Comerica Incorporated

ITEM 1A. Risk Factors

TOthere has been  than the risk factors set forth below, there are no material change ins to 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. 

Risks Relating to the Merger with Fifth Third

We have identified certain additional risk factors in connection with the Merger Agreement and the proposed Merger. These risks and the other risks associated with the proposed Merger will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that Fifth Third intends to file with the Securities and Exchange Commission in connection with the Merger.

The consummation of the Merger is contingent upon the satisfaction of a number of conditions, including stockholder and regulatory approvals, that may be outside either partys control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Merger or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon the Merger.

Consummation of the Merger is contingent upon the satisfaction of a number of conditions, some of which are beyond either partys control, including, among others:

adoption of the Merger Agreement by the Corporations stockholders and approval of the issuance of shares of Fifth Third common stock by Fifth Thirds shareholders;

authorization for listing on the NASDAQ of the shares of Fifth Third common stock (and depositary shares in respect of new Fifth Third preferred stock) to be issued in connection with the Merger;

the receipt of required regulatory approvals;

effectiveness of the registration statement on Form S-4 to be filed by Fifth Third in connection with the Merger; and

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the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or any of the other transactions contemplated by the Merger Agreement.

Each partys obligation to complete the Merger is also subject to certain additional customary conditions, including:

subject to certain exceptions, the accuracy of the representations and warranties of the other party;

performance in all material respects by the other party of its obligations under the Merger Agreement; and

receipt by such party of an opinion from its counsel to the effect that the Corporations merger with and into Fifth Third Financial Corporation will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

These conditions to the closing of the Merger may not be fulfilled in a timely manner, or at all, and, accordingly, the Merger may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after receipt of the requisite approvals by our shareholders or Fifth Thirds shareholders, or either party may elect to terminate the Merger Agreement in certain other circumstances.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations or costs, require divestitures or place restrictions on the conduct of the combined company after the closing of the Merger. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the Merger, any of which may have an adverse effect on us or the combined company following the Merger.

Either party may also be subject to lawsuits challenging the Merger, and adverse rulings in these lawsuits may delay or prevent the Mergers from being completed or require either party to incur significant costs to defend or settle these lawsuits. Any delay in completing the Merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected time frame.

We expect to incur substantial expenses related to the Merger.

We have incurred and expect to incur a number of costs associated with the Merger and the integration of our business with Fifth Thirds business. These costs include financial advisory, legal, and other advisory fees, severance/employee benefitrelated costs, public company filing fees and other regulatory fees and financial printing and other related costs. There are also a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated.

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that we will incur are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale. These integration expenses may result in charges against earnings as a result of the Merger or the integration of our business with Fifth Thirds business, and the amount and timing of such charges are uncertain at present.

While the Merger is pending, we will be subject to business uncertainties and contractual restrictions that could adversely affect our business and operations.

Uncertainty about the effect of the Merger on employees, customers, vendors and other persons with whom we have a business relationship may have an adverse effect on our business, operations and stock price. Existing customers, vendors and other business partners of ours could decide to no longer do business with us before the completion of the Merger or with the combined company after the Merger is completed, reducing its anticipated benefits. We are also subject to certain restrictions on the conduct of our business while the Merger is pending. As a result, certain projects may be delayed or abandoned and business decisions could be deferred. Employee retention may be challenging for us before completion of the Merger, as certain employees may experience uncertainty about their future roles with the combined company following the Merger, and these retention challenges will require us to incur additional expenses in order to retain key employees. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger, the benefits of the Merger could be materially diminished.