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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K Annual Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the fiscal year ended December 31 , 2020 Or Transition Report Pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 For the transition period from Title of each class Common Stock , $ 5 par value Delaware ( State or Other Jurisdiction of Incorporation ) Comerica Incorporated ( Exact Name of Registrant as Specified in Its Charter ) to Commission file number 1-10706 CMA Non - accelerated filer Trading symbol ( Address of Comerica Bank Tower 1717 Main Street , MC 6404 Dallas , Texas 75201 Principal Executive Offices ) ( Zip Code ) 38-1998421 ( IRS Employer Identification Number ) ( 214 ) 462-6831 ( Registrant's Telephone Number , Including Area Code ) Securities registered pursuant to Section 12 ( b ) of the Exchange Act : Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Exchange Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ý No o Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes o No ý Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes ý No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ý No o Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Smaller reporting company Emerging growth company | 0 0 If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . O Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ý At February 5 , 2021 , the registrant had outstanding 139,286,040 shares of its common stock , $ 5 par value . Documents Incorporated by Reference : Part III : Items 10-14 — Proxy Statement for the Annual Meeting of Shareholders to be held April 27 , 2021 . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No ý At June 30 , 2020 ( the last business day of the registrant's most recently completed second fiscal quarter ) , the registrant's common stock , $ 5 par value , held by non - affiliates had an aggregate market value of approximately $ 5.3 billion based on the closing price on the New York Stock Exchange on that date of $ 38.10 per share . For purposes of this Form 10 - K only , it has been assumed that all common shares Comerica's Trust Department holds for Comerica's employee plans , and all common shares the registrant's directors and executive officers hold , are shares held by affiliates .