Common, Preferred and Treasury Stock

12 Months Ended

Dec. 31, 2011

Common, Preferred and Treasury Stock

23. Common, PREFERRED and Treasury Stock

The following is a summary of the share activity within common, preferred and treasury stock for the years ended December 31:

		Common Stock			Preferred Stock			Treasury Stock
($ in millions, except share data)		Value	Shares		Value	Shares		Value	Shares
Shares at December 31, 2008	$	1,295	583,427,104	$	4,241	180,620	$	229	6,040,492
Issuance of common shares		351	157,955,960		-	-		-	-
Exchange of preferred shares, Series G		133	60,121,124		(674)	(27,849)		-	-
Accretion from dividends on preferred shares, Series F		-	-		41	-		-	-
Stock-based awards exercised, including treasury shares issued		-	-		-	-		1	819,796
Restricted stock grants		-	-		-	-		(27)	(751,464)
Other		-	-		1	-		(2)	327,200
Shares at December 31, 2009	$	1,779	801,504,188	$	3,609	152,771	$	201	6,436,024
Accretion from dividends on preferred shares, Series F		-	-		45	-		-	-
Stock-based awards exercised, including treasury shares issued		-	-		-	-		(6)	16,391
Restricted stock grants and forfeitures, net		-	-		-	-		(62)	(1,334,967)
Employee stock ownership through benefit plans		-	-		-	-		(3)	114,218
Shares at December 31, 2010	$	1,779	801,504,188	$	3,654	152,771	$	130	5,231,666
Issuance of common shares		272	122,388,393		-	-		-	-
Exchange of preferred shares, Series G		-	-		-	(1)		-	-
Redemption of preferred shares, Series F		-	-		(3,408)	(136,320)		-	-
Accretion from dividends on preferred shares, Series F		-	-		153	-		-	-
Stock-based awards exercised, including treasury shares issued		-	-		-	-		(7)	(336,735)
Restricted stock grants		-	-		-	-		(58)	(756,381)
Other		-	-		(1)			(1)	(50,405)
Shares at December 31, 2011	$	2,051	923,892,581	$	398	16,450	$	64	4,088,145

In 2008, the Bancorp issued 8.5% non-cumulative Series G convertible preferred stock. The depository shares represent shares of its convertible preferred stock and has a liquidation preference of$25,000 per share. The preferred stock is convertible at any time, at the option of the shareholder, into 2,159.8272 shares of common stock, representing a conversion price of approximately $11.575 per share of common stock.

On December 31, 2008, the U.S. Treasury purchased $3.4 billion, or 136,320shares, of the Bancorp's Fixed Rate Cumulative Perpetual Preferred Stock, Series F, with a liquidation preference of $25,000per share and related 10-year warrant in the amount of 15% of the preferred stock investment. The warrant gave the U.S Treasury the right to purchase 43,617,747shares of the Bancorp's common stock at $11.72per share. The Series F senior preferred stock was issued complying with the terms established by the CPP. Per the program terms, the U.S. Treasury's investment consisted of senior preferred stock with a five percent dividend for each of the first five years of investment and nine percent thereafter, unless the shares were redeemed. The shares were callable by the Bancorp at par after three years and could be repurchased at any time under certain circumstances. The terms also included restrictions on the repurchase of common stock and an increase in common stock dividends, which required the U.S. Treasury's consent, for a period of three years from the date of investment unless the preferred shares were redeemed in whole or the U.S. Treasury had transferred all of the preferred shares to a third party.

The proceeds from issuance of the Series F preferred stock were allocated to the preferred stock and to the warrant based on their relative fair values, which resulted in an initial book value of $3.2billion for the preferred stock and $239million for the warrant. The resulting discount to the preferred stock was being accreted over five years through retained earnings as a preferred stock dividend, resulting in an effective yield of 6.7% for the Series F preferred stock for the first five years.

On May 7, 2009, the Bancorp announced the SCAP results. While not required to raise additional overall capital, the Bancorp was required to augment its existing capital base to maintain a capital buffer above the newly required four percent threshold of the Tier I common equity ratio. As a result, the Bancorp initiated a number of capital actions including the offer to exchange Series G preferred shares and a common stock offering.

On June 4, 2009, the Bancorp announced the successful completion of a $1.0billion at-the-market offering of its common shares. Through this offering, the Bancorp issued approximately 158 million shares at an average price of $6.33.

On June 17, 2009, the Bancorp completed its offer to exchange 2,158.8272 shares of its common stock, no par value, and $8,250in cash, for each set of 250 validly tendered and accepted depositary shares. The Bancorp issued approximately 60 million shares of common stock and paid $230million in cash in exchange for 7 million depositary shares. Overall, $696million in liquidation amount of the Bancorp's depositary shares were validly tendered, not withdrawn and exchanged, which represented 63% of the aggregate liquidation amount of its depositary shares. An aggregate of 7 million depositary shares representing 27,849shares of Series G preferred stock were retired upon receipt. At the time of exchange, the Bancorp recognized an increase to retained earnings and net income available to common shareholders of $35 million, calculated as the difference between the carrying amount of the Series G preferred stock exchanged and the sum of the fair value of the common stock plus cash delivered. As a result of this exchange, the Bancorp increased its common equity by $441 million.As of December 31, 2011, Series G preferred stock had 4,112,750 depositary shares representing 16,450 shares outstanding and 1,700 shares reserved for issuance.

On January 25, 2011, the Bancorp raised $1.7billion in new common equity through the issuance of 121,428,572 shares of common stock in an underwritten offering with an initial price of $14.00per share. On January 24, 2011, the underwriters exercised their option to purchase an additional 12,142,857shares at the offering price of $14.00per share. In connection with this exercise, the Bancorp entered into a forward sale agreement which resulted in a final net payment of 959,821shares on February 4, 2011.On February 2, 2011, the Bancorp used these proceeds along with proceeds from a senior debt offering and other available resources to repurchase all 136,320 Series F preferred shares. In connection with the redemption of the Series F Preferred Stock, the Bancorp accelerated the accretion of the remaining issuance discount on the Series F Preferred Stock and recorded a reduction in retained earnings and a corresponding increase in preferred stock of $153 million in the Bancorp's Consolidated Balance Sheet. On March 16, 2011, the Bancorp repurchased the warrant issued to the U.S. Treasury in connection with the CPP preferred stock investment at an agreed upon price of $280 million, which was recorded as a reduction to capital surplus in the Bancorp's Consolidated Financial Statements.

During 2011, 2010 and 2009, the Bancorp repurchased an immaterial amount of common stock.