Common and Preferred Shares

12 Months Ended

Dec. 31, 2019

COMMON AND PREFERRED SHARES

The following table shows authorized shares and provides a reconciliation of common shares issued and outstanding for the years ended December 31:


(Millions, except where indicated)	2019	2018	2017
Common shares authorized (billions)^(a)	3.6	3.6	3.6
Shares issued and outstanding at beginning of year	847	859	904
Repurchases of common shares	(40)	(15)	(50)
Other, primarily stock option exercises and restricted stock awards granted	3	3	5
Shares issued and outstanding as of December 31	810	847	859

(a)Of the common shares authorized but unissued as of December 31, 2019, approximately 19 million shares are reserved for issuance under employee stock and employee benefit plans.

On September 23, 2019, the Board of Directors authorized the repurchase of up to 120 million common shares from time to time, subject to market conditions and in accordance with our capital plans. This authorization replaced the prior repurchase authorization and does not have an expiration date. During 2019, 2018 and 2017, we repurchased 40 million common shares with a cost basis of $4.6 billion, 15 million common shares with a cost basis of $1.6 billion, and 50 million common shares with a cost basis of $4.3 billion, respectively. The cost basis includes commissions paid of $6.2 million, $2.2 million and $2.9 million in 2019, 2018 and 2017, respectively. As of December 31, 2019, we had approximately 109 million common shares remaining under the Board share repurchase authorization.

Common shares are generally retired by us upon repurchase (except for 2.6 million, 2.7 million and 2.9 million shares held as treasury shares as of December 31, 2019, 2018 and 2017, respectively); retired common shares and treasury shares are excluded from the shares outstanding in the table above. The treasury shares, with a cost basis of $292 million, $207 million and $217 million as of December 31, 2019, 2018 and 2017, respectively, are included as a reduction to Additional paid-in capital in Shareholders’ equity on the Consolidated Balance Sheets.

PREFERRED SHARES

The Board of Directors is authorized to permit us to issue up to 20 million Preferred Shares at a par value of $1.66^2/3 without further shareholder approval. We have the following perpetual Fixed Rate/Floating Rate Noncumulative Preferred Share series issued and outstanding as of December 31, 2019:

Series B

Series C

Issuance date

November 10, 2014

March 2, 2015

Securities issued

750 Preferred Shares; represented by 750,000 depositary shares

850 Preferred Shares; represented by 850,000 depositary shares

Aggregate liquidation preference

$750 million

$850 million

Fixed dividend rate per annum

5.20%

4.90%

Semi-annual fixed dividend payment dates

Beginning May 15, 2015

Beginning September 15, 2015

Floating dividend rate per annum

3 month LIBOR+ 3.428%

3 month LIBOR+ 3.285%

Quarterly floating dividend payment dates

Beginning February 15, 2020

Beginning June 15, 2020

Fixed to floating rate conversion date^(a)

November 15, 2019

March 15, 2020

(a)The date on which dividends convert from a fixed-rate calculation to a floating rate calculation.

In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, the preferred stock then outstanding takes precedence over our common stock for the payment of dividends and the distribution of assets out of funds legally available for distribution to shareholders. Each outstanding series of Preferred Shares has a liquidation price of $1 million per Preferred Share, plus any accrued but unpaid dividends. We may redeem these Preferred Shares at $1 million per Preferred Share (equivalent to $1,000 per depositary share) plus any declared but unpaid dividends in whole or in part, from time to time, on any dividend payment date on or after the respective fixed to floating rate conversion date, or in whole, but not in part, within 90 days of certain bank regulatory changes.

There were no warrants issued and outstanding as of December 31, 2019, 2018 and 2017.