Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v3.22.4
Shareholders' Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Shareholders' Equity Shareholders’ Equity
Common Stock
Declared Quarterly Cash Dividends on Common Stock (1)
Declaration Date Record Date Payment Date Dividend Per Share
February 1, 2023 March 3, 2023 March 31, 2023 $ 0.22 
October 19, 2022 December 2, 2022 December 30, 2022 0.22 
July 20, 2022 September 2, 2022 September 30, 2022 0.22 
April 27, 2022 June 3, 2022 June 24, 2022 0.21 
February 2, 2022 March 4, 2022 March 25, 2022 0.21 
(1) In 2022, and through February 22, 2023.
The cash dividends paid per share of common stock were $0.86 $0.78 and $0.72 for 2022, 2021 and 2020, respectively.
The table below summarizes common stock repurchases during 2022, 2021 and 2020.

Common Stock Repurchase Summary
(in millions) 2022 2021 2020
Total share repurchases, including CCAR capital plan repurchases 126  615  227 
Purchase price of shares repurchased and retired (1)
$ 5,073  $ 25,126  $ 7,025 
(1) Consists of repurchases pursuant to the Corporation’s CCAR capital plans.
During 2022, in connection with employee stock plans, the Corporation issued 73 million shares of its common stock and, to satisfy tax withholding obligations, repurchased 28 million shares of its common stock. At December 31, 2022, the Corporation had reserved 491 million unissued shares of common stock for future issuances under employee stock plans, convertible notes and preferred stock.
Preferred Stock
The cash dividends declared on preferred stock were $1.6 billion in 2022 and $1.4 billion in both 2021 and 2020.
On January 25, 2022, the Corporation issued 70,000 shares of 4.375% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series RR for $1.8 billion, with quarterly dividends commencing in April 2022. The Series RR preferred stock has a liquidation preference of $25,000 per share and is subject to certain restrictions in the event the Corporation fails to declare and pay full dividends.
On January 31, 2022 the Corporation issued 28,000 shares of 4.750% Non-Cumulative Preferred Stock, Series SS for $700 million, with quarterly dividends commencing in May 2022. The Series SS preferred stock has a liquidation preference of $25,000 per share and is subject to certain restrictions in the event the Corporation fails to declare and pay full dividends.
On April 22, 2022, the Corporation issued 80,000 shares of 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series TT for $2.0 billion, with quarterly dividends commencing in July 2022. The Series TT preferred stock has a liquidation preference of $25,000 per share and is subject to certain restrictions in the event the Corporation fails to declare and pay full dividends.
Through a cash tender offer announced and completed in the fourth quarter of 2022, the Corporation partially repurchased Series E, Series FF, Series HH, Series JJ, Series KK, Series LL, Series MM, Series NN, Series PP, Series QQ, Series RR, Series SS, Series 1 and Series 5 preferred stock with a total carrying value of $737 million for $654 million in cash, with $83 million recognized in additional paid-in capital as a preferred stock benefit.
All series of preferred stock in the Preferred Stock Summary table have a par value of $0.01 per share, are not subject to the operation of a sinking fund, have no participation rights, and with the exception of the Series L Preferred Stock, are not convertible. The holders of the Series B Preferred Stock and Series 1 through 5 Preferred Stock have general voting rights and vote together with the common stock. The holders of the other series included in the table have no general voting rights. All outstanding series of preferred stock of the Corporation have preference over the Corporation’s common stock with respect to the payment of dividends and distribution of the Corporation’s assets in the event of a liquidation or dissolution. With the exception of the Series B, F and G Preferred Stock, if any dividend payable on these series is in arrears for three or more semi-annual or six or more quarterly dividend periods, as applicable (whether consecutive or not), the holders of these series and any other class or series of preferred stock ranking equally as to payment of dividends and upon which equivalent voting rights have been conferred and are exercisable (voting as a single class) will be entitled to vote for the election of two additional directors. These voting rights terminate when the Corporation has paid in full dividends on these series for at least two semi-annual or four quarterly dividend periods, as applicable, following the dividend arrearage.
The 7.25% Non-Cumulative Perpetual Convertible Preferred Stock, Series L (Series L Preferred Stock) does not have early redemption/call rights. Each share of the Series L Preferred Stock may be converted at any time, at the option of the holder, into 20 shares of the Corporation’s common stock plus cash in lieu of fractional shares. The Corporation may cause some or all of the Series L Preferred Stock, at its option, at any time or from time to time, to be converted into shares of common stock at the then-applicable conversion rate if, for 20 trading days during any period of 30 consecutive trading days, the closing price of common stock exceeds 130 percent of the then-applicable conversion price of the Series L Preferred Stock. If a conversion of Series L Preferred Stock occurs at the option of the holder, subsequent to a dividend record date but prior to the dividend payment date, the Corporation will still pay any accrued dividends payable.
The table below presents a summary of perpetual preferred stock outstanding at December 31, 2022.
Preferred Stock Summary
(Dollars in millions, except as noted)
Series Description Initial
Issuance
Date		 Total
Shares
Outstanding		 Liquidation
Preference
per Share
(in dollars)		 Carrying
Value		 Per Annum
Dividend Rate
Dividend per Share
(in dollars)(1)
Annual Dividend
Redemption Period (2)
Series B
 7.000% Cumulative Redeemable
 June
1997		 7,076  $ 100  $ 1  7.00  % $ 7  $ —  n/a
Series E (3)
Floating Rate Non-Cumulative November
2006		 12,317  25,000  308 
3-mo. LIBOR + 35 bps (4)
1.01  13  On or after
November 15, 2011
Series F Floating Rate Non-Cumulative March
2012		 1,409  100,000  141 
3-mo. LIBOR + 40 bps (4)
4,055.56  6  On or after
March 15, 2012
Series G Adjustable Rate Non-Cumulative March
2012		 4,925  100,000  492 
3-mo. LIBOR + 40 bps (4)
4,055.56  20  On or after
March 15, 2012
Series L
7.25% Non-Cumulative Perpetual Convertible
 January
2008		 3,080,182  1,000  3,080  7.25  % 72.50  223  n/a
Series U (5)
Fixed-to-Floating Rate Non-Cumulative May
2013		 40,000  25,000  1,000 
5.2% to, but excluding, 6/1/23; 3-mo. LIBOR +313.5 bps thereafter
 52.00  52  On or after
June 1, 2023
Series X (5)
Fixed-to-Floating Rate Non-Cumulative September
2014		 80,000  25,000  2,000 
6.250% to, but excluding, 9/5/24; 3-mo. LIBOR +370.5 bps thereafter
 62.50  125  On or after
September 5, 2024
Series Z (5)
Fixed-to-Floating Rate Non-Cumulative October
2014		 56,000  25,000  1,400 
6.500% to, but excluding, 10/23/24; 3-mo. LIBOR +417.4 bps thereafter
 65.00  91  On or after
October 23, 2024
Series AA (5)
Fixed-to-Floating Rate Non-Cumulative March
2015		 76,000  25,000  1,900 
6.100% to, but excluding, 3/17/25; 3-mo. LIBOR +389.8 bps thereafter
 61.00  116  On or after
March 17, 2025
Series DD (5)
Fixed-to-Floating Rate Non-Cumulative March
2016		 40,000  25,000  1,000 
6.300% to, but excluding, 3/10/26; 3-mo. LIBOR +455.3 bps thereafter
 63.00  63  On or after
March 10, 2026
Series FF (5)
Fixed-to-Floating Rate Non-Cumulative March
2018		 90,834  25,000  2,271 
5.875% to, but excluding, 3/15/28; 3-mo. LIBOR +293.1 bps thereafter
 58.75  139  On or after
March 15, 2028
Series GG (3)
6.000% Non-Cumulative
 May
2018		 54,000  25,000  1,350  6.000  % 1.50  81  On or after
May 16, 2023
Series HH (3)
5.875% Non-Cumulative
 July
2018		 34,049  25,000  851  5.875  % 1.47  50  On or after
July 24, 2023
Series JJ (5)
Fixed-to-Floating Rate Non-Cumulative June
2019		 34,171  25,000  854 
5.125% to, but excluding, 6/20/24; 3-mo. LIBOR +329.2 bps thereafter
 51.25  51  On or after
June 20, 2024
Series KK (3)
5.375% Non-Cumulative
 June
2019		 55,273  25,000  1,382  5.375  % 1.34  75  On or after
June 25, 2024
Series LL (3)
5.000% Non-Cumulative
 September
2019		 52,045  25,000  1,301  5.000  % 1.25  66  On or after
September 17, 2024
Series MM (5)
Fixed-to-Floating Rate Non-Cumulative January
2020		 30,753  25,000  769  4.300  % 43.00  46  On or after
January 28, 2025
Series NN (3)
4.375% Non-Cumulative
 October
2020		 42,993  25,000  1,075  4.375  % 1.09  48  On or after
November 3, 2025
Series PP (3)
4.125% Non-Cumulative
 January 2021 36,500  25,000  912  4.125  % 1.03  38  On or after
February 2, 2026
Series QQ (3)
4.250% Non-Cumulative
 October 2021 51,879  25,000  1,297  4.250  % 1.12  58  On or after
November 17, 2026
Series RR (6)
4.375% Fixed-Rate Reset Non-Cumulative
 January 2022 66,738  25,000  1,668 
4.375% to, but excluding, 1/27/27; 5-yr U.S. Treasury Rate +276 bps thereafter
 43.99  77  On or after
January 27, 2027
Series SS (3)
 4.750% Non-Cumulative
 January 2022 27,463  25,000  687  4.750  % 0.95  27  On or after
February 17, 2027
Series TT (6)
6.125% Fixed-Rate Reset Non-Cumulative
 April 2022 80,000  25,000  2,000 
6.125% to, but excluding, 4/27/27; 5-yr U.S. Treasury Rate +323.1 bps thereafter
 46.79  94  On or after
April 27, 2027
Series 1 (7)
Floating Rate Non-Cumulative November
2004		 3,186  30,000  96 
3-mo. LIBOR + 75 bps (8)
0.80  3  On or after
November 28, 2009
Series 2 (7)
Floating Rate Non-Cumulative March
2005		 9,967  30,000  299 
3-mo. LIBOR + 65 bps (8)
0.80  10  On or after
November 28, 2009
Series 4 (7)
Floating Rate Non-Cumulative November
2005		 7,010  30,000  210 
3-mo. LIBOR + 75 bps (4)
1.01  9  On or after
November 28, 2010
Series 5 (7)
Floating Rate Non-Cumulative March
2007		 13,331  30,000  400 
3-mo. LIBOR + 50 bps (4)
1.01  17  On or after
May 21, 2012
Issuance costs and certain adjustments (347)
Total     4,088,101    $ 28,397     
(1)For all series of preferred stock other than Series B, Series F, Series G and Series L, “Dividend per Share” means the amount of dividends per depositary share of such series.
(2)The Corporation may redeem series of preferred stock on or after the redemption date, in whole or in part, at its option, at the liquidation preference plus declared and unpaid dividends. Series B and Series L Preferred Stock do not have early redemption/call rights.
(3)Ownership is held in the form of depositary shares, each representing a 1/1,000th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.
(4)Subject to 4.00% minimum rate per annum.
(5)Ownership is held in the form of depositary shares, each representing a 1/25th interest in a share of preferred stock, paying a semi-annual cash dividend, if and when declared, until the first redemption date at which time, it adjusts to a quarterly cash dividend, if and when declared, thereafter.
(6)Ownership is held in the form of depositary shares, each representing a 1/25th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.
(7)Ownership is held in the form of depositary shares, each representing a 1/1,200th interest in a share of preferred stock, paying a quarterly cash dividend, if and when declared.
(8)Subject to 3.00% minimum rate per annum.
n/a = not applicable