserve System through the Federal Reserve Bank of Dallas (“FRB”) pursuant to the Bank Holding Company Act of 1956, as amended.
SUPERVISION AND REGULATION Banks, bank holding companies, and other financial institutions are highly regulated at both the state and federal level. Comerica is subject to supervision and regulation at the federal level by the Board of Governors of the Federal Reserve System through the Federal Reserve Bank of Dallas pursuant to the Bank Holding Company Act of 1956, as amended.
The Bank has elected to be a member of the Federal Reserve System under the Federal Reserve Act and, consequently, is supervised and regulated by the FRB. Comerica Bank & Trust, National Association is federally chartered and is subject to supervision and regulation by the Office of the Comptroller of the Currency (“OCC”) pursuant to the National Bank Act.
Comerica Bank & Trust, National Association is federally chartered and is subject to supervision and regulation by the Office of the Comptroller of the Currency (“OCC”) pursuant to the National Bank Act. Comerica Bank & Trust, National Association, by virtue of being a national bank, is also a member of the Federal Reserve System.
Comerica is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, both as administered by the SEC, as well as the rules of the New York Stock Exchange. Described below are material elements of selected laws and regulations applicable to Comerica and its subsidiaries.
Comerica is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), both as administered by the SEC, as well as the rules of the New York Stock Exchange.
In addition to the three major business segments, Finance is also reported as a segment. Comerica operates in five primary geographic markets - Texas, California, Michigan, Arizona and Florida - and secondarily in several mountain, southeastern, and other states, and in Canada and Mexico. In 2023, Comerica announced a strategic relationship with Ameriprise to become Comerica’s new investment program provider.
Comerica operates in five primary geographic markets - Texas, California, Michigan, Arizona and Florida - and secondarily in several mountain, southeastern and other states, and in Canada and Mexico. In 2023, Comerica announced a strategic relationship with Ameriprise Financial Institutions Group ("Ameriprise") to become Comerica’s new investment program provider.
The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described.
Described below are material elements of selected laws and regulations applicable to Comerica and its subsidiaries. The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described.
On November 5, 2018, the CFTC issued a final rule that sets the permanent aggregate gross notional amount threshold for the de minimis exception from the definition of swap dealer at $8 billion in swap dealing activity entered into by a person over the preceding 12 months.
On November 5, 2018, the CFTC issued a final rule that sets the permanent aggregate gross notional amount threshold for the de minimis exception from the definition of swap dealer at $8 billion in swap dealing activity entered into by a person over the preceding 12 months, and a lower threshold of $25 million in swap dealing activities with "special entities" as such term is defined in 17 CFR 23.401(c).
Similar state laws may impose additional requirements on Comerica and its subsidiaries. FDIC Insurance Assessments The DIF provides deposit insurance coverage for certain deposits up to $250,000 per depositor in each deposit account category. Comerica's subsidiary banks are subject to FDIC deposit insurance assessments to maintain the DIF.
FDIC Insurance Assessments The DIF provides deposit insurance coverage for certain deposits up to $250,000 per depositor in each deposit account category. Comerica's subsidiary banks are subject to FDIC deposit insurance assessments to maintain the DIF.
Total capital is the amount equal to Tier 1 capital plus Tier 2 Capital. Entities that engage in trading activities that exceed specified levels also are required to maintain capital to account for market risk.
Entities that engage in trading activities that exceed specified levels also are required to maintain capital to account for market risk.
The rule defines what constitutes a reportable incident and also requires bank service providers to provide notice to their respective banking organization customers of certain cybersecurity incidents.
The rule defines what constitutes a reportable computer-security incident and also requires bank service providers to provide notice to their respective banking organization customers of certain computer-security incidents. Data privacy and data protection are also areas of increasing state legislative focus.
Finally, the industry continues to consolidate, which eliminates some regional and local institutions, while potentially strengthening acquirers. Comerica believes that the level of competition in all geographic markets will continue to increase in the future. SUPERVISION AND REGULATION Banks, bank holding companies, and other financial institutions are highly regulated at both the state and federal level.
Finally, the industry in which Comerica operates continues to consolidate, which eliminates some regional and local institutions, while potentially strengthening acquirers. Comerica believes that the level of competition in all geographic markets in which it operates will continue to increase in the future.
For additional information specific to our CRE loan portfolio, please see the caption “Commercial Real Estate Lending” in the Financial Section of this report. 12 Table of Contents Consumer and Residential Mortgage Loan Portfolios Comerica's consumer and residential mortgage loan underwriting includes an assessment of each borrower's personal financial condition, including a review of credit reports and related FICO scores (a type of credit score used to assess an applicant's credit risk) and verification of income and assets, as applicable.
Consumer and Residential Mortgage Loan Portfolios Comerica's consumer and residential mortgage loan underwriting includes an assessment of each borrower's personal financial condition, including a review of credit reports and related FICO scores (a type of credit score used to assess an applicant's credit risk) and verification of income and assets, as applicable.
Under EGRRCPA bank holding companies with less than $100 billion of consolidated assets, such as Comerica, became exempt from all of the Dodd-Frank enhanced prudential standards, except risk committee requirements.
Under EGRRCPA bank holding companies with less than $100 billion of consolidated assets, such as Comerica, became exempt from all of the Dodd-Frank enhanced prudential standards, except risk committee requirements. As a result, Comerica currently is not subject to the remaining Dodd-Frank Act enhanced prudential standards or certain capital and liquidity rules to large bank holding companies and depository institutions.
On August 29, 2023, the FDIC released a proposed rule that would require insured depository institutions with assets of at least $50 billion but less than $100 billion, such as the Bank, to submit resolution-related informational filings. Comerica is monitoring the development of this proposal.
On June 20, 2024, the FDIC released a final rule that requires insured depository institutions with assets of at least $50 billion but less than $100 billion, such as the Bank, to submit resolution-related informational filings. Comerica is preparing to file the informational filing as required by the final rule.
Of the approximately 2,330 open employee positions filled in 2023, 61% were filled by external hires and 39% positions were filled by internal hires. Employee turnover for 2023 was approximately 15%. In 2023, Comerica conducted its third enterprise-wide employee engagement survey, with approximately 85% of colleagues participating.
Of the approximately 2,216 open employee positions filled in 2024, 65% were filled by external hires and 35% of positions were filled by internal hires. Employee turnover for 2024 was approximately 17%. Comerica plans to launch its fourth enterprise-wide engagement survey in 2025 as the last one was in 2023, with approximately 85% of colleagues participating.
Based on total assets as reported in the most recently filed Consolidated Financial Statements for Bank Holding Companies (FR Y-9C), it was among the 25 largest commercial United States (“U.S.”) financial holding companies.
Item 1. Business. GENERAL Comerica Incorporated is a financial services company, incorporated under the laws of the State of Delaware in 1973, and headquartered in Dallas, Texas. Based on total assets as reported in the most recently filed Consolidated Financial Statements for Bank Holding Companies (FR Y-9C), Comerica was among the 25 largest commercial United States (“U.S.”) financial holding companies.
Like other lenders, the Bank and other of Comerica’s subsidiaries use credit bureau data in their underwriting activities. Use of such data is regulated under the FCRA and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes.
Use of such data is regulated under the FCRA, and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes. State laws similar to the FCRA may impose additional requirements on Comerica and its subsidiaries.
The FRB is currently soliciting comments on a proposal to lower the maximum interchange fee a large debit card issuer can receive for a debit card transaction.
On November 14, 2023, the FRB issued a proposal to lower the maximum interchange fee a large debit card issuer can receive for a debit card transaction. The FRB has not yet issued a final rule.
Solicitation of salary history from applicants is prohibited. Attraction, Development and Retention . Comerica measures the success of its talent acquisition strategy on speed and quality of acquisition, diversity of its applicant pool, and new colleague retention. In addition, overall performance metrics are tracked for each key business line.
Attraction, Development and Retention . Comerica measures the success of its talent acquisition strategy on speed and quality of acquisition and new colleague retention. In addition, overall performance metrics are tracked for each key business line. Sourcing strategies and support structures are evaluated and modified to ensure that performance targets are met consistently.
Comerica periodically examines the main components of compensation, like salaries and bonuses, by grade level and position to ensure similar positions receive similar pay to the extent other factors can be equalized ( e.g. , time in position, performance, education). Comerica also considers equitable benefits and looks at policies and practices that potentially drive inequities.
In 2024, Comerica kept its minimum wage at $18 per hour. Periodically the main components of compensation, like salaries and bonuses, by grade level and position are reviewed to ensure similar positions receive similar pay to the extent other factors can be equalized ( e.g. , time in position, performance, education). Solicitation of salary history from applicants is prohibited.
Investors should regularly review that website because Comerica regularly and routinely posts other important information there, particularly in the "Investor Relations" portion of the website.
Investors should regularly review Comerica's website as Comerica regularly and routinely posts other important information there, particularly in the "Investor Relations" portion of the website. The SEC maintains a public website, www.sec.gov , which includes reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
The rule, which became effective January 1, 2024, requires most entities created in or registered to do business in the United States, subject to certain exceptions, to report information about their beneficial owners to FinCEN. 8 Table of Contents Office of Foreign Assets Control Regulation The Office of Foreign Assets Control (“OFAC”) is responsible for administering economic sanctions that affect transactions with designated foreign countries, nationals and others, as defined by various Executive Orders and Acts of Congress.
The rule, which became effective January 1, 2024, requires most entities created in or registered to do business in the United States, subject to certain exceptions, to report information about their beneficial owners to FinCEN.
Human Rights Campaign's Corporate Equality Index (for LGBTQ+ equality) once again gave Comerica a perfect score of 100% in 2023. Comerica has thirteen Employee Resource Groups (ERGs), consisting of employees with common interests organized to promote professional development, social networking, awareness and inclusion, social impact and talent attraction and retention.
Comerica has 15 Employee Resource Groups (ERGs), consisting of employees with common interests organized to promote professional development, social networking, awareness and inclusion, social impact and talent attraction and retention. These ERGs help support and sustain Comerica's colleague engagement model. Compensation and Benefits .
The full Board, either directly or through one or more of its committees, is provided annual workforce updates. To enhance the Board’s understanding of Comerica's talent pipeline, the Board routinely meets with high-potential employees in formal and informal settings. Productivity . Comerica carefully manages the size of its workforce and reallocates resources as needed.
The Governance, Compensation and Nominating Committee of the Board reviews Comerica’s human capital management strategy which encompasses talent development programs, succession planning, recruitment evaluations and other workforce updates. This Committee also reviews Comerica’s colleague engagement programs. To enhance the Board’s understanding of Comerica's talent pipeline, the Board routinely meets with high-potential employees in formal and informal settings. Productivity .
Comerica Bank & Trust, National Association, by virtue of being a national bank, is also a member of the Federal Reserve System.
The Bank has elected to be a member of the Federal Reserve System under the Federal Reserve Act and, consequently, is supervised and regulated by the Federal Reserve Bank ("FRB").
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Item 1. Business. GENERAL Comerica Incorporated (“Comerica”) is a financial services company, incorporated under the laws of the State of Delaware in 1973, and headquartered in Dallas, Texas.
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Comerica expects that the Trump administration will seek to implement a regulatory reform agenda that is significantly different from that of the Biden administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDomestically, the elevated budget deficit, the possibility of a federal government shutdown and/or debt ceiling crisis, as well as broader issues surrounding the federal budgeting process and governance, may contribute to a possibility downgrade of the U.S. sovereign credit rating, potentially causing knock-on effects for the broader economy and financial system that could include a recession. 23 Table of Contents The Federal Reserve has rapidly tightened monetary policies during the recovery from the 2020 recession, including both increases in interest rates and reductions in the size of the central bank’s balance sheet, which contribute to the risk of a monetary policy error.
Biggest changeDomestically, the public debt, the possibility of a federal government shutdown and/or debt ceiling crisis, as well as broader issues surrounding the federal budgeting process and governance, may contribute to the possibility of a downgrade of the U.S. sovereign credit rating, potentially causing knock-on effects for the broader economy and financial system that could include a recession.
For more information, please see "Leveraged Loans” and "Automotive Lending - Production" in of the Financial Section of this report. • Declines in the businesses or industries of Comerica's customers could cause increased credit losses or decreased loan balances, which could adversely affect Comerica.
For more information, please see "Leveraged Loans” and "Automotive Lending - Production" in the Financial Section of this report. • Declines in the businesses or industries of Comerica's customers could cause increased credit losses or decreased loan balances, which could adversely affect Comerica.
Comerica has been, and may in the future be, subject to various legal and regulatory proceedings. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that Comerica will prevail in any proceeding or litigation.
Comerica is, has been, and may in the future be, subject to various legal and regulatory proceedings. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that Comerica will prevail in any proceeding or litigation.
Some of Comerica's competitors (larger or smaller) may have more liberal lending policies and and aggressive pricing standards for loans, deposits and services. Increasingly, Comerica competes with other companies based on financial technology and capabilities, such as mobile banking applications and funds transfer. Additionally, the financial services industry is subject to extensive regulation.
Some of Comerica's competitors (larger or smaller) may have more liberal lending policies and aggressive pricing standards for loans, deposits and services. Increasingly, Comerica competes with other companies based on financial technology and capabilities, such as mobile banking applications and funds transfer. Additionally, the financial services industry is subject to extensive regulation.
General market fluctuations, including real or anticipated changes in the strength of the economy; industry factors and general economic and political conditions and events, such as economic slowdowns or recessions; interest rate changes, oil price volatility or credit loss trends, among other factors, could also cause Comerica's stock price to decrease regardless of operating results.
General market fluctuations, including real or anticipated changes in the strength of the economy; industry factors and general economic and political conditions and events, such as economic slowdowns or recessions; interest rate changes, oil price volatility or credit loss trends, among other factors, could also cause Comerica's stock price to decrease, regardless of Comerica's operating results.
Comerica's stock price can fluctuate significantly in response to a variety of factors including, among other things: • Actual or anticipated variations in quarterly results of operations. • Recommendations or projections by securities analysts. • Operating and stock price performance of other companies that investors deem comparable to Comerica. • News reports relating to trends, concerns and other issues in the financial services industry. • Perceptions in the marketplace regarding Comerica and/or its competitors. • New technology used, or services offered, by competitors. • Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Comerica or its competitors. • Changes in dividends and capital returns. • Changes in government regulations. • Cyclical fluctuations. • Geopolitical conditions such as acts or threats of terrorism or military conflicts. • Activity by short sellers and changing government restrictions on such activity.
Comerica's stock price can fluctuate significantly in response to a variety of factors including, among other things: • Actual or anticipated variations in quarterly results of operations. • Recommendations or projections by securities analysts. • Operating and stock price performance of other companies that investors deem comparable to Comerica. • News reports relating to trends, concerns and other issues in the financial services industry. • Perceptions in the marketplace regarding Comerica and/or its competitors. • New technology used, or services offered, by Comerica or competitors. 27 • Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving Comerica or its competitors. • Changes in dividends and capital returns. • Changes in government regulations. • Cyclical fluctuations. • Geopolitical conditions such as acts or threats of terrorism or military conflicts. • Activity by short sellers and changing government restrictions on such activity.
Both personally identifiable information and personal financial information is increasingly subject to legislation and regulation, the intent of which is to protect the privacy of personal information that is collected and handled. For example, the CCPA applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds, including Comerica.
Both personally identifiable information and personal financial information are increasingly subject to legislation and regulation, the intent of which is to protect the privacy of personal information that is collected and handled. For example, the CCPA applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds, including Comerica.
Although Comerica has programs in place related to business continuity, disaster recovery and information security to maintain the confidentiality, integrity and availability of its systems, business applications and customer information, such disruptions may still give rise to interruptions in service to customers and loss or liability to Comerica, including loss of customer data.
Although Comerica has programs in place related to business continuity, disaster recovery, physical security and information security to maintain the confidentiality, integrity, and availability of its systems, business applications and customer information, such disruptions may still give rise to interruptions in service to customers and loss or liability to Comerica, including loss of customer data.
Competition among providers of financial products and services continues to increase as technology advances have lowered the barriers to entry for financial technology companies, with customers having the opportunity to select from a growing variety of traditional and nontraditional alternatives, including crowdfunding, digital wallets and money transfer services.
Competition among providers of financial products and services continues to increase as advances in technology have lowered the barriers to entry for financial technology companies, with customers having the opportunity to select from a growing variety of traditional and nontraditional alternatives, including crowdfunding, digital wallets and money transfer services.
Additionally, a downgrade of the credit rating of any particular security issued by Comerica or its subsidiaries could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold. • The soundness of other financial institutions could adversely affect Comerica.
Additionally, a downgrade of the credit rating of any 18 particular security issued by Comerica or its subsidiaries could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold. • The soundness of other financial institutions could adversely affect Comerica.
This could have a material adverse impact on Comerica's operating results, revenues and costs and may result in increased volatility in the market price of Comerica's common stock. • Climate change manifesting as physical or transition risks could adversely affect Comerica's operations, businesses and customers.
This could have a material adverse impact on Comerica's operating results, revenues and costs and may result in increased volatility in the market price of Comerica's common stock. 26 • Climate change manifesting as physical or transition risks could adversely affect Comerica's operations, businesses and customers.
A successful penetration or circumvention of system security could cause Comerica serious negative consequences, including loss of customers and business opportunities, costs associated with maintaining business relationships after an attack or breach; significant business disruption to Comerica’s operations and business, misappropriation, exposure, or destruction of its confidential information, intellectual property, funds, and/or those of its customers; or damage to Comerica’s or Comerica’s customers’ and/or third parties’ computers or systems, and could result in a violation of applicable privacy laws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in Comerica’s security measures, reputational damage, reimbursement or other compensatory costs, additional compliance costs, and could adversely impact its results of operations, liquidity and financial condition.
A successful penetration or circumvention of system security could cause Comerica material negative consequences, including loss of customers and business opportunities, costs associated with maintaining business relationships after an attack or breach; significant business disruption to Comerica’s operations and business, misappropriation, exposure, or destruction of its confidential information, intellectual property, funds, and/or those of its customers; or damage to Comerica’s or Comerica’s customers’ and/or third parties’ computers or systems, and could result in a violation of applicable privacy laws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in Comerica’s security measures, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, and could adversely impact its results of operations, liquidity and financial condition.
Accounting estimates and processes are fundamental to how Comerica records and reports its financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting estimates and processes so they comply with U.S. Generally Accepted Accounting Principles ("GAAP").
Accounting estimates and processes are fundamental to how Comerica records and reports its financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting estimates and processes so they comply with U.S. Generally Accepted Accounting Principles.
Comerica's business, financial condition or results of operations could be materially adversely affected by the loss of any of its key employees, or Comerica's inability to attract and retain skilled employees. • Any future strategic acquisitions or divestitures may present certain risks to Comerica's business and operations.
Comerica's business, financial condition or results of operations could be materially adversely affected by the loss of any of its key employees, or Comerica's inability to attract and retain skilled employees. 24 • Any future strategic acquisitions or divestitures may present certain risks to Comerica's business and operations.
Comerica's financial condition and results of operations could be materially adversely impacted by changes in governmental monetary and fiscal policies. • Fluctuations in interest rates and their impact on deposit pricing could adversely affect Comerica's net interest income and balance sheet.
Comerica's financial condition and results of operations could be materially adversely impacted by changes in governmental monetary and fiscal policies. • Fluctuations in interest rates and their impact on deposit pricing could impact Comerica's net interest income and balance sheet.
While Basel III Endgame would not apply to Comerica as currently proposed, if Comerica becomes subject to those requirements or becomes subject to any other new laws or regulations related to capital and liquidity, such requirements could limit Comerica’s ability to pay dividends or make share repurchases or require Comerica to reduce business levels or to raise capital, which would have a material adverse effect on Comerica’s financial condition and results of operations. • Compliance with stringent capital requirements may adversely affect Comerica.
While the Basel III Endgame would not apply to Comerica as currently proposed, if Comerica becomes subject to those requirements or becomes subject to any other new laws or regulations related to capital and liquidity, such requirements could limit 22 Comerica’s ability to pay dividends or make share repurchases or require Comerica to reduce business levels or to raise capital, which would have a material adverse effect on Comerica’s financial condition and results of operations. • Compliance with stringent capital requirements may adversely affect Comerica.
Difficulties in capitalizing on the opportunities presented by a future acquisition may prevent Comerica from fully achieving the expected benefits from the acquisition, or may cause the achievement of such expectations to take longer to realize than expected.
Difficulties in capitalizing on the opportunities presented by a completed or future acquisition may prevent Comerica from fully achieving the expected benefits from the acquisition, or may cause the achievement of such expectations to take longer to realize than expected.
MARKET RISK • Governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact Comerica's financial condition and results of operations. Monetary and fiscal policies of various governmental and regulatory agencies, in particular the FRB, affect the financial services industry, directly and indirectly.
MARKET RISK • Governmental monetary and fiscal policies may adversely affect the financial services industry and, therefore, impact Comerica's financial condition and results of operations. Monetary and fiscal policies of various governmental and regulatory agencies, in particular the FRB, affect the financial services industry, both directly and indirectly.
Additionally, certain segments of the commercial real estate industry have been under pressure due to rapidly rising interest rates, shifts in demand ( i.e., office, retail), labor and materials shortages and capital markets volatility. Finally, energy prices continue to fluctuate and energy companies are expected to experience environmental pressure over the long-term.
Additionally, certain segments of the commercial real estate industry have been under pressure in recent years due to rapidly rising interest rates, shifts in demand ( i.e., office and retail), labor and materials shortages and capital markets volatility. Finally, energy prices continue to fluctuate, and energy companies are expected to experience environmental pressure over the long-term.
TECHNOLOGY RISK • Comerica faces security risks, including denial of service attacks, hacking, social engineering attacks targeting Comerica’s colleagues and customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of confidential information, adversely affect its business or reputation, and create significant legal and financial exposure.
TECHNOLOGY RISK • Comerica faces security risks, including denial of service attacks, hacking, social engineering attacks targeting Comerica’s colleagues, customers and partners, malware intrusion or data corruption attempts, and identity theft, that could result in the disclosure of confidential information, adversely affect Comerica's business or reputation, and create significant legal and financial exposure.
In addition, Comerica’s ability to implement backup systems and other safeguards with respect to third-party systems is more limited than with respect to its own systems.
In addition, Comerica’s ability to implement backup systems and other safeguards with respect to 20 third-party systems is more limited than with respect to its own systems.
In this context, any vendor failure to properly deliver these services could adversely affect Comerica’s business operations, and result in financial loss, reputational harm, and/or regulatory action. • Legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving Comerica and its subsidiaries, could adversely affect Comerica or the financial services industry in general.
In this context, any supplier failure to properly deliver these services could adversely affect Comerica’s business operations, and result in financial loss, reputational harm, and/or regulatory action. • Legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving Comerica and its subsidiaries, could adversely affect Comerica or the financial services industry in general.
The potential for operational risk exposure exists throughout Comerica’s business and, as a result of its interactions with, and reliance on, third parties, is not limited to Comerica’s own internal operational functions. Comerica's operations rely on the secure processing, storage and transmission of confidential and other information on its technology systems and networks.
Operational risk exposure exists throughout Comerica’s business and, as a result of its interactions with, and reliance on, third parties, is not limited to Comerica’s own internal operational functions. Comerica's operations rely on the secure processing, storage and transmission of confidential and other information on its technology systems and networks.
Further, Comerica's ability to retain key officers and employees may be impacted by legislation and regulation affecting the financial services industry. In 2016, the FRB, OCC and several other federal financial regulators revised and re-proposed rules to implement Section 956 of the Dodd-Frank Act.
Further, Comerica's ability to retain key officers and employees may be impacted by legislation and regulation affecting the financial services industry. In 2024, the FRB, OCC and several other federal financial regulators revised and re-proposed rules to implement Section 956 of the Dodd-Frank Act.
The occurrence of any failure or interruption in Comerica's operations or information systems, or any security breach, could cause reputational damage, jeopardize the confidentiality of customer information, result in a loss of customer business, subject Comerica to regulatory intervention or expose it to civil litigation and financial loss or liability, any of which could have a material adverse effect on Comerica. 19 Table of Contents • Comerica relies on other companies to provide certain key components of its delivery systems, and certain failures could materially adversely affect operations.
The occurrence of any failure or interruption in Comerica's operations or information systems, or any security breach, could cause reputational damage, jeopardize the confidentiality of customer information, result in a loss of customer business, subject Comerica to regulatory intervention or expose it to civil litigation and financial loss or liability, any of which could have a material adverse effect on Comerica. • Comerica relies on other companies to provide certain key components of its delivery systems, and certain failures could materially adversely affect operations.
In addition, although Comerica maintains insurance coverage that may cover certain cyber losses (subject to policy terms and conditions), we may not have adequate insurance coverage to compensate for losses from a cybersecurity event. • Cybersecurity and data privacy are areas of heightened legislative and regulatory focus.
In addition, although Comerica maintains insurance coverage that may cover certain cyber attack losses (subject to policy terms and conditions), Comerica may not have adequate insurance coverage to compensate for losses from a cybersecurity event. • Cybersecurity and data privacy are areas of heightened legislative and regulatory focus.
Comerica’s liquidity and ability to fund and run its business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility, a lack of market or customer confidence in financial markets in general, or deposit competition based on interest rates, which may result in a loss of 16 Table of Contents customer deposits or outflows of cash or collateral and/or adversely affect Comerica's ability to access capital markets on favorable terms.
Comerica’s liquidity and ability to fund and run its business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility, a lack of market or customer confidence in financial markets in general, or deposit competition based on interest rates, which may result in a loss of customer deposits or outflows of cash or collateral and/or adversely affect Comerica's ability to access capital markets on favorable terms.
CREDIT RISK • Changes in customer behavior due to outside factors may adversely impact Comerica's business, financial condition and results of operations. As a financial institution, the Corporation's principal activity is lending to and accepting deposits from businesses and individuals.
CREDIT RISK • Changes in customer behavior due to outside factors may adversely impact Comerica's business, financial condition and results of operations. As a financial institution, Comerica's principal activity is lending to, and accepting deposits from, businesses and individuals.
As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led, and may further lead, to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions.
As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led, and may further lead, to market-wide liquidity problems and could lead to losses or defaults by Comerica or by other institutions.
Third party vendors provide certain key components of Comerica's delivery systems, such as cloud-based computing, networking and storage services, cash services, payment processing services, recording and monitoring services, internet connections and network access, clearing agency services, card processing services and trust processing services.
Third-party suppliers provide certain key components of Comerica's delivery systems, such as cloud-based computing, networking and storage services, cash services, payment processing services, recording and monitoring services, internet connections and network access, clearing agency services, card processing services and trust processing services.
As climate risk is interconnected with all key risk types, Comerica is advancing its processes to embed climate risk considerations into risk management strategies such as market, credit and operational risks; however, because the timing and severity of climate change may not be predictable, risk management strategies may not be effective in mitigating climate risk exposure. • Changes in accounting standards could materially impact Comerica's financial statements.
As climate risk is interconnected with all key risk types, Comerica has advanced its processes to embed climate risk considerations into risk management strategies such as market, credit and operational risks; however, because the timing and severity of climate change may not be predictable, risk management strategies may not be effective in mitigating climate risk exposure. • Changes in accounting standards could materially impact Comerica's financial statements.
In addition, these events have had and may continue to have an adverse impact on the U.S. and world economy in general and consumer confidence and spending in particular, which could harm Comerica's operations.
In addition, these events have had, and may continue to have, an adverse impact on the U.S. and world economies in general and consumer confidence and spending in particular, which could harm Comerica's operations.
These potential events may 24 Table of Contents negatively impact Comerica's and/or its clients’ costs, demand for its clients’ products, and/or the U.S. economy or certain sectors thereof and, thus, adversely affect Comerica's business, financial condition, and results of operations. Further, catastrophic events may have an impact on Comerica's customers and in turn, on Comerica.
These potential events may negatively impact Comerica's and/or its clients’ costs, demand for its clients’ products, and/or the U.S. economy or certain sectors thereof and, thus, adversely affect Comerica's business, financial condition, and results of operations. Further, catastrophic events may have an impact on Comerica's customers and, in turn, on Comerica.
Failure to create new 22 Table of Contents customer relationships and to maintain and expand existing customer relationships to the extent anticipated may adversely impact Comerica's earnings. • Management's ability to retain key officers and employees may change. Comerica's future operating results depend substantially upon the continued service of its executive officers and key personnel.
Failure to create new customer relationships and to maintain and expand existing customer relationships to the extent anticipated may adversely impact Comerica's earnings. • Management's ability to retain key officers and employees may change. Comerica's future operating results depend substantially upon the continued service of its executive officers and key personnel.
Deposits make up a large portion of Comerica’s funding portfolio. Comerica's funding costs may increase if it raises deposit rates to avoid losing customer deposits, as we did in 2023, or if it loses customer deposits and must rely on more expensive sources of funding.
Deposits make up a large portion of Comerica’s funding portfolio. Comerica's funding costs may increase if it raises deposit rates to avoid losing customer deposits, as it did in 2023 and into 2024, or if it loses customer deposits and must rely on more expensive sources of funding.
Fiscal and industrial policies to support the growth of targeted industries could have unanticipated effects or change unexpectedly, causing volatility in the economic performance of these industries or other parts of the economy. These effects could impact the energy industry, manufacturing, construction, auto manufacturing and retailing, or potentially other industries.
Fiscal and industrial policies to support the growth of targeted industries could have unanticipated effects or change unexpectedly, causing volatility in the economic performance of these industries or other parts of the economy. These effects could impact the energy industry, manufacturing, construction, automotive manufacturing, information, and retailing, or potentially other industries.
Growth in loans, deposits and noninterest income is affected by many factors, including economic conditions in the markets the Corporation serves, the financial requirements and economic health of customers and the ability to add new customers and/or increase the number of products used by current customers.
Growth in loans, deposits and noninterest income is 16 affected by many factors, including economic conditions in the markets Comerica serves, the financial requirements and economic health of customers and the ability to add new customers and/or increase the number of products used by current customers.
Comerica faces the risk of operational disruption, failure or capacity constraints due to its dependency on third party vendors for components of its delivery systems.
Comerica faces the risk of operational disruption, failure or capacity constraints due to its dependency on third-party suppliers for components of its delivery systems.
Stock price volatility may make it more difficult for shareholders to resell their common stock when they want and at prices they find attractive.
Stock price volatility may make it more difficult for stockholders to resell their common stock when they want and at prices they find attractive.
For more information regarding certain of Comerica's lines of business, please see "Concentrations of 15 Table of Contents Credit Risk," "Commercial Real Estate Lending," "Automotive Lending - Dealer," "Automotive Lending - Production," "Residential Real Estate Lending," and “Energy Lending” in the Financial Section of this report.
For more information regarding certain of Comerica's lines of business, please see "Concentrations of Credit Risk," "Commercial Real Estate Lending," "Automotive Lending - Dealer," "Automotive Lending - Production," "Residential Real Estate Lending," and “Energy Lending” in the Financial Section of this report.
Fraud schemes are broad and continuously evolving. Examples include but are not limited to: debit card/credit card fraud, check fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, impersonation of clients through the use of falsified or stolen credentials, employee fraud, information theft and other malfeasance.
Examples include but are not limited to: debit card/credit card fraud, check fraud, mechanical devices attached to ATM machines, social engineering and phishing attacks to obtain personal information, impersonation of clients through the use of falsified or stolen credentials, employee fraud, information theft and other malfeasance.
Because of the uncertainty surrounding management's judgments and the estimates pertaining to these matters, Comerica cannot guarantee that it will not be required to adjust accounting policies or restate prior period financial statements. For example, our allowances for credit losses, fair value measurement, goodwill valuation and impairment, pension plan accounting, and provisions for income taxes may prove faulty or inaccurate.
Because of the uncertainty surrounding management's judgments and the estimates pertaining to these matters, Comerica cannot guarantee that it will not be required to adjust accounting policies or restate prior period financial statements. For example, Comerica's allowances for credit losses, fair value measurement, pension plan accounting and provisions for income taxes may prove faulty or inaccurate.
The primary source of revenue is net interest income, which is principally derived from the difference between interest earned on loans and investment securities and interest paid on deposits and other funding sources. The Corporation also provides other products and services that meet the financial needs of customers which generate noninterest income, the Corporation's secondary source of revenue.
The primary source of revenue is net interest income, which is principally derived from the difference between interest earned on loans and investment securities and interest paid on deposits and other funding sources. Comerica also provides other products and services that meet the financial needs of customers that generate noninterest income, Comerica's secondary source of revenue.
While Comerica conducts due diligence prior to engaging with third party vendors and performs ongoing monitoring of vendor controls, it does not control their operations. Further, while Comerica's vendor management policies and practices are designed to comply with current regulations, these policies and practices cannot eliminate this risk.
While Comerica conducts due diligence prior to engaging with third-party suppliers and performs ongoing monitoring of supplier controls, it does not control their operations. Further, while Comerica's supplier management policies and practices are designed to comply with current regulations, these policies and practices cannot eliminate this risk.
In particular,on July 27, 2023, the FRB, the FDIC, and the OCC issued a proposal, referred to as “Basel III Endgame,” that would result in significant changes to the U.S. regulatory capital rules for banking organizations with total consolidated assets of $100 billion or more. As of December 31, 2023, the Corporation had total assets of $85.8 billion.
In particular, on July 27, 2023, the FRB, the FDIC, and the OCC issued a proposal, referred to as the “Basel III Endgame,” that would result in significant changes to the U.S. regulatory capital rules for banking organizations with total consolidated assets of $100 billion or more. As of December 31, 2024, the Corporation had total assets of $79.3 billion.
Comerica’s computer systems and network infrastructure and those of third parties, on which Comerica is highly dependent, are subject to security risks and could be susceptible to cyber attacks, such as denial of service attacks, hacking, terrorist activities or identity theft.
Comerica’s computer systems and network infrastructure and those of third parties on which Comerica is highly dependent are subject to security risks and could be susceptible to cyber attacks, such as denial of service attacks, hacking, terrorist activities, social engineering attacks, malware intrusion, or identity theft.
Despite efforts to ensure the integrity of Comerica’s systems and implement controls, processes, policies and other protective measures, Comerica may not be able to anticipate all security breaches. Nor may it (or the third parties whose systems we rely upon) be able to implement guaranteed preventive measures against such security breaches.
Despite efforts to ensure the integrity of Comerica’s systems and implement controls, processes, policies and other protective measures, Comerica may not be able to anticipate all security breaches or it (or the third parties whose systems Comerica relies upon) may not be able to implement guaranteed preventive measures against such security breaches.
The FRB regulates the supply of money and credit in the U.S., and its monetary policies determine in large part Comerica's cost of funds for lending and investing and the return that can be earned on such loans and investments.
The FRB regulates the supply of money and credit in the United States, and its monetary policies determine in large part Comerica's cost of funds for lending and investing and the return that can be earned on such loans and investments.
Treasury, the Texas Department of Banking, the FDIC, the FRB, the OCC, the CFPB, the CFTC, the SEC, FINRA, DOL, MSRB and other regulatory 20 Table of Contents bodies. Such regulation and supervision governs and limits the activities in which Comerica may engage.
Treasury, the Texas Department of Banking, the FDIC, the FRB, the OCC, the CFPB, the CFTC, the SEC, FINRA, the DOL and other regulatory bodies. Such regulation and supervision governs and limits the activities in which Comerica may engage.
Several states have also proposed or adopted cybersecurity legislation and regulations, which require, among other things, 18 Table of Contents notification to affected individuals when there has been a security breach of their personal data. For more information regarding cybersecurity regulation, refer to the “Supervision and Regulation” section of this report.
In addition, several states have proposed or adopted cybersecurity legislation and regulations, which require, among other things, notification to affected individuals when there has been a security breach of their personal data. For more information regarding cybersecurity regulation, refer to the “Supervision and Regulation” section of this report.
The words, “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. 14 Table of Contents Comerica cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time.
The words, “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.
Comerica's future operating results also depend in significant part upon its ability to attract and retain qualified management, financial, technical, marketing, sales and support personnel. Competition for qualified personnel is intense, and Comerica cannot ensure success in attracting or retaining qualified personnel.
Comerica's future operating results also depend in significant part upon its ability to attract and retain qualified management, financial, technical, marketing, sales and support personnel. Competition for qualified personnel is intense, and Comerica may not be successful in attracting or retaining qualified personnel.
Additionally, if Comerica is for these or any other reason unable to continue to fund assets through customer bank deposits or access funding sources on favorable terms, or if Comerica suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, Comerica’s liquidity, operating margins, financial condition and results of operations may be materially adversely affected.
Additionally, if Comerica is for these reasons or any other reason unable to continue to fund assets through customer bank deposits or access funding sources on favorable terms, or if Comerica suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, Comerica’s liquidity, operating margins, financial condition and results of operations may be materially adversely affected. • Reduction in our credit ratings could adversely affect Comerica and/or the holders of its securities.
Furthermore, changes in trade policies or other economic policies, state and local municipal finances, federal government finances and the U.S. federal debt, are outside of our control and may affect the operating environment affecting Comerica. • Inflation could negatively impact Comerica's business, profitability and stock price.
Furthermore, changes in trade policies or other economic policies, including tariffs and trade wars , immigration policies, state and local municipal finances, federal government finances and the U.S. federal debt, are outside of Comerica's control and may affect the operating environment affecting Comerica. • Inflation has impacted, and could continue to negatively impact, Comerica's business, profitability and stock price.
Prolonged periods of inflation may impact Comerica profitability by negatively impacting its fixed costs and expenses, including increasing funding costs and expense related to talent acquisition and retention, and negatively impacting the demand for its products and services.
Prolonged periods of inflation have impacted, and may continue to impact, Comerica's profitability by negatively impacting its fixed costs and expenses, including increasing funding costs and expenses related to talent acquisition 25 and retention, and negatively impacting the demand for its products and services.
Individual, economic, political, industry-specific conditions and other factors outside of Comerica's control, such as pandemics, inflation, military conflicts, labor shortages, supply chain constraints, fuel prices, energy costs, tariffs, real estate values or other factors that affect customer income levels, could alter predicted customer borrowing, repayment, investment and deposit practices.
Individual, economic, political, industry-specific conditions and other factors outside of Comerica's control, such as pandemics, inflation, interest rate changes, military conflicts, labor shortages, supply chain constraints, bank failures, fuel prices, energy costs, tariffs, trade wars, real estate values or other factors that affect customer income levels, have altered and could in the future alter, predicted customer borrowing, repayment, investment and deposit practices.
Any decline in one of these businesses or industries could cause increased credit losses or reduced loan demand, which in turn could adversely affect Comerica.
Any decline in one of these businesses or industries could cause increased credit losses or reduced loan demand, which in turn could adversely affect Comerica's financial condition or results of operations.
As well, the efficient and effective utilization of technology enables financial institutions to reduce costs. Comerica's future success depends, in part, upon its ability to address the needs of its customers by using technology to market and deliver products and services that will satisfy customer demands, meet regulatory requirements, and create additional efficiencies in Comerica's operations.
Comerica's future success depends, in part, upon its ability to address the needs of its customers by using technology to market and deliver products and services that will satisfy customer demands, meet regulatory requirements, and create additional efficiencies in Comerica's operations.
While recent credit rating actions have had little to no detrimental impact on Comerica's profitability, borrowing costs, or ability to access the capital markets, future downgrades to Comerica's or its subsidiaries' credit ratings could adversely affect Comerica's profitability, borrowing costs, or ability to access the capital markets or otherwise have a negative effect on Comerica's results of operations or financial condition.
Future downgrades to Comerica's or its subsidiaries' credit ratings could adversely affect Comerica's profitability, borrowing costs, or ability to access the capital markets or otherwise have a negative effect on Comerica's results of operations or financial condition.
Volatility in interest rates can also result in disintermediation, which is the flow of funds away from financial institutions into direct investments, such as federal government and corporate securities and other investment vehicles, which generally pay higher rates of return than financial institutions.
Volatility in interest rates can also result in disintermediation, which is the flow of funds away from financial institutions into direct investments, such as federal government and corporate securities and other investment vehicles, which generally pay higher rates of return than financial institutions. Comerica's financial results could be materially adversely impacted by changes in financial market conditions.
Under such circumstances, as occurred during and as a result of the COVID-19 pandemic and may reoccur due to other pandemics or crises, Comerica could experience an increase in the level of provision for credit losses and reserve for credit losses, which could adversely affect Comerica's financial results.
Under such circumstances, such as due to pandemics or crises, Comerica could experience an increase in the level of provision for credit losses and reserve for credit losses, which could adversely affect Comerica's financial results.
As a regional banking organization, our credit risks (and many other of our risks) may be exacerbated by events or factors that disproportionately affect the markets in which we operate, accept deposits, make loans or invest.
As a regional banking organization, Comerica's credit risks (and many other of Comerica's risks) may be exacerbated by events or factors that disproportionately affect the markets in which Comerica operates, accept deposits, makes loans or invests.
Further, adverse publicity or negative information posted on social media websites regarding Comerica, whether or not true, may result in harm to Comerica’s prospects. 21 Table of Contents • Comerica may not be able to utilize technology to efficiently and effectively develop, market, and deliver new products and services to its customers.
Further, adverse publicity or negative information posted on social media websites regarding Comerica, whether or not true, may result in harm to Comerica’s prospects, which could have a material adverse effect on Comerica’s business, financial position and results of operations. • Comerica may not be able to utilize technology to efficiently and effectively develop, market, and deliver new products and services to its customers.
See “Critical Accounting Estimates” in the Financial Section of this report and Note 1 of the Notes to Consolidated Financial Statements in the Financial Section of this report. 25 Table of Contents • Comerica's stock price can be volatile.
See “Critical Accounting Estimates” in the Financial Section of this report and Note 1 of the Notes to Consolidated Financial Statements in the Financial Section of this report for additional information regarding critical accounting estimates and policies. • Comerica's stock price can be volatile.
Increased deployment of technologies, such as chip card technology, defray and reduce aspects of fraud; however, criminals are turning to other sources to steal personally identifiable information in order to impersonate the consumer to commit fraud. Many of these data compromises have been widely reported in the media.
Increased deployment of technologies, such as chip card technology, defray and reduce aspects of fraud; however, criminals are turning to other sources to steal personally identifiable information in order to impersonate the consumer to commit fraud. These data compromises often are widely reported in the media or otherwise become public, which can damage a company's reputation and results of operations.
As cybersecurity and data privacy risks for banking organizations and the broader financial system have significantly increased in recent years, cybersecurity and data privacy issues have become the subject of increasing legislative and regulatory focus.
As cybersecurity and data privacy risks for banking organizations and the broader financial system have significantly increased in recent years, cybersecurity and data privacy issues have become the subject of increasing legislative and regulatory focus. The federal bank regulatory agencies continue to assess cybersecurity risks in their supervision and examination of banks, including Comerica.
Similarly following those disruptions, Standard & Poor's downgraded the Corporation and Bank's credit ratings while reaffirming their outlooks at Stable, and Fitch changed the Corporation's and the Bank's outlooks to Negative, noting relatively higher usage of brokered deposits and wholesale funding. There can be no assurance that Comerica will maintain its current ratings.
Following banking industry disruptions in early 2023, Standard & Poor's downgraded the Corporation and Bank's credit ratings while reaffirming their outlooks at Stable, and Fitch changed the Corporation's and the Bank's outlooks to Negative, noting relatively higher usage of brokered deposits and wholesale funding.
Further, as a result of the increased sophistication of fraud activity, Comerica continues to invest in systems, resources, and controls to detect and prevent fraud. This will result in continued ongoing investments in the future. • Controls and procedures may not prevent or detect all errors or acts of fraud.
Further, as a result of the increased sophistication of fraud activity, Comerica continues to invest in systems, resources, and controls to detect and prevent fraud.
In addition to factors mentioned elsewhere in this report or previously disclosed in Comerica's SEC reports (accessible on the SEC's website at www.sec.gov or on Comerica's website at www.comerica.com ), the factors contained below, among others, could cause actual results to differ materially from forward-looking statements, and future results could differ materially from historical performance.
Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance. In addition to factors mentioned elsewhere in this report, the factors contained below, among others, could cause actual results to differ materially from forward-looking statements.
Additionally, some of Comerica's loan portfolios have higher risk profiles relative to the rest of our portfolio, such as Technology and Life Sciences, automotive production and the leveraged transactions book. These loan portfolios have higher levels of criticized loans than the general population, and further migration could lead to an adverse effect on credit metrics and Comerica's financial results.
These loan portfolios have higher levels of criticized loans than the general population, and further migration could lead to an adverse effect on credit metrics and Comerica's financial results.
Like other financial services firms, Comerica and its third party providers continue to be the subject of cyber attacks. Although to this date Comerica has not experienced any material losses or other material consequences related to cyber attacks, future cyber attacks could be more disruptive and damaging, and Comerica may not be able to anticipate or prevent all such attacks.
Although to this date Comerica has not experienced any material losses or other material consequences related to cyber attacks, future cyber attacks or future threats of cyber attacks could be materially disruptive and damaging, and Comerica may not be able to anticipate or prevent all such attacks. Further, cyber attacks may not be detected in a timely manner.
Furthermore, the public perception that a cyber attack on Comerica’s systems has been successful, whether or not this perception is correct, may damage its reputation with customers and third parties with whom it does business. Hacking of personal information and identity theft risks, in particular, could cause serious reputational harm.
Cyber attacks or other information or security breaches, whether directed at Comerica or third parties, may result in a material loss or have material consequences. Furthermore, the public perception that a cyber attack on Comerica’s systems has been successful, whether or not this perception is correct, may damage its reputation with customers and third parties with whom it does business.
Prevailing economic conditions and the trade, fiscal and monetary policies of the federal government and various regulatory agencies all affect market rates of interest and the availability and cost of credit, which in turn significantly affect financial institutions' net interest income and the market value of its investment securities.
The operations of financial institutions such as Comerica are dependent to a large degree on net interest income, which is the difference between interest income from loans and investments and interest expense on deposits and borrowings. 17 Prevailing economic conditions and the trade, fiscal and monetary policies of the federal government and various regulatory agencies all affect market rates of interest and the availability and cost of credit, which in turn significantly affect financial institutions' net interest income and the market value of their investment securities.
Instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, market, liquidity, technology, operational, compliance, financial reporting and strategic risks could be less effective than anticipated. The Corporation's enterprise risk management framework provides a process for identifying, measuring, controlling and managing risks, and Comerica's management expends significant effort and resources in risk management.
Comerica assumes various types of risk as a result of conducting business in the normal course. Instruments, systems and strategies used to hedge or otherwise manage exposure to various types of credit, market, liquidity, technology, operational, compliance, financial reporting and strategic risks could be less effective than anticipated.
The financial services industry experiences rapid technological change with regular introductions of new technology-driven products and services. The ability to access and use technology is an increasingly important competitive factor in the financial services industry, and having the right technology is a critically important component to customer satisfaction.
The ability to access and use technology is an increasingly important competitive factor in the financial services industry, and having the right technology is a critically important component to customer satisfaction. In addition, the efficient and effective utilization of technology enables financial institutions to reduce costs.
Forward-looking statements speak only as of the date the statement is made, and 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. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
Comerica cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date the statement is made, and 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 more information regarding risk management, please see "Risk Management" in the Financial Section of this report. • Catastrophic events, including pandemics, may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.
Comerica also utilizes various asset and liability management strategies to manage net interest income exposure to interest rate risk; these may not always be completely effective. For more information regarding risk management, please see "Risk Management" in the Financial Section of this report. • Catastrophic events may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.
These changes could affect the economic health of downtowns in major cities and other regions where economic activity has changed in recent years, and could impact real estate prices, construction activity, and/or sales. Adverse economic conditions related a potential recession, including changes in inflation, unemployment, or interest rates, may, directly and indirectly, adversely affect Comerica.
These changes have affected, and could continue to affect, the economic health of downtowns in major cities and other regions where economic activity has changed in recent years, and have impacted, and could continue to impact, real estate prices, construction activity, and sales.
Many of these transactions could expose Comerica to credit risk in the event of default of its counterparty or client. In addition, Comerica's credit risk may be impacted when the collateral held by it cannot be monetized or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to Comerica.
In addition, Comerica's credit risk may be impacted when the collateral held by it cannot be monetized or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to Comerica. Further, volatility in the banking industry may lead to greater reliance on third parties that provide money market or deposit sweep services.
Comerica has expanded its presence in the Southeastern and Mountain West regions of the U.S.; if Comerica's expansion is not successful, it could adversely impact Comerica's expenses.
Comerica has expanded its presence in the Southeastern and Mountain West regions of the United States, and if Comerica's expansion is not successful, it could adversely impact Comerica's expenses. • Management's ability to maintain and expand customer relationships may differ from expectations. The financial services industry is very competitive.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, Comerica engages third parties from time to time to assess, manage and respond to cybersecurity risks through risk assessment, penetration testing, incident response, threat intelligence, education, and managed security services. 26 Table of Contents Comerica also oversees and identifies risks from threats to third parties, such as service providers, through efforts such as monitoring, risk assessments, audits, contractual due diligence and third-party security standards.
Biggest changeIn addition, Comerica engages third parties from time to time to assess, manage and respond to cybersecurity risks through risk assessment, penetration testing, incident response, threat intelligence, education, and managed security services.
Item 1C. Cybersecurity. Managing technology risks, including risks related to cybersecurity, is an integral part of Comerica’s enterprise risk management framework and processes. As such, Comerica uses a library of processes, risks and controls to assess, identify and manage cybersecurity risks. Comerica measures such risks in part by estimating the likelihood and potential impact of incidents.
Item 1C. Cybersecurity. Managing technology risks, including risks related to cybersecurity, is an integral part of Comerica’s enterprise risk management framework and processes. As such, Comerica uses a library of processes, risk and controls to assess, identify and manage cybersecurity risks. Comerica measures such risks in part by estimating the likelihood and potential impact of incidents.
Comerica seeks to manage such these risks by designing, documenting, and implementing controls, testing those controls through compliance assessments and internal and external audits and, in some cases, by transferring the risk in whole or in part through methods such as insurance.
Comerica seeks to manage such risks by designing, documenting, and implementing controls, testing those controls through compliance assessments and internal and external audits and, in some cases, by transferring the risk in whole or in part through methods such as insurance.
Through these and other efforts, senior management makes decisions and sets priorities in allocating resources to address risk management issues. The Board’s Enterprise Risk Committee oversees all of Comerica’s risk management policies, procedures and practices, including those related to cybersecurity.
Through these and other efforts, senior management makes decisions and sets priorities in allocating resources to address risk management issues. 28 The Board’s Enterprise Risk Committee oversees Comerica’s risk management policies, procedures and practices, including those related to cybersecurity.
For a description of how cybersecurity risks may materially affect Comerica’s business strategy or results, see "Item 1A. Risk Factors.” No cybersecurity threat risks during the fiscal year ended December 31, 2023 materially affected or were reasonably likely to materially affect Comerica’s financial condition or results of operations.
For a description of how cybersecurity risks may materially affect Comerica’s business strategy or results, see "Item 1A. Risk Factors.” To date, there have been no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect Comerica's business strategy, financial condition or results of operations.
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Comerica also oversees and identifies risks from threats to third parties, such as service providers, through efforts such as monitoring, risk assessments, audits, contractual due diligence and third-party security standards.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePlease see the Notes to Consolidated Financial Statements in the Financial Section of this report. Item 4. Mine Safety Disclosures. Not applicable. 27 Table of Contents PART II
Biggest changePlease see Note 21 to the Consolidated Financial Statements in the Financial Section of this report. Item 4. Mine Safety Disclosures. Not applicable. 29 PART II
As of December 31, 2023, affiliates also operated from owned spaces in Michigan as well as leased spaces in Delaware, Colorado, Georgia, Illinois, Massachusetts, Minnesota, New Jersey, New York, North Carolina, South Carolina, Tennessee and Washington, as well as in Mexico and Ontario, Canada. Item 3. Legal Proceedings.
As of December 31, 2024, Comerica's banking affiliates also operated from owned spaces in Michigan as well as leased spaces in Delaware, Colorado, Georgia, Illinois, Massachusetts, Minnesota, New Jersey, New York, North Carolina, South Carolina, Tennessee and Washington, as well as in Mexico and Ontario, Canada. Item 3. Legal Proceedings.
As of December 31, 2023, Comerica, through its banking affiliates, operated at a total of 529 banking centers, trust services locations, and/or loan production or other financial services offices, primarily in Texas, Michigan, California, Florida and Arizona. Of those, 209 were owned and 320 were leased.
As of December 31, 2024, Comerica, through its banking affiliates, operated at a total of 499 banking centers, trust services locations, and/or loan production or other financial services offices, primarily in Texas, Michigan, California, Florida and Arizona. Of those, 199 were owned and 300 were leased.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(shares in thousands) Total Number of Shares Purchased as Part of Publicly Announced Repurchase Plans or Programs Remaining Share Repurchase Authorization (a) Total Number of Shares Purchased (b) Average Price Paid Per Share Total first quarter 2023 — 4,997 31 $ 72.78 Total second quarter 2023 — 4,997 3 42.36 Total third quarter 2023 — 4,997 3 43.37 October 2023 — 4,997 3 40.60 November 2023 — 4,997 — — December 2023 — 4,997 — — Total fourth quarter 2023 — 4,997 3 40.60 Total 2023 — 4,997 40 $ 65.89 (a) Maximum number of shares that may yet be purchased under the publicly announced plans or programs.
Biggest change(shares in thousands) Total Number of Shares Purchased as Part of Publicly Announced Repurchase Plans or Programs Remaining Share Repurchase Authorization (a) Total Number of Shares Purchased (b) Average Price Paid Per Share Total first quarter 2024 — 4,997 19 $ 50.95 Total second quarter 2024 — 4,997 2 54.32 Total third quarter 2024 — 4,997 2 51.21 October 1 - 31, 2024 1,290 3,707 1,292 62.30 November 1 - 30, 2024 — 13,707 — — December 1 - 31, 2024 209 13,498 210 70.80 Total fourth quarter 2024 1,499 13,498 1,502 63.49 Total 2024 1,499 13,498 1,525 $ 63.30 (a) Maximum number of shares that may yet be purchased under the publicly announced plans or programs.
Subject to approval of the Board of Directors, applicable regulatory requirements and the Series A Preferred Stock dividend preference, Comerica expects to continue a policy of paying regular cash dividends on a quarterly basis.
Subject to approval of the Board of Directors, applicable regulatory requirements and the Series A preferred stock dividend preference, Comerica expects to continue its policy of paying regular cash dividends on a quarterly basis.
(b) Includes approximately 40,000 shares (including 3,000 shares in the quarter ended December 31, 2023) purchased related to deferred compensation plans during the year ended December 31, 2023. These transactions are not considered part of Comerica's repurchase program. Item 6. [Reserved]
(b) Includes approximately 26,000 shares (including 3,000 shares in the quarter ended December 31, 2024) purchased related to deferred compensation plans during the year ended December 31, 2024. These transactions are not considered part of Comerica's repurchase program. Item 6. [Reserved]
A discussion of dividend restrictions applicable to Comerica is set forth in Notes 13 and 20 of the Notes to Consolidated Financial Statements starting on pages F- 82 and F- 93 , respectively, of the Financial Section of this report, in the "Capital" section starting on page F- 16 of the Financial Section of this report and in the “Supervision and Regulation” section of this report.
A discussion of dividend restrictions applicable to Comerica is set forth in Notes 13 and 20 of the Notes to Consolidated Financial Statements starting on pages F- 79 and F- 90 , respectively, of the Financial Section of this report, in the "Capital" section starting on page F- 16 of the Financial Section of this report and in the “Supervision and Regulation” section of this report.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information, Holders of Common Stock and Dividends The common stock of Comerica Incorporated is traded on the New York Stock Exchange (NYSE Trading Symbol: CMA). At February 26, 2024, there were approximately 7,857 record holders of Comerica's common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information, Holders of Common Stock and Dividends Comerica's common stock is traded on the New York Stock Exchange (NYSE Trading Symbol: CMA). At February 20, 2025, there were approximately 7,530 record holders of Comerica's common stock.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers As of December 31, 2023, a total of 97.2 million shares have been authorized for repurchase under the share repurchase program since its inception in 2010. There is no expiration date for Comerica's share repurchase program.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Comerica's Board of Directors previously authorized a share repurchase program under which, as of December 31, 2023, an aggregate of 97.2 million shares of common stock could be repurchased since the program’s inception in 2010.
Equity Compensation Plan Information The response to this item will be included in Comerica's definitive Proxy Statement relating to the Annual Meeting of Shareholders, which sections are hereby incorporated by reference. Performance Graph Our performance graph is available under the caption "Performance Graph" on page F- 2 of the Financial Section of this report.
Such information is hereby incorporated by reference herein. Performance Graph Our performance graph is available under the caption "Performance Graph" on page F- 2 of the Financial Section of this report.
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The following table summarizes Comerica's share repurchase activity for the year ended December 31, 2023.
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This number is based on the actual number of holders registered at such date and does not include holders whose shares are held in “street name” by brokers and other nominees.
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Equity Compensation Plan Information The response to this item will be included in Comerica's definitive Proxy Statement relating to its 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K (the "Proxy Statement").
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On November 5, 2024, the Board of Directors increased the number of authorized shares by 10 million, taking it to an aggregate of 107.2 million shares authorized since the program's inception.
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The timing and actual amount of share repurchases under Comerica’s repurchase program are subject to various factors, including Comerica's earnings generation, capital needs to fund future loan growth and market conditions. Shares under Comerica’s repurchase program may be repurchased through open market repurchases, privately negotiated transactions, structured repurchase agreements with third parties and/or otherwise, including utilizing Rule 10b5-1 plans.
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The repurchased shares may be held as treasury stock or retired. There is no expiration date for Comerica's share repurchase program. On October 18, 2024, Comerica announced that it intended to resume repurchases under the share repurchase program, and on October 22, 2024, Comerica entered into an accelerated share repurchase agreement to repurchase $100 million of common stock.
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A total of 1.499 million shares were repurchased under the ASR agreement during the fourth quarter of 2024. On January 22, 2025, Comerica announced that it intended to repurchase $50 million of common stock during the first quarter of 2025, and on February 3, 2025, Comerica entered into an ASR to repurchase $50 million of common stock.
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Under the terms of the ASR agreement, Comerica received an initial delivery of common shares representing approximately 80% of the expected total to be repurchased.
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Subject to certain adjustments pursuant to the ASR agreement, the final number of shares repurchased and delivered under the ASR agreement will be based on the volume weighted average share price of Comerica’s common stock during the term of the transaction, which is expected to be completed in the first quarter of 2025. 30 The following table summarizes Comerica's share repurchase activity for the year ended December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Reference is made to the sections entitled “2023 Overview,” “Results of Operations," "Strategic Lines of Business," "Balance Sheet and Capital Funds Analysis," "Risk Management," "Critical Accounting Estimates," "Supplemental Financial Data" and "Forward-Looking Statements" on pages F- 3 through F- 41 of the Financial Section of this report.
Biggest changeItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Reference is made to the sections entitled “2024 Overview,” “Results of Operations," "Strategic Lines of Business," "Balance Sheet and Capital Funds Analysis," "Risk Management," "Critical Accounting Estimates," "Supplemental Financial Data" and "Forward-Looking Statements" on pages F- 3 through F- 2 of the Financial Section of this report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. Reference is made to the subheadings entitled “Market and Liquidity Risk,” “Operational Risk,” "Technology Risk," “Compliance Risk” and “Strategic Risk” on pages F- 27 through F- 34 of the Financial Section of this report. 28 Table of Contents
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. Reference is made to the subheadings entitled “Market and Liquidity Risk,” “Operational Risk,” "Technology Risk," “Compliance Risk” and “Strategic Risk” on pages F- 28 through F- 35 of the Financial Section of this report.

Other CMA 10-K year-over-year comparisons