Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

v3.24.0.1
Shareholders' Equity
 12 Months Ended
Dec. 31, 2023
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
January 31, 2024 March 1, 2024 March 29, 2024 $ 0.24 
October 18, 2023 December 1, 2023 December 29, 2023 0.24 
July 19, 2023
 September 1, 2023 September 29, 2023 0.24 
April 26, 2023
 June 2, 2023 June 30, 2023 0.22 
February 1, 2023
 March 3, 2023 March 31, 2023 0.22 
(1) In 2023, and through February 20, 2024.
The cash dividends paid per share of common stock were $0.92 $0.86 and $0.78 for 2023, 2022 and 2021, respectively.
The table below summarizes common stock repurchases during 2023, 2022 and 2021.
Common Stock Repurchase Summary
(in millions) 2023 2022 2021
Total share repurchases, including CCAR capital plan repurchases 147  126  615 
Purchase price of shares repurchased and retired (1)
$ 4,576  $ 5,073  $ 25,126 
(1) Consists of repurchases pursuant to the Corporation’s CCAR capital plans.
During 2023, in connection with employee stock plans, the Corporation issued 75 million shares of its common stock and, to satisfy tax withholding obligations, repurchased 30 million shares of common stock. At December 31, 2023, the Corporation had reserved 497 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 both 2023 and 2022 and $1.4 billion in 2021.
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, 2023.
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. CME Term SOFR + 61.161 bps (4)(5)
1.38  17  On or after
November 15, 2011
Series F Floating Rate Non-Cumulative March
2012		 1,409  100,000  141 
3-mo. CME Term SOFR + 66.161 bps (4)(5)
5,693.77  8  On or after
March 15, 2012
Series G Adjustable Rate Non-Cumulative March
2012		 4,925  100,000  492 
3-mo. CME Term SOFR + 66.161 bps (4)(5)
5,693.77  28  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 (7)
Fixed-to-Floating Rate Non-Cumulative May
2013		 40,000  25,000  1,000 
5.2% to, but excluding, 6/1/23;3-mo. CME Term SOFR + 339.661 bps thereafter (5)(6)
70.32  70  On or after
June 1, 2023
Series X (7)
Fixed-to-Floating Rate Non-Cumulative September
2014		 80,000  25,000  2,000 
6.250% to, but excluding, 9/5/24; 3-mo. CME Term SOFR + 396.661 bps thereafter (5)
62.50  125  On or after
September 5, 2024
Series Z (7)
Fixed-to-Floating Rate Non-Cumulative October
2014		 56,000  25,000  1,400 
6.500% to, but excluding, 10/23/24; 3-mo. CME Term SOFR + 443.561 bps thereafter (5)
65.00  91  On or after
October 23, 2024
Series AA (7)
Fixed-to-Floating Rate Non-Cumulative March
2015		 76,000  25,000  1,900 
6.100% to, but excluding, 3/17/25; 3-mo. CME Term SOFR + 415.961 bps thereafter (5)
61.00  116  On or after
March 17, 2025
Series DD (7)
Fixed-to-Floating Rate Non-Cumulative March
2016		 40,000  25,000  1,000 
6.300% to, but excluding, 3/10/26; 3-mo. CME Term SOFR + 481.461 bps thereafter (5)
63.00  63  On or after
March 10, 2026
Series FF (7)
Fixed-to-Floating Rate Non-Cumulative March
2018		 90,833  25,000  2,271 
5.875% to, but excluding, 3/15/28; 3-mo. CME Term SOFR + 319.261 bps thereafter (5)
58.75  133  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 (7)
Fixed-to-Floating Rate Non-Cumulative June
2019		 34,171  25,000  854 
5.125% to, but excluding, 6/20/24; 3-mo. CME Term SOFR + 355.361 bps thereafter (5)
51.25  44  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  74  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  65  On or after
September 17, 2024
Series MM (7)
Fixed-to-Floating Rate Non-Cumulative January
2020		 30,753  25,000  769 
4.300% to, but excluding, 1/28/25; 3-mo. CME Term SOFR + 292.561 bps thereafter (5)
43.00  33  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  47  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  % 1.06  55  On or after
November 17, 2026
Series RR (8)
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
 43.75  73  On or after
January 27, 2027
Series SS (3)
4.750% Non-Cumulative
 January 2022 27,463  25,000  687  4.750  % 1.19  33  On or after
February 17, 2027
Series TT (8)
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
 61.25  122  On or after
April 27, 2027
Series 1 (9)
Floating Rate Non-Cumulative November
2004		 3,185  30,000  96 
3-mo. CME Term SOFR + 101.161 bps (5)(10)
1.49  6  On or after
November 28, 2009
Series 2 (9)
Floating Rate Non-Cumulative March
2005		 9,967  30,000  299 
3-mo. CME Term SOFR + 91.161 bps (5)(10)
1.48  18  On or after
November 28, 2009
Series 4 (9)
Floating Rate Non-Cumulative November
2005		 7,010  30,000  210 
3-mo. CME Term SOFR + 101.161 bps (4)(5)
1.51  13  On or after
November 28, 2010
Series 5 (9)
Floating Rate Non-Cumulative March
2007		 13,331  30,000  400 
3-mo. CME Term SOFR + 76.161 bps (4)(5)
1.43  23  On or after
May 21, 2012
Issuance costs and certain adjustments (347)
Total     4,088,099    $ 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)The number of basis points to be added to 3-mo. Term SOFR is equal to the original basis point spread applicable to floating rate periods when the preferred stock was originally issued, plus a tenor spread adjustment of 26.161 bps relating to the transition from 3-mo. LIBOR to 3-mo. Term SOFR.
(6)Solely for the dividend period commencing 6/1/23, the per annum dividend rate for the Series U Preferred Stock was determined by reference to 3-mo. LIBOR + 313.5 bps.
(7)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.
(8)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.
(9)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.
(10)Subject to 3.00% minimum rate per annum.
n/a = not applicable