Shareholders' Equity

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Shareholders' Equity

19. Shareholders' Equity

Comprehensive Capital Plan

In the third quarter of 2021, under our current authorization pursuant to our 2021 capital plan, we completed $593 million of Common Share repurchases. Of the $593 million total common shares repurchased in the third quarter of 2021, $468 million were related to the initial settlement of an ASR program entered into with Goldman Sachs & Co. LLC (Goldman Sachs) on September 10, 2021, and $125 million were purchased in the open market. Less than $1 million of Common Share repurchases related to employee equity compensation programs.

Under the ASR program, we made a cash payment of $585 million to Goldman Sachs and received an initial delivery of 23.6 million shares of our common stock from Goldman Sachs based on the then current market price of $19.87 of our common stock. The payment to Goldman Sachs was recorded as a reduction to our shareholders’ equity, consisting of a $468 million impact to treasury stock, which reflected the value of the initial 23.6 million shares received upon initial settlement, and a $117 million reduction to our capital surplus balance, which reflects the value of common stock held back by Goldman Sachs pending final settlement of the ASR program. The total number of shares that we will repurchase under the ASR program will be based on the volume-weighted average share price of our common stock during the term of the ASR agreement, less a discount, and subject to potential adjustments pursuant to the terms and conditions of the ASR agreement.

Consistent with our capital plan, the Board declared a quarterly dividend of $.185 per Common Share for the third quarter of 2021. Common Share repurchases and Common Share dividends paid during the third quarter are consistent with the Federal Reserve’s third quarter capital distribution limitations.

Preferred Stock

Preferred stock series	Amount outstanding (in millions)		Shares authorized and outstanding	Par value		Liquidation preference		Ownership interest per depositary share	Liquidation preference per depositary share		Third quarter 2021 dividends paid per depositary share
Fixed-to-Floating Rate Perpetual Noncumulative Series D	$	525	21,000	$	1	$	25,000	1/25th	$	1,000	$	12.50
Fixed-to-Floating Rate Perpetual Noncumulative Series E	500		500,000	1		1,000		1/40th	25		.382813
Fixed Rate Perpetual Noncumulative Series F	425		425,000	1		1,000		1/40th	25		.353125
Fixed Rate Perpetual Non-Cumulative Series G	450		450,000	1		1,000		1/40th	25		.351563