Shareholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

SHAREHOLDERS’ EQUITY

In July 2011, in connection with the acquisition of Sterling, the Corporation issued 24.3 million shares of common stock with an acquisition date fair value of $793 million. Based on the merger agreement, outstanding and unexercised options to purchase Sterling common stock were converted into fully vested options to purchase common stock of the Corporation. In addition, outstanding warrants to purchase Sterling common stock were converted into warrants to purchase shares of common stock of the Corporation at an effective exercise price of $30.36 per share. The options and warrants issued were recorded in “capital surplus” at their acquisition date fair values of $3 million and $7 million, respectively. For further information regarding the acquisition of Sterling, refer to Note 2.

In November 2010, the Board of Directors of the Corporation (the Board) authorized the repurchase of up to 12.6 million shares of Comerica Incorporated outstanding common stock and authorized the purchase of up to all 11.5 million of the Corporation’s original outstanding warrants. There is no expiration date for the Corporation’s share repurchase program. There were no open market repurchases of common stock or warrants in 2010 and 2009.

The following table summarizes the Corporation’s share repurchase activity for the year ended December 31, 2011.

(shares in thousands)	Total Number of Shares and Warrants Purchased as  Part of Publicly Announced Repurchase Plans or Programs	Remaining Repurchase Authorization (a)	Total Number of Shares Purchased (b)	Average Price Paid Per Share		Average Price Paid Per  Warrant (c)
Total first quarter 2011	400	23,656	548	$	39.40	$	—
Total second quarter 2011	—	23,656	3	37.27		—
Total third quarter 2011	2,124	21,532	2,153	25.38		—
October 2011	440	21,092	457	25.17		—
November 2011	1,065	20,027	1,065	25.21		—
December 2011	80	19,947	81	25.92		—
Total fourth quarter 2011	1,585	19,947	1,603	25.23		—
Total 2011	4,109	19,947	4,307	27.12		—

(a) Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs.

(b) Includes approximately 198,000 shares purchased pursuant to deferred compensation plans and shares purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan. These transactions are not considered part of the Corporation's repurchase program.

(c) The Corporation made no repurchases of warrants under the repurchase program during 2011.

In the first quarter 2010, the Corporation fully redeemed $2.25 billion of Fixed Rate Cumulative Perpetual Preferred Stock (preferred stock) issued in 2008 in connection with the U.S. Department of Treasury (U.S. Treasury) Capital Purchase Program. The redemption was funded by the net proceeds from an $880 million common stock offering completed in the first quarter 2010 and from excess liquidity at the parent company. The redemption resulted in a one-time, non-cash redemption charge of $94 million in the first quarter 2010, reflecting the accelerated accretion of the remaining discount, which reduced diluted earnings per common share by $0.54 for the year ended December 31, 2010. The total impact of the preferred stock, including the redemption charge, cash dividends of $24 million and non-cash discount accretion of $5 million, was a reduction to diluted earnings per common share of $0.71 for the year ended December 31, 2010.

In the second quarter 2010, the U.S. Treasury sold the related warrant, which granted the right to purchase 11.5 million shares of the Corporation’s common stock at $29.40 per share. Prior to the public sale, the warrant was separated into 11.5 million warrants to purchase one share of the Corporation’s common stock at an exercise price of $29.40 per share. The sale of the warrant by the U.S. Treasury had no impact on the Corporation’s equity. The warrants remained outstanding at December 31, 2011 and were included in “capital surplus” on the consolidated statements of changes in shareholders’ equity at their original fair value of $124 million.

At December 31, 2011, the Corporation had 12.1 million shares of common stock reserved for warrants, 24.6 million shares of common stock reserved for stock option exercises and 1.9 million shares of restricted stock outstanding to employees and directors under share-based compensation plans.