COMERICA INC - Quarter Report: 2025 June (Form 10-Q)

Net issuance of common stock under employee stock plans— — ()— () Share-based compensation— — — — — — BALANCE AT JUNE 30, 2024$ $ $ $()$ $()$BALANCE AT MARCH 31, 2025$ $ $ $()$ $()$Net income— — — — — — Other comprehensive income, net of tax— — — — — —

Cash dividends declared on common stock ($ per share)

— — — — — ()— ()Cash dividends declared on preferred stock— — — — — ()— ()Purchase of common stock— ()— — — ()()Redemption of preferred stock()— — — — ()— ()Net issuance of common stock under employee stock plans— — ()— () Share-based compensation— — — — — — BALANCE AT JUNE 30, 2025$ $ $ $()$ $()$BALANCE AT DECEMBER 31, 2023$ $ $ $()$ $()$Cumulative effect of change in accounting principle (a)— — — — — ()— ()Net income— — — — — — Other comprehensive loss, net of tax— — — — ()— — ()

Cash dividends declared on common stock ($ per share)

— — — — — ()— ()Cash dividends declared on preferred stock— — — — — ()— ()Net issuance of common stock under employee stock plans— — ()— ()Share-based compensation— — — — — — BALANCE AT JUNE 30, 2024$ $ $ $()$ $()$BALANCE AT DECEMBER 31, 2024$ $ $ $()$ $()$Net income— — — — — — Other comprehensive income, net of tax— — — — — —

Cash dividends declared on common stock ($ per share)

— — — — — ()— ()Cash dividends declared on preferred stock— — — — — ()— ()Purchase of common stock— ()— ()— — ()()Redemption of preferred stock()— — — — ()— ()Net issuance of common stock under employee stock plans— — ()— ()Share-based compensation— — — — — — ) ) )Loans:Commercial$ Commercial mortgage Residential mortgage Total loans Loans held-for-sale Other real estate Total assets at fair value$ December 31, 2024Loans:Commercial$ Commercial mortgage Residential mortgage Total loans Loans held-for-sale Other real estate Total assets at fair value$

Level 3 assets recorded at fair value on a nonrecurring basis at June 30, 2025 and December 31, 2024 included loans with a specific allowance and certain bank property held for sale, both measured based on the fair value of collateral. The unobservable inputs were the additional adjustments applied by management to the appraised values to reflect such factors as non-current appraisals and revisions to estimated time to sell. These adjustments are determined based on qualitative judgments made by management on a case-by-case basis and are not observable inputs, although they are used in the determination of fair value. At June 30, 2025 and December 31, 2024, loans held-for-sale classified as Level 3 represented loans held-for-sale in less liquid markets requiring significant management assumptions when determining fair value.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ $ $ $ Interest-bearing deposits with banks Other short-term investments Total loans, net of allowance for loan losses (a) Liabilities

Demand deposits

Time deposits

Total deposits Short-term borrowings Medium- and long-term debt Credit-related financial instruments()() ()December 31, 2024AssetsCash and due from banks$ $ $ $ $ Interest-bearing deposits with banks Other short-term investments Total loans, net of allowance for loan losses (a) Liabilities

Demand deposits

Time deposits

Total deposits Medium- and long-term debt Credit-related financial instruments()() ()

(a)

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 3 -

$ $ $ Residential mortgage-backed securities (a) Commercial mortgage-backed securities (a) Total investment securities available-for-sale$ $ $ $ December 31, 2024Investment securities available-for-sale:U.S. Treasury securities$ $ $ $ Residential mortgage-backed securities (a) Commercial mortgage-backed securities (a) Total investment securities available-for-sale$ $ $ $

(a)Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.

$ $ $ $ $ Residential mortgage-backed securities (a) Commercial mortgage-backed securities (a) Total temporarily impaired securities$ $ $ $ $ $ December 31, 2024U.S. Treasury securities$ $ $ $ $ $ Residential mortgage-backed securities (a) Commercial mortgage-backed securities (a) Total temporarily impaired securities$ $ $ $ $ $

(a)Issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.

Unrealized losses on investment securities resulted from changes in market interest rates. The Corporation’s portfolio is comprised of securities issued or guaranteed by U.S. government agencies or government-sponsored enterprises. As such, it is expected that the securities would not be settled at a price less than the amortized cost of the investments. Further, the Corporation does not intend to sell the investments, and it is not more-likely-than-not that it will be required to sell the investments before recovery of amortized costs. No allowance for credit losses was recorded on securities in an unrealized loss position at June 30, 2025 or December 31, 2024.

Interest receivable on investment securities totaled $ million at June 30, 2025 and $ million at December 31, 2024 and was included in accrued income and other assets on the Consolidated Balance Sheets. The investment securities portfolio included floating-rate securities with a fair value of $ million at both June 30, 2025 and December 31, 2024.

There were sales, calls or write-downs of investment securities available-for-sale during the three- and six-month periods ended June 30, 2025 or June 30, 2024.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ After one year through five years After five years through ten years After ten years Total investment securities$ $

At June 30, 2025, investment securities with a carrying value of $ billion were pledged where permitted or required by law. Pledges included $ billion to the Federal Home Loan Bank (FHLB) as collateral for current advances and potential future borrowings, as well as $ billion to secure $ million of liabilities, consisting of trust deposits, deposits of public entities and state and local government agencies as well as derivative instruments. For information on FHLB borrowings, refer to Note 8.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 4 –

$ $ $ $ $ $ Real estate construction:Commercial Real Estate business line (a) Other business lines (b) Total real estate construction Commercial mortgage:Commercial Real Estate business line (a) Other business lines (b) Total commercial mortgage Lease financing International Total business loans Retail loans:Residential mortgage Consumer:Home equity Other consumer Total consumer Total retail loans Total loans$ $ $ $ $ $ $ December 31, 2024Business loans:Commercial$ $ $ $ $ $ $ Real estate construction:Commercial Real Estate business line (a) Other business lines (b) Total real estate construction Commercial mortgage:Commercial Real Estate business line (a) Other business lines (b) Total commercial mortgage Lease financing International Total business loans Retail loans:Residential mortgage Consumer:Home equity Other consumer Total consumer Total retail loans Total loans$ $ $ $ $ $ $

(a)

(b)

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ $ $ $ $ $ $ $ Criticized (b) Total commercial Commercial gross charge-offs Real estate construction Pass (a) Criticized (b) Total real estate construction Real estate construction gross charge-offs Commercial mortgage Pass (a) Criticized (b) Total commercial mortgage Commercial mortgage gross charge-offs Lease financing Pass (a) Criticized (b) Total lease financing Lease financing gross charge-offs International Pass (a) Criticized (b) Total international Total business loans Retail loans:Residential mortgage Pass (a) Criticized (b) Total residential mortgage Consumer:Home equity Pass (a) Criticized (b) Total home equity Other consumer Pass (a) Criticized (b) Total other consumer Other consumer gross charge-offs Total consumer Total retail loans Total loans$ $ $ $ $ $ $ $ $ Table continues on the following page.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ $ $ $ $ $ $ $ Criticized (b) Total commercial Commercial gross charge-offs Real estate construction Pass (a) Criticized (b) Total real estate construction Commercial mortgage Pass (a) Criticized (b) Total commercial mortgage Commercial mortgage gross charge-offs Lease financing Pass (a) Criticized (b) Total lease financing Lease financing gross charge-offs International Pass (a) Criticized (b) Total international International gross charge-offs Total business loans Retail loans:Residential mortgage Pass (a) Criticized (b) Total residential mortgage Consumer:Home equity Pass (a) Criticized (b) Total home equity Other consumer Pass (a) Criticized (b) Total other consumer Other consumer gross charge-offs Total consumer Total retail loans Total loans$ $ $ $ $ $ $ $ $

(a)

(b)

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

million and $ million at June 30, 2025 and December 31, 2024, respectively, and was included in accrued income and other assets on the Consolidated Balance Sheets.

Allowance for Credit Losses

$ $ $ $ $ Allowance for credit losses on lending-related commitments Allowance for credit losses Loan charge-offs()()()() ()Recoveries on loans previously charged-off Net loan charge-offs() ()() ()Provision for credit losses:Provision for loan losses () Provision for credit losses on lending-related commitments ()()()Provision for credit losses () () Balance at end of period:Allowance for loan losses Allowance for credit losses on lending-related commitments Allowance for credit losses$ $ $ $ $ $ Six Months Ended June 30Balance at beginning of periodAllowance for loan losses$ $ $ $ $ $ Allowance for credit losses on lending-related commitments Allowance for credit losses Loan charge-offs()()()()()()Recoveries on loans previously charged-off Net loan (charge-offs) recoveries() ()() ()Provision for credit losses:Provision for loan losses () () Provision for credit losses on lending-related commitments() ()()()Provision for credit losses () () Balance at end of period:Allowance for loan losses Allowance for credit losses on lending-related commitments Allowance for credit losses$ $ $ $ $ $ Allowance for loan losses as a percentage of total loans%%%%%%Allowance for credit losses as a percentage of total loans

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

million and $6 million was recognized on nonaccrual loans for the three-month periods ended June 30, 2025 and 2024, respectively. For the six-month periods ended June 30, 2025 and 2024, the Corporation recognized interest income of $ million and $8 million, respectively, on nonaccrual loans.

(in millions)

Nonaccrual Loans with No Related Allowance

Nonaccrual Loans with Related Allowance

Total Nonaccrual Loans

June 30, 2025

Business loans:

Commercial

Real estate construction:

Commercial Real Estate business line (a)

Total real estate construction

Commercial mortgage:

Other business lines (b)

Total commercial mortgage

Total business loans

Retail loans:

Residential mortgage

Consumer:

Home equity

Total retail loans

Total nonaccrual loans

December 31, 2024

Business loans:

Commercial

Commercial mortgage:

Commercial Real Estate business line (a)

Other business lines (b)

Total commercial mortgage

Lease financing

Total business loans

Retail loans:

Residential mortgage

Consumer:

Home equity

(a)

(b)

(d)Primarily loans secured by owner-occupied real estate.

There were commitments to lend additional funds to borrowers experiencing financial difficulty whose terms had been restructured at June 30, 2025 and December 31, 2024.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

%Real estate construction:Commercial Real Estate business line (a)()Total real estate construction()Commercial mortgage:Commercial Real Estate business line (a)

Other business lines (b)

Total commercial mortgage Total business loans()Retail loans:Residential mortgage()Consumer:Home equity— ()Total consumer— ()Total retail loans()Total loans()%Three Months Ended June 30, 2024Business loans:Commercial()%Commercial mortgage:

Other business lines (b)

Total commercial mortgage International— Total business loans()Retail loans:Consumer:Home equity— ()Total consumer— ()Total retail loans— ()Total loans()%Table continues on the following page.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

%Real estate construction:Commercial Real Estate business line (a)()Total real estate construction()Commercial mortgage:Commercial Real Estate business line (a) Other business lines (b) Total commercial mortgage Total business loans()Retail loans:Residential mortgage()Consumer:Home equity— ()Total consumer— ()Total retail loans()Total loans()%Six Months Ended June 30, 2024Business loans:Commercial()%Commercial mortgage:Other business lines (b) Total commercial mortgage International Total business loans()Retail loans:Consumer:Home equity()

The annual test of goodwill impairment is performed as of July 1 each year, or more often if events or circumstances indicate that the carrying value may not be recoverable. The annual impairment test performed at the beginning of the third quarter 2024 did not indicate impairment in any of the Corporation's reporting units as of the testing date, and the Corporation determined that it was more likely than not that the fair value of each reporting unit exceeded its carrying value. During the six months ended June 30, 2025, there were no events or circumstances that indicated an interim impairment test of goodwill or other intangibles was necessary.

Analyzing goodwill includes consideration of various factors that involve a degree of uncertainty, including the impacts of monetary policy actions, foreign developments and unanticipated legislative or regulatory changes, among other factors, that could cause the fair value of one or more of the reporting units to fall below their carrying value, resulting in a goodwill impairment charge in the future. Any impairment charge would not affect the Corporation's regulatory capital ratios, tangible equity ratio or liquidity position.

NOTE 6 –

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

million of cash with the Corporation to secure the fair value of contracts in an unrealized gain position, and the Corporation had pledged $ million of marketable investment securities and posted $ million of cash as collateral for contracts in an unrealized loss position. For those counterparties not covered under bilateral collateral agreements, collateral is obtained, if deemed necessary, based on the results of management’s credit evaluation of the counterparty. Collateral varies, but may include cash, investment securities, accounts receivable, equipment or real estate.

Derivative Instruments

Derivative instruments utilized by the Corporation are negotiated over-the-counter and primarily include swaps, caps and floors, forward contracts and options, each of which may relate to interest rates, energy commodity prices or foreign currency exchange rates. Swaps are agreements in which two parties periodically exchange cash payments based on specified indices applied to a specified notional amount until a stated maturity. Caps and floors are agreements which entitle the buyer to receive cash payments based on the difference between a specified reference rate or price and an agreed strike rate or price, applied to a specified notional amount until a stated maturity. Forward contracts are over-the-counter agreements to buy or sell an asset at a specified future date and price. Options are similar to forward contracts except the purchaser has the right, but not the obligation, to buy or sell the asset during a specified period or at a specified future date.

Over-the-counter contracts are tailored to meet the needs of the counterparties involved and, therefore, contain a greater degree of credit risk and liquidity risk than exchange-traded contracts, which have standardized terms and readily available price information. The Corporation reduces exposure to market and liquidity risks from over-the-counter derivative instruments entered into for risk management purposes, as well as transactions entered into to mitigate the market risk associated with customer-initiated transactions, by taking offsetting positions with investment grade domestic and foreign financial institutions and subjecting counterparties to credit approvals, limits and collateral monitoring procedures similar to those used in making other extensions of credit. In addition, certain derivative contracts executed bilaterally with a dealer counterparty in the over-the-counter market are cleared through a clearinghouse, whereby the clearinghouse becomes the counterparty to the transaction.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ $ $ $ $

Cash flow swaps - receive fixed/pay floating

Derivatives used as economic hedgesForeign exchange contracts:Spot, forwards and swaps Total risk management purposes Customer-initiated and other activitiesInterest rate contracts:Caps and floors written Caps and floors purchased

Swaps

Total interest rate contracts Energy contracts:Caps and floors written Caps and floors purchased Swaps Total energy contracts Foreign exchange contracts:Spot, forwards, options and swaps Total customer-initiated and other activities Total gross derivatives$ $

Amounts offset in the Consolidated Balance Sheets:

Netting adjustment - Offsetting derivative assets/liabilities

()()()()

Netting adjustment - Cash collateral received/posted

()()()

Net derivatives included in the Consolidated Balance Sheets (b)

Amounts not offset in the Consolidated Balance Sheets:

Marketable securities pledged under bilateral collateral agreements

()()()()

Net derivatives after deducting amounts not offset in the Consolidated Balance Sheets

$ $ $ $

(a)

(b) million and $ million at June 30, 2025 and December 31, 2024, respectively.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

million and $ million for the three-month periods ended June 30, 2025 and 2024, respectively, and $ million and $ million of cash flow hedge losses for the six-month periods ended June 30, 2025 and 2024, respectively. $ $ $ Fair value hedging relationships: Interest rate contracts:Hedged items Derivatives designated as hedging instruments

(a)

Receive rate

% %

Pay rate (a)

$ Weighted average:

Time to maturity (in years)

Receive rate (b)

% %

Pay rate (b)

(a)) million of cumulative hedging adjustments at June 30, 2025 and December 31, 2024, respectively, which included a hedging adjustment on a discontinued hedging relationship of $ million and $ million at June 30, 2025 and December 31, 2024, respectively.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

billion of interest rate swaps used in cash flow hedges of certain BSBY-indexed loans and reclassify amounts recognized in accumulated other comprehensive income into earnings. A total of $ million in net losses were included in noninterest income as a result of the de-designations, consisting of $ million during the first quarter of 2024 and $ million during the fourth quarter of 2023. For each de-designated swap, settlement of interest payments and changes in fair value were recorded as risk management hedging losses within noninterest income instead of net interest income until re-designation. All impacted swaps were re-designated as of April 1, 2024.

Amounts in accumulated other comprehensive income related to cash flows that continued to be probable of occurring were amortized out of accumulated other comprehensive income and into earnings, which resulted in recorded pre-tax loss in interest and fees on loans for the three months ended June 30, 2025, compared to $ million for the three months ended June 30, 2024. Additionally, the fair value of swaps at re-designation date were accreted back into accumulated other comprehensive income, resulting in benefits of $ million for the three months ended June 30, 2025 and $ million for the three months ended June 30, 2024.

BSBY cessation and the related de-designation and re-designation of interest rate swaps led to a net decrease in accumulated other comprehensive income of $ million for the three months ended June 30, 2025, compared to a net increase of $ million for the three months ended June 30, 2024.

For more information on accumulated net losses on cash flow hedges, refer to Note 10.

Risk management hedging income (loss) also includes price alignment income, which is income received on payments made to a central clearing party for centrally cleared derivatives. Positions are settled daily based on derivative fair values and the party receiving net settlement amounts pays price alignment, based on an earning rate, to the party making settlement payments. Price alignment income totaled $ million and $ million for the three-month periods ended June 30, 2025 and 2024, respectively, and $ million and $ million for the six-month periods ended June 30, 2025 and 2024.

Customer-Initiated and Other

The Corporation enters into derivative transactions at the request of customers and generally takes offsetting positions with dealer counterparties to help mitigate the inherent market risk. Income primarily results from the spread between the customer derivative and the offsetting dealer position.

For customer-initiated foreign exchange contracts where offsetting positions have not been taken, the Corporation manages the remaining inherent market risk through individual foreign currency position limits and aggregate value-at-risk limits. These limits are established annually and monitored at least monthly.

Fair values of customer-initiated and other derivative instruments represent the net unrealized gains or losses on such contracts and are recorded on the Consolidated Balance Sheets. Changes in fair value are recognized on the Consolidated Statements of Comprehensive Income.

$ $ $ Energy contracts Foreign exchange contracts Total$ $ $ $

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ Bankcard, revolving credit and home equity loan commitments Total unused commitments to extend credit$ $ Standby letters of credit$ $ Commercial letters of credit

The Corporation maintains an allowance to cover current expected credit losses inherent in lending-related commitments, including unused commitments to extend credit, letters of credit and financial guarantees. The allowance for credit losses on lending-related commitments, included in accrued expenses and other liabilities on the Consolidated Balance Sheets, was $ million and $ million at June 30, 2025 and December 31, 2024, respectively.

Unused Commitments to Extend Credit

Commitments to extend credit are legally binding agreements to lend to a customer, provided there is no violation of any condition established in the contract. These commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments expire without being drawn upon, the total contractual amount of commitments does not necessarily represent future cash requirements of the Corporation. Commercial and other unused commitments are primarily variable rate commitments. The allowance for credit losses on lending-related commitments included $ million at June 30, 2025 and $ million at December 31, 2024 for expected credit losses inherent in the Corporation’s unused commitments to extend credit.

Standby and Commercial Letters of Credit

Standby letters of credit represent conditional obligations of the Corporation, which guarantee the performance of a customer to a third party. Standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. Commercial letters of credit are issued to finance foreign or domestic trade transactions. These contracts expire in decreasing amounts through the year. The Corporation may enter into participation arrangements with third parties that effectively reduce the maximum amount of future payments that may be required under standby and commercial letters of credit. These risk participations covered $ million and $ million at June 30, 2025 and December 31, 2024, respectively, of standby and commercial letters of credit outstanding, which totaled $ billion at both June 30, 2025 and December 31, 2024.

The carrying value of the Corporation’s standby and commercial letters of credit, included in accrued expenses and other liabilities on the Consolidated Balance Sheets, totaled $ million at June 30, 2025, including $ million in deferred fees and $ million in the allowance for credit losses on lending-related commitments. At December 31, 2024, the comparable amounts were $ million, $ million and $ million, respectively.

$ As a percentage of total outstanding standby and commercial letters of credit % %

Other Credit-Related Financial Instruments

The Corporation enters into credit risk participation agreements, under which the Corporation assumes credit exposure associated with a borrower’s performance related to certain interest rate derivative contracts. The Corporation is not a party to the interest rate derivative contracts and only enters into these credit risk participation agreements in instances in which the Corporation is also a party to the related loan participation agreements for such borrowers. The Corporation manages its credit

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

billion and $ billion at June 30, 2025 and December 31, 2024, respectively, and the fair value was insignificant at both June 30, 2025 and December 31, 2024. The maximum estimated exposure to these agreements, as measured by projecting a maximum value of the guaranteed derivative instruments, assuming 100% default by all obligors on the maximum values, was $ million and $ million at June 30, 2025 and December 31, 2024, respectively. In the event of default, the lead bank has the ability to liquidate the assets of the borrower, in which case the lead bank would be required to return a percentage of the recouped assets to the participating banks. As of June 30, 2025, the weighted average remaining maturity of outstanding credit risk participation agreements was 5.2 years.

In 2008, the Corporation sold its remaining ownership of Visa Class B shares and entered into a derivative contract. Under the terms of the derivative contract, the Corporation will compensate the counterparty primarily for dilutive adjustments made to the conversion factor of the Visa Class B shares to Class A shares based on the ultimate outcome of litigation involving Visa. Conversely, the Corporation will be compensated by the counterparty for any increase in the conversion factor from anti-dilutive adjustments. The fair value of the derivative liability, included in accrued expenses and other liabilities on the Consolidated Balance Sheets, was $ million and $ million at June 30, 2025 and December 31, 2024, respectively.

NOTE 7 -

million and $ million, respectively.

Investment balances, including all legally binding commitments to fund future investments that are accounted for using the proportional amortization method, are included in accrued income and other assets on the Consolidated Balance Sheets. A liability is recognized in accrued expenses and other liabilities on the Consolidated Balance Sheets for all legally binding unfunded commitments to fund tax credit entities that are accounted for using the proportional amortization method ($ million at June 30, 2025). Amortization and other write-downs of tax credit investments for which the proportional amortization method is applied are presented on a net basis as a component of the provision for income taxes on the Consolidated Statements of Comprehensive Income, while amortization and write-downs of other tax credit investments are recorded in other noninterest income. The income tax credits and deductions are recorded as a reduction of income tax expense and a reduction of federal income taxes payable. The cash flows related to the total income tax benefits are presented in the "net income," "benefit for deferred income taxes" and "other, net" line items within the operating activities section of the Consolidated Statements of Cash Flows.

The Corporation provided financial or other support that was not contractually required to any of the above VIEs during the six months ended June 30, 2025 and 2024.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ $ $

Tax credits

()()()()

Other income tax benefits related to tax credit entities

()()()()Total provision for income taxes$()$()$()$()

For further information on the Corporation’s consolidation policy, see Note 1 to the consolidated financial statements in the Corporation's 2024 Annual Report.

NOTE 8 -

% subordinated notes due $ $ Medium- and long-term notes:

% notes due

% notes due 2030

Total medium- and long-term notes Total parent company SubsidiariesSubordinated notes:

% subordinated notes due

Total subordinated notes FHLB advances:

% advance due March

% advance due

Total FHLB advances

Total subsidiaries Total medium- and long-term debt$ $

Fixed interest rates have been swapped to a variable rate and designated in a hedging relationship for all notes outstanding at both June 30, 2025 and December 31, 2024. Accordingly, carrying value has been adjusted to reflect the change in fair value of the debt as a result of changes in the benchmark rate. Subordinated notes with remaining maturities greater than one year qualify as Tier 2 capital.

Comerica Bank (the Bank), a wholly-owned subsidiary of Comerica Incorporated, is a member of the FHLB, which provides short- and long-term funding to its members through advances collateralized by real estate-related assets. Borrowing capacity is contingent on the amount of collateral available to be pledged to the FHLB. At June 30, 2025, total FHLB borrowings were $ billion, with remaining capacity for future borrowing of $ billion, secured by real estate-related loans totaling $22.0 billion and investment securities totaling $ billion.

Unamortized debt issuance costs deducted from the carrying amount of medium- and long-term debt totaled $ million and $ million at June 30, 2025 and December 31, 2024, respectively.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 9 -

shares of % Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (Series A Preferred Stock), without par value, with a liquidation preference of $ per share of Series A Preferred Stock, which were represented by depositary shares, each representing a 1/100th ownership interest in a share of Series A Preferred Stock. Holders of the depositary shares were entitled to all proportional rights and preferences of the Series A Preferred Stock (including dividend, voting, redemption and liquidation rights). The $ million issuance yielded $ million in proceeds, net of underwriting discounts and offering expenses.

outstanding shares of Series A Preferred Stock and the corresponding depositary shares at a redemption price of $1,000 per depositary share (equivalent to $ per share of Series A Preferred Stock), effective July 1, 2025. Accordingly, $ million was reclassified from shareholders' equity to other liabilities in the Consolidated Balance Sheets as of the date of the notice of redemption. The last quarterly dividends on the Series A Preferred Stock were paid on July 1, 2025, to holders of record at the close of business on June 13, 2025.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 10 -

)$()Net unrealized holding gains (losses) arising during the period ()Less: Provision (benefit) for income taxes ()Change in net unrealized losses on investment securities, net of tax ()Balance at end of period, net of tax$()$()Accumulated net losses on cash flow hedges:Balance at beginning of period, net of tax$()$()Net cash flow hedge gains (losses) arising during the period ()Less: Provision (benefit) for income taxes ()Change in net cash flow hedge losses arising during the period, net of tax ()Less:Net cash flow losses included in interest and fees on loans()()

Net accretion (amortization) of unrealized losses related to de-designated derivatives included in interest and fees on loans

()Less: Benefit for income taxes()()Reclassification adjustment for net cash flow hedge losses included in net income, net of tax()()Change in net cash flow hedge losses, net of tax ()Balance at end of period, net of tax (a)$()$()Accumulated defined benefit pension and other postretirement plans adjustment:Balance at beginning of period, net of tax $()$()Amounts recognized in other noninterest expenses:Amortization of actuarial net loss Amortization of prior service credit()()Total amounts recognized in other noninterest expenses Less: Provision for income taxes Adjustment for amounts recognized as components of net periodic benefit credit during the period, net of tax Change in defined benefit pension and other postretirement plans adjustment, net of tax Balance at end of period, net of tax $()$()Total accumulated other comprehensive loss at end of period, net of tax$()$()

(a) million of losses, net of tax, from accumulated other comprehensive loss to earnings over the next twelve months if interest yield curves and notional amounts remain at June 30, 2025 levels.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 11 -

$ $ $ Less:Income allocated to participating securities Preferred stock dividends and other (a) Net income attributable to common shares$ $ $ $ Basic average common shares Basic net income per common share$ $ $ $ Basic average common shares Dilutive common stock equivalents:Net effect of the assumed exercise of stock awards Diluted average common shares Diluted net income per common share$ $ $ $

(a)Includes the impact of costs related to the preferred stock redemption. Refer to Note 9 for more information.

Range of exercise prices

$ - $

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 12 -

$ $ $ Other components of net benefit credit:Interest cost Expected return on plan assets()()()()Amortization of prior service credit()()()()Amortization of net loss Total other components of net benefit credit()()()()Net periodic defined benefit credit$()$()$()$()


Non-Qualified Defined Benefit Pension Plan	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2025	2024	2025	2024
Service cost	$	$	$	$
Other components of net benefit cost:
Interest cost
Amortization of prior service credit	()	()	()	()
Amortization of net loss
Total other components of net benefit cost
Net periodic defined benefit cost	$	$	$	$


Postretirement Benefit Plan	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2025	2024	2025		2024
Other components of net benefit credit:

Expected return on plan assets	$	$	$	()	$	()




Net periodic defined benefit credit	$	$	$	()	$	()

NOTE 13 -

million at both June 30, 2025 and December 31, 2024. The Corporation anticipates a decrease of $2 million in net unrecognized tax benefits within the next twelve months. Included in accrued expenses and other liabilities on the Consolidated Balance Sheets was a liability of $ million for tax-related interest and penalties at both June 30, 2025 and December 31, 2024.

Net deferred tax assets were $ million at June 30, 2025, compared to $ billion at December 31, 2024. The decrease of approximately $ million in net deferred tax assets resulted primarily from a decrease to deferred tax assets related to hedging gains and losses, net unrealized losses on investment securities available-for-sale and other timing differences. Included in deferred tax assets at both June 30, 2025 and December 31, 2024 were $ million of state net operating loss (NOL) carryforwards and $ million of federal foreign tax carryforwards. State NOL carryforwards expire between and , and federal foreign tax credit carryforwards expire between and . The Corporation believes that it is more likely than not that the benefit from federal foreign tax credits and certain state NOL carryforwards will not be realized and, accordingly, maintains a federal valuation allowance of $ million and a state valuation allowance of $ million at both June 30, 2025 and December 31, 2024. The determination regarding valuation allowance was based on evidence of loss carryback capacity, projected future reversals of existing taxable temporary differences to absorb the deferred tax assets and assumptions made regarding future events.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 14 -

million at June 30, 2025. This estimated aggregate range of reasonably possible losses is based upon currently available information for those legal proceedings and regulatory matters in which the Corporation is involved, taking into account the Corporation’s best estimate of such losses for those legal proceedings and regulatory matters for which such estimate can be made. For certain legal proceedings and regulatory matters, the Corporation does not believe that an estimate can currently be made. The Corporation’s estimate involves significant judgment, given the varying stages of the legal proceedings and regulatory matters (including the fact that many are currently in preliminary stages), the existence in certain legal proceedings of multiple defendants (including the Corporation) whose share of liability has yet to be determined, the numerous yet-unresolved issues in many of the legal proceedings and regulatory matters (including issues regarding class certification and the scope of many of the claims) and the attendant uncertainty of the various potential outcomes of such legal proceedings and regulatory matters. Accordingly, the Corporation’s estimate will change from time to time, and actual losses may be more or less than the current estimate.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 15 -

major business segments: the Commercial Bank, the Retail Bank and Wealth Management. These business segments are differentiated based on the type of customer and the related products and services provided. In addition to the major business segments, the Finance and Other categories include items not directly associated with the business segments. Business segment results are produced by the Corporation’s internal management accounting system. This system measures financial results based on the internal business unit structure of the Corporation. The performance of the business segments is not comparable with the Corporation's consolidated results and is not necessarily comparable with similar information for any other financial institution. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. The management accounting system assigns balance sheet and income statement items to each business segment using certain methodologies, which are regularly reviewed and refined. From time to time, the Corporation may make reclassifications among the segments to more appropriately reflect management's current view of the segments, and methodologies may be modified as the management accounting system is enhanced and changes occur in the organizational structure and/or product lines. For comparability purposes, amounts in all periods are based on business unit structure and methodologies in effect at June 30, 2025.

For the Commercial Bank, Retail Bank and Wealth Management segments, the Corporation's chief operating decision maker, the Chief Executive Officer, uses both segment net interest income and segment net income (loss) to allocate resources predominantly in the annual budget and forecasting process, which includes allocations of employees, property, financial and/or capital resources. The chief operating decision maker considers budget-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to each segment. Additionally, segment net interest income is used to evaluate product pricing and lending terms for customer loans, while segment net income (loss) helps evaluate the performance for each segment and compensation of certain employees.

The following discussion provides information about the activities of each business segment. A discussion of the financial results and the factors impacting performance can be found in "Business Segments" in the "Strategic Lines of Business" section of the financial review.

The Commercial Bank meets the needs of small and middle market businesses, multinational corporations and governmental entities by offering various products and services including commercial loans and lines of credit, deposits, cash management, payment solutions, card services, capital market products, international trade finance and letters of credit.

The Retail Bank includes a full range of personal financial services, consisting of consumer lending, consumer deposit gathering and mortgage loan origination. This business segment offers a variety of consumer products, including deposit accounts, installment loans, credit cards, home equity lines of credit and residential mortgage loans. In addition, this business segment offers products and services to small businesses who are serviced through a team of dedicated small business bankers and our branch network.

Wealth Management provides products and services to affluent, high-net worth and ultra-high-net-worth individuals and families, business owners and executives, and institutional clients, including comprehensive financial planning, trust and fiduciary services, investment management and advisory, brokerage, private banking and business transition planning services.

The Finance category includes the Corporation’s securities portfolio and asset and liability management activities. Finance is responsible for managing the Corporation’s funding, liquidity and capital needs, performing interest sensitivity analysis and executing various strategies to manage the Corporation’s exposure to liquidity, interest rate risk and foreign exchange risk.

The Other category includes tax benefits not assigned to specific business segments, charges of an unusual or infrequent nature that are not reflective of the normal operations of the business segments and miscellaneous other expenses of a corporate nature.

For further information on the methodologies which form the basis for these results refer to Note 22 to the consolidated financial statements in the Corporation's 2024 Annual Report.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ $$()$ $

Provision (benefit) for credit losses

()() () Noninterest income

Salaries and benefits expense

Outside processing fee expense

Occupancy expense

Allocated corporate expense

()()

All other noninterest expenses (a)

Total noninterest expenses

Provision (benefit) for income taxes () Net income (loss)$ $ $$()$()$ Net charge-offs$ $ $ $ $ $

Selected average balances:

Assets $ $ $$ $ $Loans Deposits Three Months Ended June 30, 2024

Earnings summary:

Net interest income (expense)$ $ $$()$ $

Provision (benefit) for credit losses

() Noninterest income

Salaries and benefits expense

Outside processing fee expense

Occupancy expense

Allocated corporate expense

()()

All other noninterest expenses (a)

Total noninterest expenses Provision (benefit) for income taxes () Net income (loss)$ $ $$()$()$ Net charge-offs$ $ $ $ $ $

Selected average balances:

Assets$ $ $$ $ $Loans Deposits

(a)All other noninterest expenses for each reportable business segment includes:

i.Commercial Bank - Primarily net benefit from settlements and dismissed litigation and FDIC insurance expense.

ii.Retail Bank - Primarily equipment expense and FDIC insurance expense.

iii.Wealth Management - Primarily professional fees and software expense.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

$ $ $()$ $ Provision (benefit) for credit losses ()() () Noninterest income

Salaries and benefits expense

Outside processing fee expense

Occupancy expense

Allocated corporate expense

()()

All other noninterest expenses (a)

Total noninterest expenses Provision (benefit) for income taxes () Net income (loss)$ $ $ $()$()$ Net charge-offs$ $ $ $ $ $ Selected Average Balances:Assets $ $ $ $ $ $ Loans Deposits Six Months Ended June 30, 2024Earnings Summary:Net interest income (expense)$ $ $ $()$ $

Provision (benefit) for credit losses

() () Noninterest income

Salaries and benefits expense

Outside processing fee expense

Occupancy expense

Allocated corporate expense

()()

All other noninterest expenses (a)

Total noninterest expenses Provision (benefit) for income taxes () Net income (loss)$ $ $ $()$()$

Net charge-offs

$ $ $ $ $ $ Selected Average Balances:Assets$ $ $ $ $ $ Loans Deposits

All other noninterest expenses for each reportable business segment includes:

i.Commercial Bank - Primarily net benefit from settlements and dismissed litigation and FDIC insurance expense.

ii.Retail Bank - Primarily equipment expense and FDIC insurance expense.

iii.Wealth Management - Primarily litigation-related expense and software expense.

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Notes to Consolidated Financial Statements (unaudited)

Comerica Incorporated and Subsidiaries

NOTE 16 -

$ $ $ $ Fiduciary income Service charges on deposit accounts Commercial loan servicing fees (a) Capital markets income (b) Brokerage fees Other noninterest income (b) Total revenue from contracts with customers Other sources of noninterest income Total noninterest income$ $ $ $ $ Three Months Ended June 30, 2024Revenue from contracts with customers:Card fees$ $ $ $ $ Fiduciary income Service charges on deposit accounts Commercial loan servicing fees (a) Capital markets income (b) Brokerage fees Other noninterest income (b) Total revenue from contracts with customers Other sources of noninterest income Total noninterest income$ $ $ $ $ Six Months Ended June 30, 2025Revenue from contracts with customers:Card fees$ $ $ $ $ Fiduciary income Service charges on deposit accounts Commercial loan servicing fees (a) Capital markets income (b) Brokerage fees Other noninterest income (b) Total revenue from contracts with customers Other sources of noninterest income Total noninterest income$ $ $ $ $ Six Months Ended June 30, 2024Revenue from contracts with customers:Card fees$ $ $ $ $ Fiduciary income Service charges on deposit accounts Commercial loan servicing fees (a) Capital markets income (b) Brokerage fees Other noninterest income (b) Total revenue from contracts with customers Other sources of noninterest income Total noninterest income$ $ $ $ $

(b)

Revenue from contracts with customers did not generate significant contract assets and liabilities for the periods presented.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "achieve," "anticipate," "assume," "believe," "could," "deliver," "drive," "enhance," "estimate," "expect," "focus," "future," "goal," "grow," "guidance," "intend," "may," "might," "plan," "position," "opportunity," "outlook," "strategy," "target," "trajectory," "trend," "will," "would," and similar expressions or the negative of such terms or other comparable terminology. Forward-looking statements include, but are not limited to, statements regarding the Corporation's business strategy, goals and objectives, projected financial and operating results, including outlook for future growth, targeted initiatives and strategic investments across the various business segments, estimates of credit trends and global stability, the impact of recently enacted legislation and future common share dividends, common share repurchases and other uses of capital. These statements are not historical facts, but instead represent the Corporation's beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Corporation's control. The Corporation's actual results and financial condition may differ materially from those indicated in these forward-looking statements. Important factors that could cause the Corporation's actual results and financial condition to differ materially from those indicated in such forward-looking statements include: credit risks (changes in customer behavior; unfavorable developments concerning credit quality; and declines or other changes in the businesses or industries of the Corporation's customers); market risks (changes in monetary and fiscal policies; fluctuations in interest rates and their impact on deposit pricing); liquidity risks (the Corporation's ability to maintain adequate sources of funding and liquidity; reductions in the Corporation's credit rating; and the interdependence of financial service companies and their soundness); technology risks (cybersecurity risks and heightened legislative and regulatory focus on cybersecurity and data privacy); operational risks (operational, systems or infrastructure failures; reliance on other companies to provide certain key components of business infrastructure; the impact of legal and regulatory proceedings or determinations; losses due to fraud; and controls and procedures failures); compliance risks (changes in regulation or oversight, or changes in the Corporation’s status with respect to existing regulations or oversight; the effects of stringent capital requirements; and the impacts of future legislative, administrative or judicial changes to tax regulations); strategic risks (damage to the Corporation's reputation; the Corporation's ability to utilize technology to efficiently and effectively develop, market and deliver new products and services; competitive product and pricing pressures among financial institutions within the Corporation's markets; the implementation of the Corporation's strategies and business initiatives; management's ability to maintain and expand customer relationships; management's ability to retain key officers and employees; and any future strategic acquisitions or divestitures); other general risks (changes in general economic, political or industry conditions, including as a result of changes in trade policies; negative effects from inflation; the effectiveness of methods of reducing risk exposures; the effects of catastrophic events; physical or transition risks related to climate change; changes in accounting standards; the critical nature of the Corporation's accounting policies, processes and management estimates; the volatility of the Corporation's stock price; and that an investment in the Corporation's equity securities is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC)); and the other factors set forth in “Item 1A. Risk Factors” beginning on page 16 of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement contained in this report is based solely on information currently available to the Corporation and speaks only as of the date on which it is made. The Corporation undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except to the extent required by law.

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RESULTS OF OPERATIONS

In accordance with Item 303(c) of Regulation S-K, the Corporation is providing a comparison of the quarter ended June 30, 2025 against the preceding sequential quarter. The Corporation believes providing a sequential discussion of its results of operations provides more relevant information for investors and stakeholders to understand and analyze the business. Balance sheet items are discussed in terms of average balances unless otherwise noted.

Three Months Ended June 30, 2025 Compared to Three Months Ended March 31, 2025


	Three Months Ended
(dollar amounts in millions, except per share data)	June 30, 2025		March 31, 2025
Net interest income	$	575	$	575
Provision for credit losses	44		20
Noninterest income	274		254
Noninterest expenses	561		584
Income before income taxes	244		225
Provision for income taxes	45		53
Net income	$	199	$	172
Diluted earnings per common share	$	1.42	$	1.25

Net income for the three months ended June 30, 2025 was $199 million, an increase of $27 million compared to $172 million for the three months ended March 31, 2025, driven by a decrease in noninterest expenses and an increase in noninterest income, partially offset by an increase in provision for credit losses. Net income per diluted common share for the three months ended June 30, 2025, which included the impact of costs related to the preferred stock redemption, was $1.42 compared to net income per diluted common share of $1.25 for the three months ended March 31, 2025, an increase of $0.17 per diluted common share. For further discussion of the preferred stock redemption, refer to Note 9 to the consolidated financial statements.

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Analysis of Net Interest Income


	Three Months Ended
(dollar amounts in millions)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
Commercial loans (a)	$	26,441	$	372	5.65	%	$	26,112	$	368	5.72	%
Real estate construction loans	3,499		66		7.51		3,479		64		7.47
Commercial mortgage loans	14,722		243		6.63		14,731		240		6.60
Lease financing	737		11		5.82		727		10		5.69
International loans	1,066		18		6.59		1,004		16		6.67
Residential mortgage loans	1,948		20		4.11		1,920		20		4.09
Consumer loans	2,252		41		7.40		2,241		41		7.37
Total loans (b)	50,665		771		6.10		50,214		759		6.13
Mortgage-backed securities (c)	13,525		94		2.32		13,702		95		2.33
U.S. Treasury securities (d)	1,289		13		4.18		1,281		14		4.21
Total investment securities	14,814		107		2.46		14,983		109		2.46
Interest-bearing deposits with banks (e)	4,540		50		4.37		4,806		53		4.36
Other short-term investments	324		3		3.34		375		3		3.37
Total earning assets	70,343		931		5.11		70,378		924		5.11
Cash and due from banks	766						733
Allowance for loan losses	(683)						(690)
Accrued income and other assets	7,117						7,137
Total assets	$	77,543					$	77,558
Money market and interest-bearing checking deposits (f)	$	31,849	220		2.77		$	31,912	213		2.70
Savings deposits	2,112		1		0.16		2,140		1		0.16
Customer certificates of deposit	3,074		21		2.75		3,282		24		2.93
Other time deposits	1,080		14		5.13		1,052		14		5.35
Foreign office time deposits	24		—		3.68		33		—		3.78
Total interest-bearing deposits	38,139		256		2.69		38,419		252		2.65
Federal funds purchased	377		4		4.41		184		2		4.41
Other short-term borrowings	964		11		4.45		4		—		4.61

Medium- and long-term debt	5,740		85		5.92		6,488		95		5.83
Total interest-bearing sources	45,220		356		3.15		45,095		349		3.12
Noninterest-bearing deposits	23,107						23,480
Accrued expenses and other liabilities	2,280						2,222
Shareholders’ equity	6,936						6,761
Total liabilities and shareholders’ equity	$	77,543					$	77,558
Net interest income/rate spread			$	575	1.96				$	575	1.99
Impact of net noninterest-bearing sources of funds					1.20						1.19
Net interest margin (as a percentage of average earning assets)					3.16	%					3.18	%

(a)Interest income on commercial loans included net expense from cash flow swaps of $83 million and $78 million for the three months ended June 30, 2025 and March 31, 2025, respectively.

(b)Nonaccrual loans are included in average balances reported and in the calculation of average rates.

(c)Average balances included $2.6 billion and $2.7 billion of unrealized losses for the three months ended June 30, 2025 and March 31, 2025, respectively; yields calculated gross of these unrealized losses.

(d)Average balances included $4 million and $1 million of unrealized gains for the three months ended June 30, 2025 and March 31, 2025, respectively; yields calculated gross of these unrealized gains.

(e)Average balances excluded $18 million and $2 million of collateral posted and netted against derivative liability positions for the three months ended June 30, 2025 and March 31, 2025, respectively; yields calculated gross of derivative netting amounts.

(f)Average balances excluded $96 million and $70 million of collateral received and netted against derivative asset positions for the three months ended June 30, 2025 and March 31, 2025, respectively; rates calculated gross of derivative netting amounts.

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Rate/Volume Analysis


	Three Months Ended
	June 30, 2025/March 31, 2025
(in millions)	Increase (Decrease) Due to Rate (a)		Increase (Decrease) Due to Volume (a)		Net Increase (Decrease)
Interest income:
Loans	$	4	$	8	$	12
Investment securities	—		(2)		(2)
Interest-bearing deposits with banks	1		(4)		(3)

Total interest income	5		2		7
Interest expense:
Interest-bearing deposits	8		(4)		4
Short-term borrowings	—		13		13
Medium- and long-term debt	(1)		(9)		(10)
Total interest expense	7		—		7
Net interest income	$	(2)	$	2	$	—

(a)Impact of additional days, other portfolio dynamics and interest rate swaps reflected as part of rate impact; rate/volume variances are allocated to variances due to volume.

Net interest income was $575 million for both the three months ended June 30, 2025 and March 31, 2025, while net interest margin decreased 2 basis points to 3.16% for the same period, primarily due to a $1.2 billion increase in short-term borrowings to fund loan growth (mostly FHLB advances) and the net impact of lower rates (including the impact of BSBY cessation), partially offset by a $748 million decline in medium- and long-term debt and a $451 million increase in average loans. Net interest income for the three months ended June 30, 2025 was positively impacted by one additional day in the quarter, compared to the three months ended March 31, 2025.

For further discussion of the effects of market rates on net interest income, refer to the "Market and Liquidity Risk" section of this financial review.

Provision for Credit Losses

The provision for credit losses, which includes the provision for loan losses and the provision for credit losses on lending-related commitments, was $44 million for the three months ended June 30, 2025, compared to $20 million for the three months ended March 31, 2025. The allowance for credit losses increased $16 million to $735 million at June 30, 2025, compared to $719 million at March 31, 2025, reflecting loan growth and continued economic uncertainty. As a percentage of total loans, the allowance for credit losses remained consistent at 1.44% at both June 30, 2025 and March 31, 2025.

Net loan charge-offs were $28 million, or 22 basis points as a percentage of average loans, for the three months ended June 30, 2025, an increase of $2 million from $26 million, or 21 basis points as a percentage of average loans, for the three months ended March 31, 2025, reflecting increases in general Middle Market and Technology and Life Sciences, partially offset by declines in Commercial Real Estate and Entertainment. The provision for credit losses on lending-related commitments was $1 million for both the three months ended June 30, 2025 and March 31, 2025.

The provision for credit losses is the amount recorded in earnings to adjust the allowance for credit losses to the level of expected losses estimated using the Corporation's current expected credit loss (CECL) model as of the end of the reporting period. As such, factors impacting the allowance for credit losses during the quarter indirectly determine the amount of provision expense recorded. The following is a summary of the changes to the major components of the allowance for credit losses during the three months ended June 30, 2025:

•Portfolio credit metrics continued to remain below historical levels as of June 30, 2025, with certain metrics improving marginally while others evidenced slight deterioration from March 31, 2025. Criticized loan balances and criticized loans as a percentage of total loans increased by 7% and 20 basis points, respectively, while nonperforming assets decreased by 11 basis points as a percentage of total loans and foreclosed property.

•Economic forecasts as of June 30, 2025 were incrementally weaker compared to March 31, 2025, reflecting the impact of tariffs and the incorporation of weaker-than-expected actuals for first quarter Gross Domestic Product (GDP). There were modestly weaker projections for GDP growth, unemployment growth and bond spreads across the reasonable and supportable period as of June 30, 2025 compared to March 31, 2025.

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•The allowance for credit losses incorporates risks not captured in the underlying model, primarily forecast risk. In management's view, forecast risk at June 30, 2025 was lower than at March 31, 2025, as the impact of tariffs was incorporated into the economic forecasts captured in the underlying model. Uncertainties considered by management have broad implications for the overall economy and include the impacts of evolving tariff policies, potentially prolonged inflation and the fiscal deficit, amongst other risks.

Further analysis of the allowance for credit losses, economic forecasts, and a summary of nonperforming assets are presented under the "Credit Risk" subheading in the "Risk Management" section of this financial review.

Noninterest Income


	Three Months Ended
(in millions)	June 30, 2025		March 31, 2025
Card fees	$	59	$	59
Fiduciary income	57		52
Service charges on deposit accounts	47		46
Capital markets income	42		31
Commercial lending fees	17		16
Brokerage fees	14		14
Letter of credit fees	10		11
Bank-owned life insurance	9		9
Risk management hedging income	5		7

Other noninterest income (a)	14		9
Total noninterest income	$	274	$	254

(a)The table below provides further details on certain categories included in other noninterest income.

Noninterest income increased $20 million to $274 million for the three months ended June 30, 2025, compared to $254 million for the three months ended March 31, 2025, reflecting increases in capital markets income, deferred compensation asset returns (mostly offset in noninterest expenses) and fiduciary income. Other noninterest income is detailed in the table below.


	Three Months Ended
(in millions)	June 30, 2025		March 31, 2025
FHLB and FRB stock dividends	$	3	$	3
Deferred compensation asset returns (a)	5		(2)


All other noninterest income	6		8
Other noninterest income	$	14	$	9

(a)Compensation deferred by the Corporation's officers and directors is invested based on investment selections of the officers and directors. Income earned on these assets is reported in other noninterest income and the corresponding change in deferred compensation plan liabilities is reported in salaries and benefits expense.

Noninterest Expenses


	Three Months Ended
(in millions)	June 30, 2025		March 31, 2025
Salaries and benefits expense	$	358	$	368
Outside processing fee expense	67		64
Software expense	48		48
Occupancy expense	46		46
Equipment expense	13		13
FDIC insurance expense	11		14
Advertising expense	11		8
Other noninterest expenses	7		23
Total noninterest expenses	$	561	$	584

Noninterest expenses decreased $23 million to $561 million for the three months ended June 30, 2025, compared to $584 million for the three months ended March 31, 2025, primarily due to decreases in other noninterest expenses, salaries and benefits expense (impacted by seasonal items, mostly annual stock-based compensation) and FDIC insurance expense, partially offset by increases in outside processing expense and advertising expense. Notable items included in other noninterest expenses for the three months ended June 30, 2025 included a $13 million net benefit from settlements and dismissed litigation, $4 million in gains on the sale of real estate and a $3 million interest recovery on a state tax matter.

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Provision for Income Taxes

Provision for income taxes decreased $8 million to $45 million for the three months ended June 30, 2025, compared to $53 million for the three months ended March 31, 2025. Favorable discrete tax items for the three months ended June 30, 2025 primarily consisted of a $9 million benefit that resulted from changes in the combined state income tax rate applicable to deferred tax assets relating to California legislation impacting apportionment for financial institutions.

On July 4, 2025, President Trump signed into law H.R. 1, The One Big Beautiful Bill Act. The Corporation is still evaluating the provisions of the bill but does not expect the impact to be material.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024


	Six Months Ended June 30,
(dollar amounts in millions, except per share data)	2025		2024
Net interest income	$	1,150	$	1,081
Provision for credit losses	64		14
Noninterest income	528		527
Noninterest expenses	1,145		1,158
Income before income taxes	469		436
Provision for income taxes	98		92
Net income	$	371	$	344
Diluted earnings per common share	$	2.66	$	2.47

Net income increased $27 million to $371 million for the six months ended June 30, 2025, compared to $344 million for the six months ended June 30, 2024, driven by an increase in net interest income and a decline in noninterest expenses, partially offset by an increase in provision for credit losses. The increase in net interest income was primarily due to the net impact of lower rates (including the impact of BSBY cessation) as well as declines in brokered deposits and FHLB advances, partially offset by decreases in deposits held with the FRB, loans and investment securities. Net income per diluted common share increased $0.19 to $2.66 for the six months ended June 30, 2025, compared to $2.47 for the six months ended June 30, 2024.

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Analysis of Net Interest Income


	Six Months Ended
	June 30, 2025						June 30, 2024
(dollar amounts in millions)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
Commercial loans (a)	$	26,278	$	740	5.68	%	$	26,372	$	694	5.30	%
Real estate construction loans	3,489		130		7.49		4,863		203		8.40
Commercial mortgage loans	14,726		483		6.62		13,906		516		7.46
Lease financing	732		21		5.76		804		25		6.16
International loans	1,035		34		6.63		1,126		44		7.91
Residential mortgage loans	1,934		40		4.10		1,890		36		3.79
Consumer loans	2,247		82		7.39		2,260		93		8.28
Total loans (b)	50,441		1,530		6.12		51,221		1,611		6.33
Mortgage-backed securities (c)	13,613		189		2.32		14,536		200		2.29
U.S. Treasury securities (d)	1,285		27		4.19		1,503		3		0.33
Total investment securities	14,898		216		2.46		16,039		203		2.13
Interest-bearing deposits with banks (e)	4,672		103		4.37		6,184		169		5.48
Other short-term investments	349		6		3.35		374		7		4.00
Total earning assets	70,360		1,855		5.11		73,818		1,990		5.20
Cash and due from banks	749						771
Allowance for loan losses	(686)						(690)
Accrued income and other assets	7,127						7,513
Total assets	$	77,550					$	81,412
Money market and interest-bearing checking deposits (f)	$	31,880	433		2.73		$	28,890	464		3.21
Savings deposits	2,126		2		0.16		2,320		3		0.22
Customer certificates of deposit	3,177		45		2.84		3,883		72		3.71
Other time deposits	1,066		28		5.24		3,184		83		5.28
Foreign office time deposits	29		—		3.74		23		—		4.39
Total interest-bearing deposits	38,278		508		2.67		38,300		622		3.26
Federal funds purchased	281		6		4.41		13		—		5.39
Other short-term borrowings	487		11		4.45		1,611		46		5.65

Medium- and long-term debt	6,112		180		5.87		6,992		241		6.88
Total interest-bearing sources	45,158		705		3.13		46,916		909		3.88
Noninterest-bearing deposits	23,291						25,883
Accrued expenses and other liabilities	2,251						2,651
Shareholders’ equity	6,850						5,962
Total liabilities and shareholders’ equity	$	77,550					$	81,412
Net interest income/rate spread			$	1,150	1.98				$	1,081	1.32
Impact of net noninterest-bearing sources of funds					1.19						1.51
Net interest margin (as a percentage of average earning assets)					3.17	%					2.83	%

(a)Interest income on commercial loans included net expense from cash flow swaps of $161 million and $344 million for the six months ended June 30, 2025 and 2024, respectively.

(b)Nonaccrual loans are included in average balances reported and in the calculation of average rates.

(c)Average balances included $2.7 billion and $3.0 billion of unrealized losses for the six months ended June 30, 2025 and 2024, respectively; yields calculated gross of these unrealized losses.

(d)Average balances included $3 million of unrealized gains and $64 million of unrealized losses for the six months ended June 30, 2025 and 2024, respectively; yields calculated gross of these unrealized gains and losses.

(e)Average balances excluded $10 million and $3 million of collateral posted and netted against derivative liability positions for the six months ended June 30, 2025 and 2024, respectively; yields calculated gross of derivative netting amounts.

(f)Average balances excluded $83 million and $125 million of collateral received and netted against derivative asset positions for the six months ended June 30, 2025 and 2024, respectively; rates calculated gross of derivative netting amounts.

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Rate/Volume Analysis


	Six Months Ended
	June 30, 2025/June 30, 2024
(in millions)	(Decrease) Increase Due to Rate (a)		Decrease (Increase) Due to Volume (a)		Net (Decrease) Increase
Interest income:
Loans	$	(52)	$	(29)	$	(81)
Investment securities	31		(18)		13
Interest-bearing deposits with banks	(33)		(33)		(66)
Other short-term investments	(1)		—		(1)
Total interest income	(55)		(80)		(135)
Interest expense:
Interest-bearing deposits	(76)		(38)		(114)
Short-term borrowings	(10)		(19)		(29)
Medium- and long-term debt	(37)		(24)		(61)
Total interest expense	(123)		(81)		(204)
Net interest income	$	68	$	1	$	69

(a)Impact of additional days, other portfolio dynamics and interest rate swaps reflected as part of rate impact; rate/volume variances are allocated to variances due to volume.

Net interest income for the six months ended June 30, 2025 increased $69 million compared to the six months ended June 30, 2024, and net interest margin increased 34 basis points for the same period, due to lower rates (including the impact of BSBY cessation), a $2.1 billion decline in higher-cost brokered deposits and a $1.7 billion decrease in FHLB advances, partially offset by decreases of $1.5 billion in deposits held with the FRB, $780 million in loans and $1.1 billion in investment securities. For further discussion of the effects of market rates on net interest income, refer to the "Market and Liquidity Risk" section of this financial review.

Provision for Credit Losses

The provision for credit losses increased $50 million to $64 million for the six months ended June 30, 2025, compared to $14 million for the six months ended June 30, 2024, reflecting the impact of changes in the Corporation's portfolio composition and a rise in economic uncertainty. Net loan charge-offs were $54 million for the six months ended June 30, 2025, an increase of $29 million compared to $25 million for the six months ended June 30, 2024, reflecting increases in Commercial Real Estate and general Middle Market net charge-offs, as well as a reduction in Energy net recoveries. An analysis of the allowance for credit losses and nonperforming assets is presented under the "Credit Risk" subheading in the "Risk Management" section of this financial review.

Noninterest Income


	Six Months Ended June 30,
(in millions)	2025		2024
Card fees	$	118	$	130
Fiduciary income	109		109
Service charges on deposit accounts	93		91
Capital markets income	73		67
Commercial lending fees	33		33
Brokerage fees	28		24
Letter of credit fees	21		20
Bank-owned life insurance	18		21

Risk management hedging income (loss)	12		(8)
Other noninterest income (a)	23		40
Total noninterest income	$	528	$	527

(a)The table below provides further details on certain categories included in other noninterest income.

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Noninterest income remained relatively stable at $528 million for the six months ended June 30, 2025, compared to $527 million for the six months ended June 30, 2024, as an increase in risk management hedging income, which included $39 million of losses related to BSBY cessation in the 2024 period, and higher capital markets income were mostly offset by decreases in other noninterest income and card fees. Other noninterest income for the 2025 period included a $4 million loss on a derivative related to Visa's Class B shares (Visa derivative), while other noninterest income for the 2024 period included a $6 million gain on the Visa derivative as well as a $5 million negotiated vendor payment.

The following table presents certain categories included in other noninterest income on the Consolidated Statements of Comprehensive Income.


	Six Months Ended June 30,
(in millions)	2025		2024
FHLB and FRB stock dividends	$	6	$	9
Deferred compensation asset returns (a)	3		7


All other noninterest income	14		24
Other noninterest income	$	23	$	40

Noninterest Expenses


	Six Months Ended June 30,
(in millions)	2025		2024
Salaries and benefits expense	$	726	$	671
Outside processing fee expense	131		136
Software expense	96		89
Occupancy expense	92		88
Equipment expense	26		25
FDIC insurance expense	25		55
Advertising expense	19		20
Other noninterest expenses	30		74
Total noninterest expenses	$	1,145	$	1,158

Noninterest expenses decreased $13 million to $1.1 billion for the six months ended June 30, 2025, compared to $1.2 billion for the six months ended June 30, 2024, due to decreases in FDIC insurance expense (special assessment and changes in balance sheet composition), consulting fees and operational losses, as well as an increase in gains on the sale of real estate and other assets, partially offset by increases in salaries and benefits expense and software expense. The increase in salaries and benefits expense reflected the impact of annual merit-based salary increases and staff additions, as well as higher severance costs and temporary labor.

STRATEGIC LINES OF BUSINESS

The Corporation has strategically aligned its operations into three major business segments: the Commercial Bank, the Retail Bank and Wealth Management. These business segments are differentiated based on the type of customer and the related products and services provided. In addition to the three major business segments, the Finance and Other categories include items not directly associated with the business segments. The performance of the business segments is not comparable with the Corporation's consolidated results and is not necessarily comparable with similar information for any other financial institution. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Note 15 to the consolidated financial statements describes the business activities of each business segment and presents financial results of the business segments for the three- and six-month periods ended June 30, 2025 and 2024.

The Corporation's management accounting system assigns balance sheet and income statement items to each segment using certain methodologies, which are regularly reviewed and refined. These methodologies may be modified as the management accounting system is enhanced and changes occur in the Corporation's organizational structure and/or product lines. Note 22 to the consolidated financial statements in the Corporation's 2024 Annual Report describes the Corporation's segment reporting methodology.

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Net interest income for each segment reflects the interest income generated by earning assets less interest expense on interest-bearing liabilities plus the net impact from associated internal funds transfer pricing (FTP) funding credits and charges. The FTP methodology allocates credits to each business segment for deposits and other funds provided as well as charges for loans and other assets being funded. FTP crediting rates on deposits and other funds provided reflect the long-term value of deposits and other funding sources based on the behavioral characteristics of deposit types and corresponding liquidity that is provided. FTP charge rates for funding loans and other assets reflect a matched cost of funds based on the pricing and duration characteristics of the assets. As a result of applying matched funding, interest revenue for each segment resulting from loans and other assets is generally not impacted by changes in interest rates. Therefore, net interest income for each segment primarily reflects the volume of loans and other earning assets at the spread over the matched cost of funds, as well as the volume of deposits at the associated FTP crediting rates. Generally, in periods of rising interest rates, FTP charge rates for funding loans and FTP crediting rates on deposits will increase, with FTP crediting rates for deposits typically repricing at a slower pace than FTP charge rates for funding loans. Conversely, in periods of declining interest rates, FTP charge rates for funding loans and FTP crediting rates on deposits will decrease, with FTP crediting rates for deposits typically repricing at a slower pace than FTP charge rates for funding loans.

Business Segments

The following sections present a summary of the performance of each of the Corporation's business segments for the six months ended June 30, 2025 compared to the same period in the prior year.

Commercial Bank


	Six Months Ended June 30,						Percent Change
(dollar amounts in millions)	2025		2024		Change
Earnings summary:
Net interest income	$	925	$	942	$	(17)	(2)	%
Provision for credit losses	79		16		63		n/m
Noninterest income	284		293		(9)		(3)
Noninterest expenses	519		525		(6)		(1)
Provision for income taxes	130		142		(12)		(8)
Net income	$	481	$	552	$	(71)	(13)	%
Net charge-offs	$	51	$	22	$	29	n/m

Selected average balances:
Loans	$	43,000	$	43,810	$	(810)	(2)	%
Deposits	32,510		31,694		816		2

n/m - not meaningful

Average loans for the six months ended June 30, 2025 decreased $810 million from the six months ended June 30, 2024, which included decreases in National Dealer Services, Corporate Banking and Commercial Real Estate, partially offset by an increase in Environmental Services. Average deposits increased $816 million for the same period, which included increases in general Middle Market, Commercial Real Estate and Equity Fund Services, partially offset by a decrease in Technology and Life Sciences.

The Commercial Bank's net income was $481 million for the six months ended June 30, 2025, a decrease of $71 million from the six months ended June 30, 2024. Net interest income decreased $17 million due to lower income on loans, partially offset by lower allocated net FTP charges. The provision for credit losses increased $63 million, reflecting increases in Commercial Real Estate and general Middle Market, partially offset by a decrease in Corporate Banking. Net charge-offs increased $29 million to $51 million, driven by Commercial Real Estate, Energy and general Middle Market. Noninterest income decreased $9 million, primarily due to lower card fees and a $5 million negotiated vendor payment received in the 2024 period, partially offset by an increase in capital markets income. Noninterest expenses decreased $6 million, primarily reflecting a reduction in FDIC insurance expense (related to special assessment) as well as a net benefit from settlements and dismissed litigation, partially offset by higher allocated corporate expenses.

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Retail Bank


	Six Months Ended June 30,						Percent Change
(dollar amounts in millions)	2025		2024		Change
Earnings summary:
Net interest income	$	499	$	404	$	95	24	%
Provision for credit losses	(7)		—		(7)		n/m
Noninterest income	52		61		(9)		(18)
Noninterest expenses	347		358		(11)		(3)
Provision for income taxes	50		22		28		n/m
Net income	$	161	$	85	$	76	91	%
Net charge-offs	$	3	$	2	$	1	47

Selected average balances:
Loans	$	2,394	$	2,309	$	85	4	%
Deposits	23,539		24,487		(948)		(4)

n/m - not meaningful

Average loans for the six months ended June 30, 2025 increased $85 million from the six months ended June 30, 2024, while average deposits decreased $948 million for the same period. The Retail Bank's net income was $161 million for the six months ended June 30, 2025, an increase of $76 million from the six months ended June 30, 2024. Net interest income increased $95 million, primarily due to lower interest expense and higher FTP crediting rates on deposits. Noninterest income decreased $9 million, as other noninterest income for the 2025 period included a $4 million loss on the Visa derivative, while other noninterest income for the 2024 period included a $6 million gain on the Visa derivative. Noninterest expenses decreased $11 million, primarily driven by lower FDIC insurance expense (related to special assessment).

Wealth Management


	Six Months Ended June 30,						Percent Change
(dollar amounts in millions)	2025		2024		Change
Earnings summary:
Net interest income	$	95	$	94	$	1	1	%
Provision for credit losses	(7)		(1)		(6)		n/m
Noninterest income	147		143		4		3
Noninterest expenses	182		185		(3)		(1)
Provision for income taxes	16		11		5		36
Net income	$	51	$	42	$	9	24	%
Net charge-offs	$	—	$	1	$	(1)	n/m

Selected average balances:
Loans	$	5,044	$	5,089	$	(45)	(1)	%
Deposits	3,598		3,925		(327)		(8)

n/m - not meaningful

Average loans for the six months ended June 30, 2025 decreased $45 million from the six months ended June 30, 2024, while average deposits decreased $327 million for the same period. Wealth Management's net income was $51 million for the six months ended June 30, 2025, an increase of $9 million from the six months ended June 30, 2024. Net interest income was relatively stable, while noninterest income increased $4 million, primarily due to higher investment fees. Noninterest expenses decreased $3 million, primarily driven by lower operational losses and consultant fees, partially offset by higher litigation-related expenses.

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Finance & Other


	Six Months Ended June 30,						Percent Change
(dollar amounts in millions)	2025		2024		Change
Earnings summary:
Net interest expense	$	(369)	$	(359)	$	(10)	3	%
Provision for credit losses	(1)		(1)		—		55
Noninterest income	45		30		15		57
Noninterest expenses	97		90		7		7
Benefit for income taxes	(98)		(83)		(15)		17
Net loss	$	(322)	$	(335)	$	13	(4)	%


Selected average balances:
Loans	$	3	$	13	$	(10)	(86)	%
Deposits	1,922		4,077		(2,155)		(52)

Average deposits for the six months ended June 30, 2025, which primarily consisted of centrally-managed brokered time deposits fully insured by the FDIC, decreased $2.2 billion from the six months ended June 30, 2024. Net loss for the Finance and Other category was $322 million for the six months ended June 30, 2025, a decrease of $13 million from the six months ended June 30, 2024. Net interest expense increased $10 million, reflecting the impact of interest rate swaps (which are centrally managed) as well as increased balances from higher-cost funding sources. Noninterest income increased $15 million, primarily due to higher risk management hedging income (impact of BSBY cessation in the 2024 period), partially offset by a decrease in investment fees. Noninterest expenses increased $7 million, reflecting an increase in salaries and benefits expense, partially offset by lower consultant fees and higher corporate expenses allocated to other business lines.

The following table lists the Corporation's banking centers by geographic market.


	June 30,
	2025	2024
Michigan	143	159
Texas	108	114
California	85	88
Other Markets	18	20



Total	354	381

FINANCIAL CONDITION

Second Quarter 2025 Compared to Fourth Quarter 2024

Period-End Balances

Total assets decreased $1.3 billion to $78.0 billion at June 30, 2025, compared to $79.3 billion at December 31, 2024, reflecting a $1.9 billion decrease in interest-bearing deposits with banks (primarily with the FRB), partially offset by an increase of $640 million in total loans. The growth in total loans included increases of $293 million in Environmental Services and $210 million in Corporate Banking, partially offset by a decrease of $284 million in Equity Fund Services.

Total liabilities decreased $1.6 billion to $71.1 billion at June 30, 2025, compared to $72.8 billion at December 31, 2024, reflecting decreases of $2.1 billion in interest-bearing deposits, $1.7 billion in noninterest-bearing deposits and $911 million in medium- and long-term debt, partially offset by an increase of $2.9 billion in short-term borrowings (FHLB advances and Fed Funds). For additional information regarding deposits, refer to "Deposit Concentrations and Uninsured Deposits" under the "Market Risk" subheading in the "Risk Management" section of this financial review. Total shareholders' equity increased $317 million, primarily reflecting a decrease in accumulated unrealized losses on investment securities available-for-sale and cash flow hedges as well as net income, partially offset by the redemption of preferred stock.

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Average Balances

Total assets decreased $1.7 billion to $77.5 billion for the three months ended June 30, 2025, compared to the three months ended December 31, 2024, which included decreases of $1.2 billion in interest-bearing deposits with banks and $580 million in investment securities. The following table provides information about the change in the Corporation's average loan portfolio by loan type.


	Three Months Ended						Percent Change
(dollar amounts in millions)	June 30, 2025		December 31, 2024		Change

Commercial loans	$	26,441	$	26,198	$	243	1	%
Real estate construction loans	3,499		3,765		(266)		(7)
Commercial mortgage loans	14,722		14,728		(6)		—
Lease financing	737		752		(15)		(2)
International loans	1,066		988		78		8
Residential mortgage loans	1,948		1,921		27		1
Consumer loans	2,252		2,265		(13)		(1)
Total loans	$	50,665	$	50,617	$	48	—	%

By line of business, the $48 million increase in loans included an increase of $206 million in Environmental Services, as well as smaller increases in other business lines, mostly offset by decreases of $359 million in National Dealer Services and $230 million in Commercial Real Estate.

Total liabilities decreased $1.9 billion to $70.6 billion for the three months ended June 30, 2025, compared to the three months ended December 31, 2024, primarily reflecting decreases of $1.1 billion in noninterest-bearing deposits, $986 million in interest-bearing deposits and $958 million in medium- and long-term debt, partially offset by an increase of $1.3 billion in short-term borrowings. The following table provides information about the change in the Corporation's average deposits and borrowed funds by type.


	Three Months Ended						Percent Change
(dollar amounts in millions)	June 30, 2025		December 31, 2024		Change
Noninterest-bearing deposits	$	23,107	$	24,222	$	(1,115)	(5)	%
Money market and interest-bearing checking deposits	31,849		32,045		(196)		(1)
Savings deposits	2,112		2,142		(30)		(1)
Customer certificates of deposit	3,074		3,542		(468)		(13)
Other time deposits	1,080		1,371		(291)		(21)
Foreign office time deposits	24		25		(1)		(3)
Total deposits	$	61,246	$	63,347	$	(2,101)	(3)	%
Short-term borrowings	1,341		42		1,299		n/m
Medium- and long-term debt	5,740		6,698		(958)		(14)
Total borrowed funds	$	7,081	$	6,740	$	341	5	%

n/m - not meaningful

Other time deposits, which consisted of brokered deposits, decreased $291 million from the three months ended December 31, 2024, while decreases of $521 million in Retail Banking, $388 million in general Middle Market, $342 million in Technology and Life Sciences, $306 million in Wealth Management and $279 million in Corporate Banking were partially offset by smaller increases in other business lines.

Short-term borrowings for the three months ended June 30, 2025 increased $1.3 billion compared to the three months ended December 31, 2024, reflecting increases in FHLB advances and Fed Funds while medium- and long-term debt decreased $958 million to $5.7 billion, driven by the repayment of long-term FHLB advances in March 2025.

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Capital

The following table presents a summary of changes in total shareholders' equity for the six months ended June 30, 2025.


(in millions)
Balance at January 1, 2025			$	6,543

Net income			371
Cash dividends declared on common stock			(186)
Cash dividends declared on preferred stock			(11)
Purchase of common stock			(151)
Redemption of preferred stock			(400)

Other comprehensive income, net of tax:
Investment securities	$	330
Cash flow hedges	329
Defined benefit and other postretirement plans	3
Total other comprehensive income, net of tax			662
Net issuance of common stock under employee stock plans			(3)
Share-based compensation			35

Balance at June 30, 2025			$	6,860

On June 10, 2025, the Corporation delivered a notice of redemption notifying the holders of Series A Preferred Stock and corresponding depositary shares that the Corporation would be redeeming all 4,000 outstanding shares of Series A Preferred Stock and the corresponding depositary shares at a redemption price of $1,000 per depositary share (equivalent to $100,000 per share of Series A Preferred Stock), effective July 1, 2025. Accordingly, $400 million was reclassified from shareholders' equity to other liabilities in the Consolidated Balance Sheets as of the date of the notice of redemption. Refer to Note 9 to the consolidated financial statements for further discussion of the preferred stock redemption.

The following table summarizes the Corporation's repurchase activity during the six months ended June 30, 2025.


(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 2025	747	12,751	755	$	65.82
April 1 - 30, 2025	—	12,751	2	58.49
May 1 - 31, 2025	1,761	10,990	1,761	56.77
June 1 - 30, 2025	—	10,990	—	—
Total second quarter 2025	1,761	10,990	1,763	56.77








Total 2025 through June 30, 2025	2,508	10,990	2,518	59.49

(a)Maximum number of shares of common stock that may be repurchased under the publicly announced plans or programs.

(b)Consists of approximately 10,000 shares of common stock purchased related to deferred compensation plans during the six months ended June 30, 2025 and is not considered part of the Corporation's repurchase program.

In July 2025, the Corporation announced that it intended to repurchase $100 million of common stock during the third quarter of 2025, and on July 22, the Corporation entered into an Accelerated Share Repurchase transaction (ASR) to repurchase $100 million of common stock. Under the terms of the ASR, the Corporation received an initial delivery of common shares representing approximately 80% of the expected total to be repurchased. Subject to certain adjustments pursuant to the ASR, the final number of shares repurchased and delivered under the ASR 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 third quarter of 2025.

Since the inception of the share repurchase program on November 16, 2010, a total of 107.2 million shares of common stock have been authorized for repurchase. There is no expiration date for the share repurchase program, which may be effectuated through open market repurchases, privately negotiated transactions, structured repurchase agreements with third parties and/or otherwise, including utilizing Rule 10b5-1 plans. The repurchased shares may be held as treasury stock or retired. The timing and actual amount of additional share repurchases are subject to various factors, including the Corporation's earnings generation, capital needs to fund future loan growth and market conditions.

The Corporation has a long-term Common Equity Tier 1 (CET1) capital ratio target of approximately 10% with capital deployment. At June 30, 2025, the Corporation's estimated CET1 capital ratio was 11.94%, up from 11.89% at December 31, 2024.

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The following table presents the minimum ratios required under the Basel III regulatory framework to which the Corporation is subject.



Common equity tier 1 capital to risk-weighted assets	4.5	%
Tier 1 capital to risk-weighted assets	6.0
Total capital to risk-weighted assets	8.0
Capital conservation buffer (a)	2.5
Tier 1 capital to adjusted average assets (leverage ratio)	4.0

(a)In addition to the minimum risk-based capital requirements, the Corporation is required to maintain a minimum capital conservation buffer, in the form of common equity, in order to avoid restrictions on capital distributions and discretionary bonuses.

The Corporation's capital ratios exceeded minimum regulatory requirements as follows:


	June 30, 2025				December 31, 2024
(dollar amounts in millions)	Capital/Assets		Ratio		Capital/Assets		Ratio
Common equity tier 1 (a), (b)	$	8,718	11.94	%	$	8,667	11.89	%
Tier 1 risk-based (a), (b)	8,718		11.94		9,061		12.43
Total risk-based (a)	10,030		13.74		10,363		14.21
Leverage (a)	8,718		10.90		9,061		11.08
Common shareholders' equity	6,860		8.80		6,149		7.75
Tangible common equity (b)	6,220		8.04		5,508		7.00
Risk-weighted assets (a)	72,988				72,903

(a)June 30, 2025 capital, risk-weighted assets and ratios are estimated.

(b)See Supplemental Financial Data section for reconciliations of non-GAAP financial measures and regulatory ratios.

Common shareholders’ equity at June 30, 2025 included $2.5 billion in accumulated other comprehensive losses, with approximately $2.1 billion of those losses relating to balances recorded in total assets, comprised of valuation adjustments to available-for-sale securities and pension assets, as well as related deferred tax assets. These amounts impacted the common shareholders’ equity ratio at June 30, 2025 by 288 basis points; the impact on the tangible common equity ratio using the same calculation method was 293 basis points. Average common shareholders' equity and return on average common shareholders' equity for the three months ended June 30, 2025 was $6.6 billion and 11.35%, respectively, compared to $6.3 billion and 10.27%, respectively, for the three months ended December 31, 2024.

Basel III Endgame Framework

On July 27, 2023, the federal banking agencies issued a notice of proposed rulemaking, commonly referred to as Basel III Endgame (the Capital Proposal) that would significantly increase the capital requirements applicable to large banking organizations with total assets of $100 billion or more. The Capital Proposal would align the regulatory capital calculation and the calculation of risk-weighted assets across large banking organizations subject to the Capital Proposal and require Category III and IV banking organizations to include most components of accumulated other comprehensive income (AOCI), including net unrealized gains and losses on available-for-sale securities, in their regulatory capital ratios.

As of June 30, 2025, the Corporation had total assets of $78.0 billion; therefore, the Capital Proposal would not apply to the Corporation as currently proposed. There remains significant uncertainty regarding the finalization and implementation of the Capital Proposal, and the Corporation will continue to monitor developments related thereto. If the Corporation becomes subject to the requirements of the Capital Proposal in the future or becomes subject to any other new laws or regulations related to capital and liquidity, such requirements could limit the Corporation’s ability to pay dividends or make share repurchases or require the Corporation to reduce business levels or to raise capital, which would have a material adverse effect on the Corporation’s financial condition and results of operations. If subject to the Capital Proposal, the estimated impact related to proposed inclusion of most components of AOCI would be an approximate 300 basis point decrease to CET1 as of June 30, 2025.

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RISK MANAGEMENT

The following updated information should be read in conjunction with the "Risk Management" section on pages F-19 through F-35 in the Corporation's 2024 Annual Report.

Credit Risk

Allowance for Credit Losses

The allowance for credit losses includes both the allowance for loan losses and the allowance for credit losses on lending-related commitments. The following table presents metrics of the allowance for credit losses and nonperforming loans.


	June 30, 2025		December 31, 2024
Allowance for credit losses as a percentage of total loans	1.44	%	1.44	%

Allowance for credit losses as a multiple of total nonperforming loans	3.0x		2.4x

Stable credit metrics offset by elevated levels of uncertainty incorporated into the estimate resulted in an unchanged allowance for credit losses to total loans ratio as of June 30, 2025 compared to December 31, 2024. Loan growth, in conjunction with the factors above, contributed to a $10 million increase in the allowance for credit losses to $735 million at June 30, 2025 from $725 million at December 31, 2024.

CECL Forecast and Economic Variables at June 30, 2025

The economic forecasts informing the CECL model reflected a moderately weaker outlook after including the impact of new tariff policies and continued to reflect an elevated degree of uncertainty amid ongoing rapid changes in domestic and foreign economic policies. The impact of potential additional tariff increases and changes to federal government operations were still unclear, creating challenges to economic forecasting. The FRB was assumed to gradually lower interest rates over the projection period as they remained vigilant toward inflation. Consumer spending growth continued to moderate amid slower, albeit continued, growth of the real economy. Inflation was anticipated to gradually moderate as a modest margin of slack capacity is expected to open in the labor market. Energy prices were projected to hold at lower levels than seen at the close of the first quarter, with supply outpacing demand and U.S. crude production holding near a record high. Residential real estate property prices were expected to rise at more moderate rates, while commercial real estate prices continued to face headwinds, both of which reflected the long and variable lags through which the FRB's tighter monetary policy prior to the beginning of rate cuts in the third quarter of 2024 affected the real economy.

Downside risks to growth from trade conflicts, cost-of-living pressures on household finances and less expansionary fiscal policy were projected to collectively contribute to slower growth for the remainder of 2025 and into 2026. Reduced demand for office space and subdued economic activity in the central business districts of major metro areas are also expected to persist as drags on the broader economy. These headwinds are expected to be partially offset by the expansionary effects of fiscal policies which, at June 30, 2025, looked likely to be enacted in future periods.

These factors shaped the 2-year reasonable and supportable forecasts used by the Corporation in its CECL estimate at June 30, 2025. The U.S. economy was projected to grow at a below-trend rate through the rest of 2025 before gradually normalizing to its trend growth rate in 2026. The unemployment rate was expected to hold below 5%, while interest rate forecasts reflected market expectations and guidance from the FRB available during the second quarter of 2025. The following table summarizes select variables representative of the economic forecasts used to develop the CECL estimate at June 30, 2025.


Economic Variable			Base Forecast
Real GDP growth			Growth slows to less than 1.0% in third quarter 2025 before recovering to over 2.0% annualized in the second half of 2026.
Unemployment rate			Remains between 4.3% and 4.6% throughout the forecast period.
Spread of Corporate BBB bond to 10-year Treasury bond			Spread widens to 2.2% by second quarter 2026 before gradually narrowing to 2.0% over the remainder of the forecast period.
Oil Prices			Prices generally hover between $63 and $65 per barrel over the forecast period.

Due to the high level of uncertainty regarding assumptions used as inputs to the forecast, the Corporation evaluated a range of economic scenarios, including more benign and more severe economic forecasts. In a more severe scenario, real GDP was projected to contract through first quarter 2026, subsequently recovering to growth of 1.7% by the end of the forecast period. In this scenario, oil prices fell to $44 per barrel by third quarter 2026, followed by an increase to $54 per barrel by second quarter 2027, while the unemployment rate remained elevated through the forecast period. Selecting the more severe forecast would result in an increase in the quantitative calculation of the allowance for credit losses of approximately $313

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million as of June 30, 2025. However, factoring in model overlays and qualitative adjustments could result in a materially different estimate under a more severe scenario. The Corporation monitors evolving economic conditions for impacts to its allowance for credit losses.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimates of current expected credit losses in the Corporation’s loan portfolio. The allowance for loan losses, which totaled $698 million at June 30, 2025, increased $8 million from $690 million at December 31, 2024.

Collective loss estimates are determined by applying reserve factors, designed to estimate current expected credit losses, to amortized cost balances over the remaining contractual life of the collectively evaluated portfolio. Loans with similar risk characteristics are aggregated into homogeneous pools. The allowance for loan losses also includes qualitative adjustments to bring the allowance to the level management believes is appropriate based on factors that have not otherwise been fully accounted for, including adjustments for foresight risk, input imprecisions and model imprecision. Credit losses for loans that no longer share risk characteristics with the loan pools are estimated on an individual basis. Individual credit loss estimates are typically performed for nonaccrual loans and are based on one of several methods, including the estimated fair value of the underlying collateral, observable market value of similar debt or the present value of expected cash flows.

Allowance for Credit Losses on Lending-Related Commitments

The allowance for credit losses on lending-related commitments estimates current expected credit losses on collective pools of letters of credit and unused commitments to extend credit based on reserve factors, determined in a manner similar to business loans, multiplied by a probability of draw estimate based on historical experience and credit risk, applied to commitment amounts. The allowance for credit losses on lending-related commitments totaled $37 million and $35 million at June 30, 2025 and December 31, 2024, respectively.

For additional information regarding the allowance for credit losses, refer to the "Critical Accounting Estimates" section and pages F-49 through F-50 in Note 1 to the consolidated financial statements of the Corporation's 2024 Annual Report.

Nonperforming Assets

Nonperforming assets include loans on nonaccrual status and foreclosed assets. The following table presents a summary of nonperforming assets and past due loans.


(dollar amounts in millions)	June 30, 2025			December 31, 2024

















Total nonperforming loans	$	248		$	308
Foreclosed property	1			—

Total nonperforming assets	249			308

Nonperforming loans as a percentage of total loans	0.48		%	0.61		%

Nonperforming assets as a percentage of total loans and foreclosed property	0.49			0.61

Loans past due 90 days or more and still accruing	$	42		$	44

Nonperforming assets decreased $59 million to $249 million at June 30, 2025 from $308 million at December 31, 2024, which included decreases of $66 million in nonaccrual business loans and $6 million in nonaccrual retail loans. Nonperforming loans were 0.48% of total loans at June 30, 2025, compared to 0.61% at December 31, 2024. For further information regarding the composition of nonperforming loans, refer to Note 4 to the consolidated financial statements.

The following table presents a summary of changes in nonaccrual loans.


	Three Months Ended
(in millions)	June 30, 2025		March 31, 2025		December 31, 2024
Balance at beginning of period	$	301	$	308	$	250
Loans transferred to nonaccrual (a)	19		43		97
Nonaccrual loan gross charge-offs	(31)		(32)		(23)
Loans transferred to accrual status (a)	—		—		(5)
Nonaccrual loans sold	—		(1)		(1)
Payments/other (b)	(41)		(17)		(10)
Balance at end of period	$	248	$	301	$	308

(a)Based on an analysis of nonaccrual loans with book balances greater than $2 million.

(b)Includes net changes related to nonaccrual loans with balances less than or equal to $2 million, payments on nonaccrual loans with book balances greater than $2 million and transfers of nonaccrual loans to foreclosed property.

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There were eight borrowers with a balance greater than $2 million, totaling $19 million, transferred to nonaccrual status in second quarter 2025, compared to five borrowers totaling $43 million in first quarter 2025 and 11 borrowers totaling $97 million in fourth quarter 2024. For further information about the composition of loans transferred to nonaccrual during second quarter 2025, refer to the nonaccrual information by industry category table below.

The following table presents the composition of nonaccrual loans by balance and the related number of borrowers at June 30, 2025 and December 31, 2024.


	June 30, 2025			December 31, 2024
(dollar amounts in millions)	Number of Borrowers	Balance		Number of Borrowers	Balance
Under $2 million	485	$	76	490	$	68
$2 million - $5 million	20	64		18	64
$5 million - $10 million	5	39		5	33
$10 million - $25 million	4	69		6	112
Greater than $25 million	—	—		1	31
Total	514	$	248	520	$	308

The following table presents a summary of nonaccrual loans at June 30, 2025 as well as loans transferred to nonaccrual and net loan charge-offs (recoveries) for the three months ended June 30, 2025, based on North American Industry Classification System categories.


(dollar amounts in millions)	June 30, 2025				Three Months Ended June 30, 2025
	Nonaccrual Loans				Loans Transferred to Nonaccrual (a)				Net Loan Charge-Offs (Recoveries)
Industry Category
Health Care & Social Assistance	$	44	18	%	$	—	—	%	$	2
Residential Mortgage	42		17		5		26		—
Real Estate & Home Builders	30		12		2		11		1
Information & Communication	24		10		2		11		2
Manufacturing	23		9		4		21		8
Retail Trade	15		6		4		21		6
Utilities	13		5		—		—		—
Services	12		5		1		5		—

Management of Companies and Enterprises	6		2		1		5		—
Arts, Entertainment & Recreation	4		2		—		—		—
Wholesale Trade	3		1		—		—		7



Other (b)	32		13		—		—		2
Total	$	248	100	%	$	19	100	%	$	28

(a)Primarily loans to real estate developers.

(b)Primarily loans secured by owner-occupied real estate.

The Corporation limits risk inherent in its commercial real estate lending activities by monitoring borrowers directly involved in the commercial real estate markets and adhering to conservative policies on loan-to-value ratios for such loans, which are based on third-party appraisals that are performed at the time of origination in accordance with regulatory requirements as well as generally at the time of renewal. Per Interagency guidelines, the Corporation may also require an updated appraisal or valuation when economic, financial or market conditions may have resulted in deterioration of the prior appraisal's property value conclusions. Commercial real estate loans, consisting of real estate construction and commercial mortgage loans, totaled $18.3 billion at June 30, 2025. Commercial real estate loans made to borrowers in the Commercial Real Estate business line, which includes loans to real estate developers, totaled $9.5 billion, or 52% of total commercial real estate loans, an increase of $89 million compared to December 31, 2024.

The Commercial Real Estate business line at June 30, 2025 was predominantly secured by multi-family and industrial properties, comprising 49% and 29% of the Corporation's portfolio, respectively, with only 4% secured by office properties. Commercial real estate loans in other business lines totaled $8.8 billion, or 48% of total commercial real estate loans, at June 30, 2025, an increase of $21 million compared to December 31, 2024. These loans consisted primarily of owner-occupied commercial mortgages, which bear credit characteristics similar to non-commercial real estate business loans. Generally, loans previously reported as real estate construction are classified as commercial mortgage loans upon receipt of a certificate of occupancy.

The real estate construction loan portfolio primarily contains loans made to long-tenured customers with satisfactory completion experience. Criticized real estate construction loans in the Commercial Real Estate business line totaled $93 million at June 30, 2025 compared to $36 million at December 31, 2024. In other business lines, there were no criticized real estate construction loans at June 30, 2025 compared to $2 million at December 31, 2024. There were no net charge-offs of real estate construction loans for the three months ended June 30, 2025, compared to $7 million at March 31, 2025. For the six months ended June 30, 2025, real estate construction loan net charge-offs were $7 million, compared to none for the six months ended June 30, 2024.

Commercial mortgage loans are loans where the primary collateral is a lien on any real property and are primarily loans secured by owner-occupied real estate. Real property is generally considered primary collateral if the value of that collateral represents more than 50% of the commitment at loan approval. Loans in the commercial mortgage portfolio generally mature within three to five years.

Criticized commercial mortgage loans in the Commercial Real Estate business line totaled $425 million and $379 million at June 30, 2025 and December 31, 2024, respectively. In other business lines, $657 million and $694 million of commercial mortgage loans were criticized at June 30, 2025 and December 31, 2024, respectively. For the three months ended June 30, 2025 and March 31, 2025, commercial mortgage net charge-offs were $2 million and $6 million, respectively, and $8 million for the six months ended June 30, 2025 compared to $5 million for the six months ended June 30, 2024.

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Automotive Lending - Dealer

The following table presents a summary of automotive dealership loans.


	June 30, 2025				December 31, 2024
(in millions)	Loans Outstanding		Percent of Total Loans		Loans Outstanding		Percent of Total Loans
Dealer:
Floor plan	$	2,249			$	2,279
Other	3,192				3,234
Total dealer	$	5,441	10.6	%	$	5,513	10.9	%

Substantially all dealer loans are in the National Dealer Services business line and primarily include floor plan financing and other loans to automotive dealerships. Floor plan loans, included in commercial loans in the Consolidated Balance Sheets, totaled $2.2 billion at June 30, 2025, a decrease of $30 million compared to $2.3 billion at December 31, 2024. At both June 30, 2025 and December 31, 2024, other loans to automotive dealers in the National Dealer Service business line totaled $3.2 billion, including $1.8 billion of owner-occupied commercial real estate mortgage loans for both June 30, 2025 and December 31, 2024.

There were no nonaccrual dealer loans at both June 30, 2025 and December 31, 2024. Additionally, there were no net charge-offs of dealer loans during the three months ended June 30, 2025 and March 31, 2025, nor during the six months ended June 30, 2025 and 2024.

Automotive Lending - Production

The following table presents a summary of loans to borrowers involved with automotive production.


	June 30, 2025				December 31, 2024
(in millions)	Loans Outstanding		Percent of Total Loans		Loans Outstanding		Percent of Total Loans
Production:
Domestic	$	516			$	499
Foreign	281				265
Total production	$	797	1.6	%	$	764	1.5	%

Loans to borrowers involved with automotive production, primarily Tier 1 and Tier 2 suppliers, totaled $797 million at June 30, 2025 and $764 million at December 31, 2024. These borrowers have faced, and could face in the future, financial difficulties due to disruptions in auto production, issues with supply chains and logistics operations and impacts resulting from labor union strikes. As such, management continues to monitor this portfolio.

There were no nonaccrual loans to borrowers involved with automotive production at both June 30, 2025 and December 31, 2024. There were no automotive production loan net charge-offs during the three months ended June 30, 2025 and March 31, 2025, nor during the six months ended June 30, 2025 and 2024.

Residential Real Estate Lending

At June 30, 2025, residential real estate loans represented 7% of total loans. The following table summarizes the Corporation's residential mortgage and home equity loan portfolios by geographic market.


	June 30, 2025								December 31, 2024
(dollar amounts in millions)	Residential Mortgage Loans		% of Total		Home Equity Loans		% of Total		Residential Mortgage Loans		% of Total		Home Equity Loans		% of Total
Geographic market:
Michigan	$	614	32	%	$	405	23	%	$	576	30	%	$	420	23	%
California	878		45		929		51		889		46		931		52
Texas	277		14		366		21		273		14		365		20
Other Markets	185		9		81		5		191		10		86		5
Total	$	1,954	100	%	$	1,781	100	%	$	1,929	100	%	$	1,802	100	%

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Residential real estate loans, which consist of traditional residential mortgages and home equity loans and lines of credit, totaled $3.7 billion at June 30, 2025. The residential real estate portfolio is principally located within the Corporation's primary geographic markets. Substantially all residential real estate loans past due 90 days or more are placed on nonaccrual status, and substantially all junior lien home equity loans that are current or less than 90 days past due are placed on nonaccrual status if full collection of the senior position is in doubt. At no later than 180 days past due, such loans are charged off to current appraised values less costs to sell.

Residential mortgages totaled $2.0 billion at June 30, 2025, and were primarily large, variable-rate mortgages originated and retained for certain private banking relationship customers. Of the $2.0 billion of residential mortgage loans outstanding, $42 million were on nonaccrual status at June 30, 2025, an increase of $5 million compared to December 31, 2024. The home equity portfolio totaled $1.8 billion at June 30, 2025, of which 95% was outstanding under primarily variable-rate, interest-only home equity lines of credit and 5% were in amortizing status. Of the $1.8 billion of home equity loans outstanding, $28 million were on nonaccrual status at June 30, 2025. A majority of the home equity portfolio was secured by junior liens at June 30, 2025.

Energy Lending

The Corporation has a portfolio of Energy loans that are included entirely in commercial loans in the Consolidated Balance Sheets. Customers in the Corporation's Energy business line are engaged in exploration and production (E&P) and midstream. E&P generally includes activities such as searching for potential oil and gas fields, drilling exploratory wells and operating active wells. Commitments to E&P borrowers are generally subject to semi-annual borrowing base re-determinations based on a variety of factors including updated prices (reflecting market and competitive conditions), energy reserve levels and the impact of hedging. The midstream sector is generally involved in the transportation, storage and marketing of crude and/or refined oil and gas products. Approximately 86% of loans in the Energy business line are Shared National Credits (SNC), which are facilities greater than or equal to $100 million shared by three or more federally supervised institutions, reflecting the Corporation's focus on larger middle market companies that have financing needs that generally exceed internal individual borrower credit risk limits. The Corporation seeks to develop full relationships with SNC borrowers.

The following table summarizes information about loans in the Corporation's Energy business line.


	June 30, 2025								December 31, 2024
(dollar amounts in millions)	Outstandings				Nonaccrual		Criticized (a)		Outstandings				Nonaccrual		Criticized (a)
Exploration and production (E&P)	$	1,213	80	%	$	—	$	—	$	1,188	80	%	$	—	$	—
Midstream	305		20		—		—		298		20		—		—


Total Energy business line	$	1,518	100	%	$	—	$	—	$	1,486	100	%	$	—	$	—

(a) Includes nonaccrual loans.

Loans in the Energy business line totaled $1.5 billion, or 3% of total loans, at June 30, 2025, an increase of $32 million compared to December 31, 2024. Total exposure, including unused commitments to extend credit and letters of credit, was $3.5 billion at June 30, 2025 (a utilization rate of 41%) and $3.5 billion at December 31, 2024 (a utilization rate of 41%). There were no nonaccrual or criticized Energy loans at both June 30, 2025 and December 31, 2024. There were no Energy net charge-offs for the three-month periods ended June 30, 2025 and March 31, 2025, nor the six months ended June 30, 2025, compared to net recoveries of $9 million for the six months ended June 30, 2024.

Leveraged Loans

Certain loans in the Corporation's commercial portfolio are considered leveraged transactions. These loans are typically used for mergers, acquisitions, business recapitalizations, refinancings and equity buyouts. To help mitigate the risk associated with these loans, the Corporation focuses on middle market companies with highly capable management teams, strong sponsors and solid track records of financial performance. Industries prone to cyclical downturns and acquisitions with a high degree of integration risk are generally avoided. Other considerations include the sufficiency of collateral, the level of balance sheet leverage and the adequacy of financial covenants. During the underwriting process, cash flows are stress-tested to evaluate the borrowers' abilities to handle economic downturns and an increase in interest rates.

The FDIC defines higher-risk commercial and industrial (HR C&I) loans for assessment purposes as loans generally with leverage of four times total debt to earnings before interest, taxes and depreciation (EBITDA) as well as three times senior debt to EBITDA, excluding certain collateralized loans.

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The following tables summarize information about HR C&I loans, which represented 6% of total loans at both June 30, 2025 and December 31, 2024.


(in millions)	June 30, 2025		December 31, 2024
Outstandings	$	2,933	$	2,836
Criticized	383		300

There were $6 million in net charge-offs of leveraged loans during the three months ended June 30, 2025, compared to $2 million in net charge-offs for the three months ended March 31, 2025. Net charge-offs of leveraged loans for the six months ended June 30, 2025 totaled $8 million, compared to $9 million for the six months ended June 30, 2024.

Market and Liquidity Risk

Market risk represents the risk of loss due to adverse movement in prices, including interest rates, foreign exchange rates, commodity prices and equity prices. Liquidity risk represents the risk that the Corporation does not have sufficient access to funds to maintain its normal operations at all times or does not have the ability to raise or borrow funds at a reasonable cost at all times.

The Asset Liability Management Committee (ALCO) of the Corporation establishes and monitors compliance with the policies and risk limits pertaining to market and liquidity risk management activities. ALCO meets regularly to discuss and review market and liquidity risk management strategies and consists of executives and senior management from various areas of the Corporation, including treasury, finance, economics, lending, deposit gathering and risk management. Corporate Treasury helps mitigate market and liquidity risk under the direction of ALCO through the actions it takes to manage the Corporation's market, liquidity and capital positions.

The Corporation performs monthly liquidity stress testing to evaluate its ability to meet funding needs in hypothetical stressed environments. Such environments cover a series of scenarios, including both idiosyncratic and market-wide in nature, which vary in terms of duration and severity. The Corporation's evaluation as of June 30, 2025 projected that sufficient sources of liquidity were available under each series of events.

In addition to assessing liquidity risk on a consolidated basis, Corporate Treasury also monitors the parent company's liquidity and has established liquidity coverage requirements for meeting expected obligations without the support of additional dividends from subsidiaries. ALCO's policy on liquidity risk management requires the parent company to maintain sufficient liquidity to meet expected cash obligations, such as debt service, dividend payments and normal operating expenses, over a period of no less than 12 months. The Corporation had liquid assets of $1.4 billion on an unconsolidated basis at June 30, 2025.

Corporate Treasury and the Risk Division support ALCO in measuring, monitoring and managing interest rate risk as well as all other market risks. Key activities encompass: (i) providing information and analyses of the Corporation's balance sheet structure and measurement of interest rate and all other market risks; (ii) monitoring and reporting of the Corporation's positions relative to established policy limits and guidelines; (iii) developing and presenting analyses and strategies to adjust risk positions; (iv) reviewing and presenting policies and authorizations for approval; and (v) monitoring of industry trends and analytical tools to be used in the management of interest rate and all other market and liquidity risks.

Interest Rate Risk

Net interest income is the primary source of revenue for the Corporation. Interest rate risk arises in the normal course of business due to differences in the repricing and cash flow characteristics of assets and liabilities, primarily through the Corporation's core business activities of extending loans and acquiring deposits. The Corporation's balance sheet is predominantly characterized by floating-rate loans funded by core deposits. Including the impact of interest rate swaps converting floating-rate loans to fixed, the Corporation's loan composition at June 30, 2025 was 55% fixed-rate, 35% overnight to 30-day rate, 7% 90-day and greater rates and 3% prime rate. The composition of the loan portfolio creates sensitivity to interest rate movements due to the imbalance between the faster repricing of the floating-rate loan portfolio versus deposit products. In addition, the growth and/or contraction in the Corporation's loans and deposits may lead to changes in sensitivity to interest rate movements in the absence of mitigating actions. Examples of such actions are purchasing fixed-rate investment securities, which provide liquidity and act to mitigate the inherent interest rate sensitivity, as well as hedging with interest rate swaps and options. Other mitigating factors include interest rate floors on a portion of the loan portfolio.

The Corporation actively manages its exposure to interest rate risk with the principal objective of optimizing net interest income and the economic value of equity while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity.

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Since no single measurement system satisfies all management objectives, a combination of techniques is used to manage interest rate risk. These techniques examine the impact of interest rate risk on net interest income and the economic value of equity under a variety of alternative scenarios, including changes in the level, slope and shape of the yield curve utilizing multiple simulation analyses. Simulation analyses produce only estimates of net interest income as the assumptions used are inherently uncertain. Actual results may differ from simulated results due to many factors, including, but not limited to, the timing, magnitude and frequency of changes in interest rates, market conditions, regulatory impacts and management strategies.

Sensitivity of Net Interest Income to Changes in Interest Rates

The analysis of the impact of changes in interest rates on net interest income under various interest rate scenarios is management's principal risk management technique. Management models a base-case net interest income under an unchanged interest rate environment using a static balance sheet and generates sensitivity scenarios by changing certain model assumptions. Each scenario includes assumptions such as loan growth, investment security prepayment levels, depositor behavior and overall balance sheet mix and growth which are in line with historical patterns. Additionally, the analysis assumes that all loan hedges qualify for hedge accounting. Changes in actual economic activity may result in a materially different interest rate environment as well as a balance sheet structure that is different from the changes management included in its simulation analysis. Model assumptions in the sensitivity scenarios at June 30, 2025 included for the rising rate scenarios, a modest increase in loan balances and a moderate decrease in deposit balances, and for the declining rate scenarios, a modest decrease in loan balances and a moderate increase in deposit balances. In addition, both scenarios assumed loan spreads held at current levels, an incremental interest-bearing deposit beta of approximately 47%, deposit mix shifts based on historical observations, partial reinvestment of securities portfolio cash flows and no additions to interest rate swaps.

The average balance of the securities portfolio included in the analysis was $14.8 billion for the three months ended June 30, 2025 with an average yield of 2.46% and effective duration of 5.7 years.

The table below details components of the Corporation's variable-rate loan swap portfolio at June 30, 2025.


	Variable-Rate Loan Swaps
(dollar amounts in millions)	Notional Amount		Weighted Average Yield		Years to Maturity
Swaps under contract at June 30, 2025 (a)	$	23,100	2.56	%	2.7

(a)Years to maturity calculated from a starting date of June 30, 2025.

The analysis also includes interest rate swaps that convert $5.8 billion of fixed-rate medium- and long-term debt and FHLB advances to variable rates through fair value hedges. Additionally, included in this analysis are $16.1 billion of loans that were subject to an average interest rate floor of 52 basis points at June 30, 2025. This base-case net interest income is then compared against interest rate scenarios in which short-term rates rise or decline 100 or 200 basis points (with a floor of 0%) in a linear, non-parallel fashion from the base case over 12 months, resulting in an average change of 50 or 100 basis points over the period.

The table below, as of June 30, 2025 and December 31, 2024, displays the estimated impact on net interest income during the next 12 months by relating the base case scenario results to those from the rising and declining rate scenarios described above.


	Estimated Annual Change
	June 30, 2025					December 31, 2024
(dollar amounts in millions)	Amount		%			Amount		%
Change in Interest Rates:					Change in Interest Rates:
Rising 100 basis points	$	(36)	(2)	%	Rising 100 basis points	$	(26)	(1)	%
(50 basis points on average)					(50 basis points on average)
Declining 100 basis points	18		1		Declining 100 basis points	12		1
(50 basis points on average)					(50 basis points on average)
Rising 200 basis points	(85)		(4)		Rising 200 basis points	(67)		(3)
(100 basis points on average)					(100 basis points on average)
Declining 200 basis points	22		1		Declining 200 basis points	12		1
(100 basis points on average)					(100 basis points on average)

Sensitivity to both rising and declining interest rates increased slightly from December 31, 2024 to June 30, 2025 due to changes in balance sheet mix dynamics.

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At June 30, 2025, additional sensitivity scenarios applied the rising and declining 100 basis point scenario assumptions with a 60% incremental deposit beta relative to the base case scenario to assess the impact of the Corporation's deposit beta assumptions. In these rising and declining scenarios, net interest income decreased by $66 million and increased by $41 million, respectively, due to a more rapid repricing pace compared to the standard model assumptions.

Sensitivity of Economic Value of Equity to Changes in Interest Rates

In addition to the simulation analysis on net interest income, an economic value of equity analysis provides an alternative view of the interest rate risk position. The economic value of equity is the difference between the estimate of the economic value of the Corporation's financial assets, liabilities and off-balance sheet instruments, derived through discounting cash flows based on actual rates at the end of the period, and the estimated economic value after applying the estimated impact of rate movements. The Corporation primarily monitors the percentage change on the base-case economic value of equity. The economic value of equity analysis is based on an immediate parallel 100 or 200 basis point shock with a floor of 0%.

The table below, as of June 30, 2025 and December 31, 2024, displays the estimated impact on the economic value of equity from the interest rate scenario described above.


	June 30, 2025					December 31, 2024
(dollar amounts in millions)	Amount		%			Amount		%
Change in Interest Rates:					Change in Interest Rates:
Rising 100 basis points	$	(406)	(3)	%	Rising 100 basis points	$	(503)	(4)	%
Declining 100 basis points	527		4		Declining 100 basis points	598		5
Rising 200 basis points	(904)		(7)		Rising 200 basis points	(1,066)		(9)
Declining 200 basis points	917		7		Declining 200 basis points	1,097		9

The sensitivity of the economic value of equity to rising and declining rates decreased from December 31, 2024 to June 30, 2025 due to a declining notional amount of cash flow swaps and a smaller securities portfolio.

BSBY Cessation

The Bloomberg Index Services Limited (Bloomberg) discontinued publishing BSBY on November 15, 2024. As a result, the Corporation was required to “de-designate” $7.0 billion of interest rate swaps used in cash flow hedges of certain BSBY-indexed loans and reclassify amounts recognized in accumulated other comprehensive income into earnings. For each de-designated swap, settlement of interest payments and changes in fair value were recorded as risk management hedging losses within other noninterest income instead of net interest income until re-designation. All impacted swaps were re-designated as of April 1, 2024.

BSBY cessation positively impacted interest income on commercial loans by $23 million for the three months ended June 30, 2025, compared to $28 million for the three months ended March 31, 2025. Refer to Note 6 to the consolidated financial statements for further discussion of re-designated interest rate hedges.

The Corporation has substantially completed its BSBY transition efforts and effectively all BSBY-based contracts have transitioned to other reference rates. Any BSBY-based contract that did not transition to SOFR or other indices in 2024 are expected to either not reprice prior to maturing in 2025 or convert to SOFR or another index at their next repricing date.

Sources of Liquidity

The Corporation maintains a liquidity position that it believes will adequately satisfy its financial obligations while taking into account potential commitment draws and deposit run-off that may occur in the normal course of business. The majority of the Corporation's balance sheet is funded by customer deposits. Cash flows from loan repayments, increases in deposit accounts (including brokered deposits), activity in the securities portfolio and wholesale funding channels serve as the Corporation's primary liquidity sources.

The Corporation satisfies incremental liquidity needs with either liquid assets or external funding sources. Available liquidity includes cash, FHLB advances and FRB borrowing through the discount window, as well as the market value of unencumbered investment securities, which, if needed, could be utilized as collateral for FHLB advances and FRB borrowings. The Corporation has pledged a portion of its investment securities portfolio to access wholesale funding as needed.

The Bank is a member of the FHLB of Dallas, Texas, which provides short- and long-term funding to its members through advances collateralized by real estate-related loans, certain government agency-backed securities and other eligible assets. Actual borrowing capacity is contingent on the amount of collateral pledged to the FHLB and the fair value of pledged assets, as well as applicable FHLB haircuts.

At June 30, 2025, the Bank had pledged real estate-related loans totaling $22.0 billion and investment securities totaling $5.9 billion to the FHLB, which provided for up to $16.9 billion of collateralized borrowing with the FHLB.

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The FRB provides liquidity through its discount window, where banks may borrow funds based on the discounted fair value of pledged assets. At June 30, 2025, the Bank pledged $21.0 billion of loans to the FRB, which provided for up to $17.4 billion of collateralized borrowing through the discount window.

The table below details the Corporation's sources of available liquidity at June 30, 2025.


(dollar amounts in millions)	Total Capacity		Borrowings Outstanding		Available Liquidity
Cash on deposit with FRB (a)					$	3,909
Unencumbered investment securities (b)					7,262
Secured borrowing facilities:
FHLB	$	16,914	$	5,000	11,914
FRB	17,430		—		17,430
Total available liquidity					$	40,515

(a)Included in interest-bearing deposits with banks on the Consolidated Balance Sheet.

(b)Market value of available-for-sale investment securities that the Corporation can pledge or sell without third-party consent.

The Corporation may also use brokered deposits and external debt as additional sources of funding, and maintains a shelf registration statement with the Securities and Exchange Commission through which it may issue securities. The ability of the Corporation and the Bank to raise unsecured funding at competitive rates is impacted by rating agencies' views of the credit quality, liquidity, capital, earnings and other relevant factors related to the Corporation and the Bank. As of June 30, 2025, the three major rating agencies had assigned the following ratings to long-term senior unsecured obligations of the Corporation and the Bank, as well as long-term deposits at the Bank. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

Debt Ratings

Deposit Ratings

Comerica Incorporated

Comerica Bank

June 30, 2025

Rating

Outlook

Rating

Moody’s Investors Service

Baa2

Stable

Fitch Ratings

A-

Negative

Standard and Poor’s

BBB

BBB+

Stable

not rated

Deposit Concentrations and Uninsured Deposits

The Corporation's uninsured deposits are well-diversified between geographies, industries and customers. At June 30, 2025, the Retail Bank and general Middle Market segments, both highly diversified and granular, accounted for 39% and 29% of the total deposit base, respectively. Corporate Banking and Technology and Life Sciences comprised 6% and 4% of total deposits, respectively, which were the largest deposit concentrations of the more specialized business lines.

Uninsured deposits are defined as the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit and amounts in any other uninsured investment or deposit account that are classified as deposits and are not subject to any federal or state deposit insurance regimes.


	June 30, 2025				December 31, 2024
(Dollar amount in millions)	Amount		Percentage of total deposits		Amount		Percentage of total deposits
Total uninsured deposits, as calculated per regulatory guidelines	$	32,251	54	%	$	33,387	52	%
Less: affiliate deposits	(3,993)				(3,876)
Total uninsured deposits, excluding affiliate deposits	$	28,258	47	%	$	29,511	46	%

Time deposits otherwise uninsured, which consist of foreign office time deposits, totaled $16 million at June 30, 2025 and all mature in three months or less. Collateralized deposits, consisting of trust deposits as well as deposits of public entities and state and local government agencies, totaled $433 million at June 30, 2025, compared to $348 million at December 31, 2024.

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Direct Express Debit MasterCard Program

In July 2024, the Bank received preliminary notification that, following the contract expiration on January 2, 2025, it was not selected to continue serving as financial agent supporting the Direct Express Program; however, the Treasury elected to extend the contract term for up to three years past January 2, 2025 to facilitate an orderly transition. While the length of the transition is currently unknown, the Corporation believes it may take some time given the scale and complexity of the program as well as its own transition experience.

For the three months ended June 30, 2025, average deposits related to the Direct Express program were $3.7 billion, all of which were noninterest-bearing. Card fee income related to the Direct Express program was $28 million for the three months ended June 30, 2025. Noninterest expenses related to the Direct Express program for the three months ended June 30, 2025 were $31 million, consisting primarily of outside processing fee expense. The Corporation cannot currently predict the impact that the loss of this contract and the related deposits could have on its financial statements as it will be subject to many factors, including, but not limited to, the timing, costs and extent of securing any necessary alternative sources of funding. However, such impact could be material.

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CRITICAL ACCOUNTING ESTIMATES

The Corporation’s consolidated financial statements are prepared based on the application of accounting policies, the most significant of which are described in Note 1 to the consolidated financial statements included in the Corporation's 2024 Annual Report. These policies require numerous estimates and strategic or economic assumptions, which may prove inaccurate or subject to variations. Changes in underlying factors, assumptions or estimates could have a material impact on the Corporation’s future financial condition and results of operations. At December 31, 2024, the most critical of these estimates related to the allowance for credit losses, fair value measurement, pension plan accounting and income taxes. These estimates were reviewed with the Audit Committee of the Corporation’s Board of Directors and are discussed more fully on pages F-36 through F-39 in the Corporation's 2024 Annual Report. As of the date of this report, there have been no significant changes to the Corporation's critical accounting estimates as disclosed in the Corporation's 2024 Annual Report.

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SUPPLEMENTAL FINANCIAL DATA

The Corporation believes non-GAAP measures are meaningful because they reflect adjustments commonly made by management, investors, regulators and analysts to evaluate the adequacy of common equity and our performance trends. The CET1 capital ratio removes preferred stock from the Tier 1 capital ratio as defined by and calculated in conformity with bank regulations. Tangible common equity is used by the Corporation to measure the quality of capital and the return relative to balance sheet risk. The tangible common equity ratio removes the effect of intangible assets from capital and total assets. Tangible common equity per share of common stock removes the effect of intangible assets from common shareholders' equity per share of common stock.

The following table provides a reconciliation of non-GAAP financial measures and regulatory ratios used in this financial review with financial measures defined by GAAP.


(dollar amounts in millions, except per share data)	June 30, 2025			December 31, 2024






Common Equity Tier 1 Capital (a):
Tier 1 capital	$	8,718		$	9,061
Less:
Fixed-rate reset non-cumulative perpetual preferred stock	—			394
Common equity tier 1 capital	$	8,718		$	8,667
Risk-weighted assets	$	72,988		$	72,903
Tier 1 capital ratio	11.94		%	12.43		%
Common equity tier 1 capital ratio	11.94			11.89
Tangible Common Equity Ratio:
Total shareholders' equity	$	6,860		$	6,543
Less:
Fixed-rate reset non-cumulative perpetual preferred stock	—			394
Common shareholders' equity	$	6,860		$	6,149
Less:
Goodwill	635			635
Other intangible assets	5			6
Tangible common equity	$	6,220		$	5,508
Total assets	$	77,988		$	79,297
Less:
Goodwill	635			635
Other intangible assets	5			6
Tangible assets	$	77,348		$	78,656
Common equity ratio	8.80		%	7.75		%
Tangible common equity ratio	8.04			7.00
Tangible Common Equity per Share of Common Stock:
Common shareholders' equity	$	6,860		$	6,149
Tangible common equity	6,220			5,508
Shares of common stock outstanding (in millions)	130			131
Common shareholders' equity per share of common stock	$	52.90		$	46.79
Tangible common equity per share of common stock	47.96			41.91

(a)June 30, 2025 ratios are estimated.

Total uninsured deposits as calculated per regulatory guidance and reported on schedule RC-O of the Bank’s Call Report include affiliate deposits, which by definition have a different risk profile than other uninsured deposits. The amounts presented below remove affiliate deposits from the total uninsured deposits number. The Corporation believes that the presentation of uninsured deposits adjusted for the impact of affiliate deposits provides enhanced clarity of uninsured deposits at risk.


(dollar amounts in millions)	June 30, 2025		December 31, 2024
Uninsured Deposits:
Total uninsured deposits, as calculated per regulatory guidelines	$	32,251	$	33,387
Less: affiliate deposits	(3,993)		(3,876)
Total uninsured deposits, excluding affiliate deposits	$	28,258	$	29,511

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures for the current period can be found in the "Market and Liquidity Risk" section of "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations."

ITEM 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures. The Corporation maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to the Corporation's management, including the Corporation's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management has evaluated, with the participation of the Corporation's Chief Executive Officer and Chief Financial Officer, the effectiveness of the Corporation's disclosure controls and procedures as of the end of the period covered by this quarterly report (the Evaluation Date). Based on the evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Corporation's disclosure controls and procedures are effective.

(b)Changes in Internal Control Over Financial Reporting. During the period to which this report relates, there have not been any changes in the Corporation's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or that are reasonably likely to materially affect, such controls.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

For information regarding the Corporation's legal proceedings, see "Part I. Item 1. Note 14 – Contingent Liabilities," which is incorporated herein by reference.

ITEM 1A. Risk Factors

There has been no material change in the Corporation's risk factors as previously disclosed in response to Part I, Item 1A. of the Corporation's 2024 Annual Report. Such risk factors are incorporated herein by reference.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

For information regarding the Corporation's purchase of equity securities, see "Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations – Capital," which is incorporated herein by reference.

ITEM 5. Other Information

No director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Corporation , modified, or any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the quarter ended June 30, 2025.

Certificate of Elimination

Following the redemption of all of the Corporation’s outstanding shares of Series A Preferred Stock and the corresponding depositary shares on July 1, 2025, the Corporation filed a Certificate of Elimination eliminating the Certificate of Designations, including all rights, preferences, privileges and other matters set forth therein, with respect to the Series A Preferred Stock (Certificate of Elimination) from the Corporation’s Restated Certificate of Incorporation. The Certificate of Elimination became effective upon the filing thereof with the Secretary of State of the State of Delaware on July 24, 2025. In accordance with Section 151(g) of the Delaware General Corporation Law, the shares that were designated as Series A Preferred Stock were returned to the status of authorized but unissued shares of the Corporation’s preferred stock, without designation as to any series.

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ITEM 6. Exhibits


Exhibit No.						Description

3.1						Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Corporation's Current Report on Form 8-K dated August 4, 2010, and incorporated herein by reference).

3.2						Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).

3.3						Amended and Restated Bylaws of Comerica Incorporated (filed as Exhibit 3.3 to Corporation's Current Report on Form 8-K dated November 3, 2020, and incorporated herein by reference).

4						[In accordance with Regulation S-K Item No. 601(b)(4)(iii), the Corporation is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The Corporation hereby agrees to furnish a copy of any such instrument to the SEC upon request.]

31.1						Chairman, President and CEO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).

31.2						Senior Executive Vice President and CFO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).

32*						Section 1350 Certification of Periodic Report (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).

101						Financial statements from Quarterly Report on Form 10-Q of the Corporation for the quarter ended June 30, 2025, formatted in Inline XBRL: (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Comprehensive Income (unaudited), (iii) the Consolidated Statements of Changes in Shareholders' Equity (unaudited), (iv) the Consolidated Statements of Cash Flows (unaudited) and (v) the Notes to Consolidated Financial Statements (unaudited).

104						The cover page from the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included in Exhibit 101).

*						The certification attached as Exhibit 32 is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Corporation under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

†						Management contract or compensatory plan or arrangement.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			COMERICA INCORPORATED
			(Registrant)

			/s/ Mauricio A. Ortiz
			Mauricio A. Ortiz
			Executive Vice President,
			Chief Accounting Officer,
			Controller and
			Duly Authorized Officer

Date: July 30, 2025

COMERICA INC - Quarter Report: 2025 June (Form 10-Q)

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