Shareholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Note [Abstract]

Stockholders' Equity

SHAREHOLDERS’ EQUITY

The Federal Reserve completed its review of the Corporation's 2012 Capital Plan in March 2012 and did not object to the capital distributions contemplated in the plan. The capital plan provides for up to $375 million in equity repurchases for the five-quarter period ending March 31, 2013. Through December 31, 2012, the Corporation repurchased $304 million (10.1 million shares) in accordance with the capital plan. The capital plan further contemplated increases in the quarterly dividend. In April 2012, the Board of Directors of the Corporation (the Board) approved a 50 percent increase in the dividend, from 10 cents per share to 15 cents per share, and in January 2013, the Board approved a 13 percent increase, to 17 cents per share.

In November 2010, 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. On April 24, 2012, the Board authorized the repurchase of an additional 5.7 million shares of Comerica Incorporated outstanding common stock. There is no expiration date for the Corporation's share repurchase program. Open market repurchases of common stock totaled 4.1 million shares in 2011. There were no open market repurchases of warrants in 2011 and no open market repurchases of common stock or warrants in 2010. The following table summarizes the Corporation’s share repurchase activity for the year ended December 31, 2012.

(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 2012	1,125	18,822		1,257	29.28		—
Total second quarter 2012	2,884	21,596	(d)	2,908	30.51		—
Total third quarter 2012	2,928	18,668		2,931	30.71		—
October 2012	1,343	17,325		1,346	30.72		—
November 2012	1,274	16,051		1,274	29.09		—
December 2012	500	15,551		500	29.14		—
Total fourth quarter 2012	3,117	15,551		3,120	29.80		—
Total 2012	10,054	15,551		10,216	$	30.20	$	—

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

(b) Includes approximately 162,000 shares 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 during the year ended December 31, 2012 . 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 the year ended December 31, 2012.

(d) Includes the impact of the additional share repurchase authorization approved by the Board on April 24, 2012.

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.

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, 2012 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, 2012, the Corporation had 12.1 million shares of common stock reserved for warrants, 18.4 million shares of common stock reserved for stock option exercises and 2.4 million shares of restricted stock outstanding to employees and directors under share-based compensation plans.