Comerica 2014 Annual Report Download - page 35

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21
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On April 22, 2014, the Board of Directors of Comerica authorized the repurchase of up to an additional 2.0 million shares
of Comerica Incorporated outstanding common stock, in addition to the 5.1 million shares remaining at March 31, 2014 under the
Board's prior authorizations for the share repurchase program initially approved in November 2010. Including the April 22, 2014
authorization, a total of 30.3 million shares has been authorized for repurchase under the share repurchase program since its
inception in 2010. In November 2010, the Board authorized the purchase of up to all 11.5 million of Comerica's original outstanding
warrants. There is no expiration date for Comerica's share repurchase program.
The following table summarizes Comerica's share repurchase activity for the year ended December 31, 2014.
(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 2014 1,523 16,591 1,703 $ 47.21 $ —
Total second quarter 2014 1,236 16,697 (d) 1,273 47.73 —
Total third quarter 2014 1,183 15,334 1,186 49.83 —
October 2014 693 14,640 702 46.55 —
November 2014 430 14,210 439 48.29 —
December 2014 128 14,082 129 46.10 —
Total fourth quarter 2014 1,251 14,082 1,270 47.11 —
Total 2014 5,193 14,082 5,432 47.88 —
(a) Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs.
(b) Includes approximately 239,000 shares (including 19,000 shares in the quarter ended December 31, 2014) purchased pursuant to deferred
compensation plans and shares purchased from employees to pay for required minimum tax withholding related to restricted stock vesting
under the terms of an employee share-based compensation plan during the year ended December 31, 2014. These transactions are not
considered part of Comerica's repurchase program.
(c) Comerica made no repurchases of warrants under the repurchase program during the year ended December 31, 2014. Upon exercise of a
warrant, the number of shares with a value equal to the aggregate exercise price is withheld from an exercising warrant holder as payment
(known as a "net exercise provision"). During the year ended December 31, 2014, Comerica withheld the equivalent of approximately
491,000 shares to cover an aggregate of $25.1 million in exercise price and issued approximately 361,000 shares to the exercising warrant
holders. Shares withheld in connection with the net exercise provision are not included in the total number of shares or warrants purchased
in the above table.
(d) Includes April 22, 2014 share repurchase authorization for up to an additional 2.0 million shares.
Item 6. Selected Financial Data.
Reference is made to the caption “Selected Financial Data” on page F-3 of the Financial Section of this report.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Reference is made to the sections entitled “2014 Overview and 2015 Outlook,” “Results of Operations," "Strategic Lines
of Business," "Balance Sheet and Capital Funds Analysis," "Risk Management," "Critical Accounting Policies," "Supplemental
Financial Data" and "Forward-Looking Statements" on pages F-4 through F-42 of the Financial Section of this report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Reference is made to the subheadings entitled “Market and Liquidity Risk,” “Operational Risk,” “Compliance Risk” and
“Strategic Risk” on pages F-29 through F-36 of the Financial Section of this report.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the sections entitled “Consolidated Balance Sheets,” “Consolidated Statements of Income,”
“Consolidated Statements of Comprehensive Income,” “Consolidated Statements of Changes in Shareholders' Equity,”
“Consolidated Statements of Cash Flows,” “Notes to Consolidated Financial Statements,” “Report of Management,” “Reports of
Independent Registered Public Accounting Firm,” and “Historical Review” on pages F-43 through F-114 of the Financial Section
of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.