Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)

Filed pursuant to Rule 433

Registration File No. 333-223083

Supplementing the Preliminary Prospectus

Supplement dated May 20, 2020

(To Prospectus dated February 16, 2018)

LOGO

Comerica Incorporated

Pricing Term Sheet

400,000 Depositary Shares,

each representing a 1/100th interest in a share of 5.625% Fixed-Rate Reset

Non-Cumulative Perpetual Preferred Stock, Series A

(liquidation preference $100,000 per share (equivalent to $1,000 per depositary share))

May 20, 2020


Issuer:		Comerica Incorporated

Security Type:		Depositary Shares, each representing a 1/100th interest in a share of 5.625% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”)

Expected Ratings*:		Moody’s: Baa2 (Stable); S&P: BB+ (Negative)

Size:		$400,000,000 (400,000 depositary shares)

Over-allotment Option:		None

Liquidation Preference:		$100,000 per share of Series A Preferred Stock (equivalent to $1,000 per depositary share)

Trade Date:		May 20, 2020

Settlement Date**:		May 26, 2020

Public Offering Price:		$1,000 per depositary share

First Reset Date:		October 1, 2025

Reset Date:		The First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date

Reset Period:		The period from, and including, the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from, and including, each Reset Date to, but excluding, the next following Reset Date

Dividend Rate (Non-Cumulative):		From May 26, 2020 to, but excluding, October 1, 2025, 5.625%, and from, and including, October 1, 2025, during each reset period (as defined in the preliminary prospectus supplement dated May 20, 2020 (the “preliminary prospectus supplement”)), the five-year treasury rate as of the most recent reset dividend determination date (as defined in the preliminary prospectus supplement) plus 5.291% per annum, only when, as and if declared

Dividend Payment Dates:		Quarterly in arrears on the 1st day of January, April, July and October of each year, commencing on October 1, 2020 (long first dividend period)

Day Count:		30/360

Term:		Perpetual

Optional Redemption:		In whole or in part, from time to time, during any par call period (as defined in the preliminary prospectus supplement), or in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined in the preliminary prospectus supplement), in each case at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends



Book-Running Managers:		J.P. Morgan Securities LLC BofA Securities, Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC

Co-Managers:		Piper Sandler & Co. Comerica Securities, Inc.

CUSIP/ISIN for Depositary Shares:		200340 AU1 / US200340AU17

*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

It is expected that delivery of the Depositary Shares will be made against payment therefor on or about May 26, 2020, which is the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares prior to the second business day prior to the settlement date will be required, by virtue of the fact that the Depositary Shares initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Depositary Shares who wish to trade such notes prior to the second business day prior to the settlement date should consult their own advisors.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC or RBC Capital Markets, LLC can arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll free at 1-800-294-1322, J.P. Morgan Securities LLC collect at 1-212-834-4533, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 or RBC Capital Markets, LLC toll-free at 1-866-375-6829.