CMA Comerica Inc

ý	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:

B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

Comerica Incorporated Preferred Savings Plan

Years Ended December 31, 2018 and 2017

with Report of Independent Registered Public Accounting Firm

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Table of Contents

Comerica Incorporated Preferred Savings Plan

Financial Statements and Supplemental Schedule

Years Ended December 31, 2018 and 2017

Contents

Report of Independent Registered Public Accounting Firm	1
Audited Financial Statements
Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)	10

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Table of Contents

Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of Comerica Incorporated Preferred Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Comerica Incorporated Preferred Savings Plan (the Plan) as of December 31, 2018 and 2017, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2018 and 2017, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2018, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Ernst & Young LLP

We have served as the Plan’s auditor since 1998.

Dallas, TX

May 30, 2019

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Table of Contents

Comerica Incorporated Preferred Savings Plan

Statements of Net Assets Available for Benefits

(in millions)
December 31	2018				2017
Assets
Investments:
Mutual funds	$	649			$	706
Collective trust funds	454				504
Comerica Incorporated common stock	117				162
Investments, at fair value	1,220				1,372
Separate account guaranteed investment contracts	26				26
Security-backed guaranteed investment contracts	126				127
Investments, at contract value	152				153
Total investments	1,372				1,525
Receivables:
Accrued income receivable	1				1
Notes receivable from participants	25				26
Total receivables	26				27
Net assets available for benefits	$	1,398			$	1,552

See accompanying notes.

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Table of Contents

Comerica Incorporated Preferred Savings Plan

Statements of Changes in Net Assets Available for Benefits

(in millions)
Years Ended December 31	2018				2017
Additions
Dividend and interest income	$	57			$	41
Participant contributions	48				46
Employer contributions	22				22
Interest income on notes receivable from participants	1				1
Assets transferred from Retirement Account Plan	—				53
Total additions	128				163
Deductions
Distributions to participants	126				141
Net (depreciation) appreciation in fair value of investments	(156		)		184
Net (decrease) increase for the year	(154		)		206
Net assets available for benefits:
Beginning of year	1,552				1,346
End of year	$	1,398			$	1,552

See accompanying notes.

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Table of Contents

Comerica Incorporated Preferred Savings Plan

Notes to Financial Statements

1. Description of the Plan

The Comerica Incorporated Preferred Savings Plan (the Plan) is a 401(k) plan covering all eligible employees of Comerica Incorporated (the Corporation) and its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Information about the Plan agreement, participants' investment alternatives and the vesting and benefit provisions is contained in the Summary Plan Description captioned “Comerica Incorporated Preferred Savings 401(k) Plan." Copies of the Summary Plan Description are available on the internet at www.comericaretirement.com.

The Plan's assets were held in the Comerica Incorporated Retirement Account and Preferred Savings Trust (the Master Trust), together with assets of the Comerica Incorporated Retirement Account Plan (the Retirement Account Plan), a profit sharing plan, during 2016. Effective January 1, 2017, the Corporation transferred the assets of the Retirement Account Plan into the Plan and the Master Trust was renamed the Comerica Incorporated Preferred Savings Trust. As a result, assets totaling $53 million were transferred from the Retirement Account Plan to the Plan. Balances in participant accounts associated with the former Retirement Account Plan are separately maintained. There were no substantive changes made to the existing terms of the Plan, except for retaining certain features of the Retirement Account Plan.

Although the Corporation has not expressed any intent to do so, the Corporation has the right under the Plan to amend or terminate the Plan at any time. In the event the Plan is terminated, all participants' accounts will be fully vested and non-forfeitable.

The following description of the Plan is provided for general information purposes only. Participants should refer to the Plan document and the Summary Plan Description for more complete information.

Eligibility

Employees are generally eligible to participate in the Plan on the first day of the first payroll period commencing on or after the first day of the month coincident with or following six consecutive calendar months of service.

Participant Contributions and Accounts

Participants may make pre-tax contributions and/or Roth contributions to the Plan through payroll deductions. Total contributions may not exceed the lesser of 50 percent of the participant's annual compensation or the Internal Revenue Service (IRS) allowed maximum ($18,500 for 2018 and $18,000 for 2017 plus an additional $6,000 for participants age 50 or over for both 2018 and 2017). Participants direct the investment of their accounts among the investment funds offered by the Plan. Participants may change their investment options at any time. If a participant does not make an investment election upon enrollment, the participant's contributions are invested in the Comerica Destination Fund appropriate for the participant's age and can be redirected by the participant at any time at their discretion.

Rollover contributions are also accepted from other tax-qualified plans, provided certain specified conditions are met.

The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Employer Matching Contributions

The Corporation makes a matching contribution on behalf of each participant of 100 percent of the first four percent of qualified earnings contributed by the participant and is invested based on the participant's investment elections. In the absence of a participant's investment election, the funds are initially invested in the Comerica Destination Fund appropriate for the participant's age. Employer matching contributions are 100 percent vested at the time they are contributed to a participant's individual account.

Dividend Election

The Plan discontinued the Corporation's common stock as an investment election available to participants for future contributions or reallocations from other investments in 2008. Participants who retained the Corporation's common stock as an investment either have their dividends reinvested within the Plan or receive the dividends as cash with their regular pay.

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Table of Contents

Comerica Incorporated Preferred Savings Plan

Notes to Financial Statements (continued)

Participant Loans

Participants generally may borrow from their account balances, excluding their Retirement Account Plan balance, an amount not to exceed the lesser of $50,000 or 50 percent of their total contributions, matching contribution and rollover contribution account balances. Participants may have only two loans outstanding at any time. Each loan is required to be repaid within five years or less, or up to 15 years if the loan is for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear a fixed rate of interest determined at origination (currently one percent above the Prime Rate published in The Wall Street Journal ). Principal and interest are paid by the participant through payroll deductions that are credited to the participant's individual account. Participants are charged a fee to initiate each loan as well as a quarterly loan maintenance fee.

Forfeited Accounts

Unallocated employer contributions within the former Retirement Account Plan resulting from employee forfeitures were retained in the Retirement Account Plan in the Stable Value Fund at December 31, 2018 and are used first to restore the accounts of reemployed Participants, then to pay recoverable administrative expenses of the Plan or to reduce the Corporation's contributions.

Employee forfeitures associated with the former Retirement Account Plan were $1 million and reduced the Corporation's contributions and expenses by the same amount for the year ended December 31, 2017 . Employee forfeitures and associated reduction of employer contribution and expenses within the former Retirement Account Plan for the year ended December 31, 2018 were insignificant.

Distributions to Participants

Upon separation from service with the Corporation for any reason, a participant whose vested account balance is $5,000 or less may elect to receive either a lump sum or a rollover distribution. A participant whose vested account balance is greater than $5,000 may elect a distribution or remain in the Plan. Distribution options include a rollover, lump sum distribution or monthly, quarterly or annual installments over a fixed period. Distributions are recorded when paid.

In-service withdrawals are permitted upon request of a participant with an attained age of at least 59-1/2 years and in certain other limited circumstances, as defined by the Plan. Hardship withdrawals are allowed for participants incurring an immediate and heavy financial need, as defined by the Plan. Hardship withdrawals are strictly regulated by the IRS and a participant must exhaust all available loan options and available distributions prior to requesting a hardship withdrawal. In-service loans and hardship withdrawals are not permitted on Retirement Account Plan balances.

Plan Expenses

Administrative and investment expenses incurred in connection with the operation of the Plan are paid by the Corporation and by revenue sharing with the recordkeeper. Certain participant loan fees and transaction expenses are deducted from loan or distribution proceeds, as applicable, or are charged directly to the participant's account. Additionally, the Plan offers fee-based advisory services to participants. Fees for these services are charged directly to the participant's account.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accounting and reporting policies of the Plan conform to U.S. generally accepted accounting principles (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Fair value measurement applies whenever accounting guidance requires or permits assets or liabilities to be measured at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction (i.e., not a forced transaction, such as a liquidation or distressed sale) between market participants at the measurement date. Fair value is based on the assumptions market participants would use when pricing an asset or liability. GAAP establishes a three-level fair value hierarchy that prioritizes the information used to develop fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. Fair value measurements are separately disclosed by level within the fair value hierarchy. For assets recorded at fair value, it is the Plan's policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements for those items for which there is an active market.

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Table of Contents

Comerica Incorporated Preferred Savings Plan

Notes to Financial Statements (continued)

Investment contracts held by a qualified plan are reported at fair value, except for fully benefit-responsive investment contracts, which are reported at contract value. The contract value represents contributions and allocations plus earnings at the crediting rate, less participant withdrawals and administrative expenses.

Securities transactions are recorded on a trade-date basis. Realized gains and losses are reported based on the average cost of securities sold. Dividend income is recorded on the ex-dividend date. Interest income is accounted for on the accrual basis.

Notes Receivable from Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as transaction fees and expenses and are expensed when they are incurred. No allowance for credit losses was recorded as of December 31, 2018 and 2017 . If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

3. Fair Value

Fair value measurements are utilized to record fair value adjustments to certain assets and to determine fair value disclosures. Mutual funds, collective trust funds and Comerica Incorporated common stock are recorded at fair value on a recurring basis.

Assets at fair value in the Plan are categorized into a three-level hierarchy, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

	Level 1		Valuation is based upon quoted prices for identical instruments traded in active markets.
	Level 2		Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
	Level 3		Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Following is a description of valuation methodologies and key inputs used to measure assets recorded at fair value, including an indication of the level of the fair value hierarchy in which the assets are classified. Transfers of assets between levels of the fair value hierarchy are recognized at the beginning of the reporting period, when applicable.

Mutual funds: Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are quoted in an active market and are classified in Level 1 of the fair value hierarchy.

Comerica Incorporated common stock: Fair value measurement of Comerica Incorporated common stock is based upon the closing price reported on the New York Stock Exchange and is classified in Level 1 of the fair value hierarchy.

Collective trust funds: Collective trust funds are valued using the net asset value (NAV) provided by the administrator of the fund as a practical expedient to estimate fair value and, therefore, are not categorized into the fair value hierarchy. The Stable Value Fund primarily invests in fully benefit-responsive separate account and security-backed guaranteed investment contracts, as well as collective trust funds. The collective trust funds within the Stable Value Fund are also valued at the NAV provided by the administrators of the funds.

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

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Table of Contents

Comerica Incorporated Preferred Savings Plan

Notes to Financial Statements (continued)

The following table presents, by level within the fair value hierarchy, the recorded amount of the Plan's assets measured at fair value on a recurring basis. The Plan had no assets classified within Level 2 or Level 3 of the fair value hierarchy at December 31, 2018 and 2017 . There were no liabilities measured at fair value at December 31, 2018 and 2017 . There were no transfers of assets recorded at fair value into or out of Level 1 fair value measurements during the years ended December 31, 2018 and 2017 .

(in millions)	Total				Level 1
December 31, 2018
Investments at fair value:
Mutual funds	$	649			$	649
Comerica Incorporated common stock	117				117
Total investments in the fair value hierarchy	766				766
Collective trust funds, measured at net asset value	454
Total investments at fair value	$	1,220
December 31, 2017
Investments at fair value:
Mutual funds	$	706			$	706
Comerica Incorporated common stock	162				162
Total investments in the fair value hierarchy	868				868
Collective trust funds, measured at net asset value	504
Total investments at fair value	$	1,372

(in millions)	December 31,
Collective trust funds:	2018 Fair Value			2017 Fair Value			Unfunded Commitments	Redemption Frequency	Redemption Notice Period
Asset allocation funds	$	254		$	272		None	Daily	None
Large cap fund	193			208			None	Daily	None
Short-term investment fund	7			2			None	Daily	None
Mid cap fund	—			19			None	Daily	None
Stable value fund	—			3			None	Daily	12 months
Total collective trust funds	$	454		$	504

(in millions)	December 31,
Contract Value	2018			2017
Separate account guaranteed investment contracts	$	26		$	26
Security-backed guaranteed investment contracts	126			127
Total	$	152		$	153

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•	material amendments to the Plan’s structure or administration;

•	complete or partial termination of the Plan, including a merger with another plan;

•	the failure of the Plan to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA;

•

the redemption of all or a portion of the interests in the Plan at the direction of the plan sponsor, including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the plan (such as a group layoff or early retirement incentive program), the closing or sale of a subsidiary, employing unit, or affiliate, the bankruptcy or insolvency of the plan sponsor, the merger of the plan with another plan, or the plan sponsor’s establishment of another tax qualified defined contribution plan;

•	any change in law, regulation, ruling, administrative or judicial position, or accounting requirement, applicable to the Plan;

•	changes to competing investment options;

•	the delivery of any communication to plan participants designed to influence a participant not to invest in the stable value option.

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SUPPLEMENTAL SCHEDULE

Comerica Incorporated Preferred Savings Plan

EIN: #38-1998421		Plan #002

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

December 31, 2018

(in millions)
Identity of Issue, Borrower, Lessor, or Similar Party		Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value		Current Value
Mutual Funds
American Funds		The Growth Fund of America - 2,048,129 shares		$	88
		Capital World Growth and Income Fund - 1,361,546 shares		58
Blackrock Funds		Blackrock Inflation Protected Bond Portfolio - 880,112 shares		9
Carillon Tower Advisers		Carillon Eagle Small Cap Growth Fund - 807,753 shares		37
Franklin/Templeton Investments		Franklin Rising Dividends Fund - 688,306 shares		38
		Templeton Global Bond Fund - 817,063 shares		9
Invesco Funds		Invesco Equity and Income Fund - 3,626,852 shares		33
		Invesco Treasury Portfolio Institutional Fund - 19,504,620 shares		20
		Invesco Diversified Dividend Fund - 2,771,227 shares		48
Metropolitan West Funds		Metropolitan West Total Return Bond Plan - 2,588,883 shares		25
Neuberger Berman Funds		Neuberger Berman Genesis Fund - 1,073,706 shares		51
Oppenheimer Funds		Oppenheimer Developing Markets Fund - 450,788 shares		17
Putnam Funds		Putnam US Government Income Fund - 1,264,851 shares		15
Vanguard Funds		Vanguard Mid-Cap Index Fund - 1,551,516 shares		59
		Vanguard Small-Cap Index Fund - 667,283 shares		42
		Vanguard Total Bond Market Index Fund - 1,784,372 shares		19
Victory Capital		Victory Munder Mid-Cap Core Growth Fund - 1,449,984 shares		32
Wells Fargo		Wells Fargo Special Mid Cap Value Fund - 397,575 shares		13
William Blair Funds		William Blair International Growth Fund - 1,533,385 shares		36
Total Mutual Funds				649
Collective Trust Funds
Comerica Incorporated (a)		S&P 500 Index Fund - 6,598,137 shares		193
		Destination Retirement Fund - 486,325 units		9
		Destination 2015 Fund - 1,409,074 units		29
		Destination 2025 Fund - 3,942,794 units		87
		Destination 2035 Fund - 2,793,589 units		64
		Destination 2045 Fund - 2,158,054 units		52
		Destination 2055 Fund - 1,062,912 units		13
Wells Fargo/BlackRock		WF/BlackRock Short-Term Investment Fund S - 7,744,049 units		7
Total Collective Trust Funds				454
Comerica Incorporated (a)		Common Stock - 1,699,357 shares		117
Metropolitan Life Insurance Company		Separate Account Guaranteed Investment Contract, 2.43%		26
Security-Backed (Synthetic) Investment Contracts
Prudential Insurance Company		Security-Backed (Synthetic) Investment Contract, 2.63%		50
State Street Bank and Trust		Security-Backed (Synthetic) Investment Contract, 2.67%		34
Voya Retirement Insurance and Annuity Company		Security-Backed (Synthetic) Investment Contract, 2.71%		42
Total Security-Backed (Synthetic) Investment Contract				126
Total Investments				1,372
Participant Loans (a)		Interest rate range: 4.25% to 11.74%, with various maturity dates		25
Total Investments and Participant Loans				$	1,397

(a)    Party-in-interest.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Comerica Incorporated Preferred Savings Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	Comerica Incorporated Preferred Savings Plan
	By: Comerica Bank, Trustee
	/s/ John D. Buchanan
	John D. Buchanan
	Executive Vice President - Chief Legal Officer

Dated: May 30, 2019

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Table of Contents

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)