Common and Preferred Shares

12 Months Ended

Dec. 31, 2023

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)	2023	2022	2021
Common shares authorized (billions) (a)	3.6	3.6	3.6
Shares issued and outstanding at beginning of year	743	761	805
Repurchases of common shares	(22)	(20)	(46)
Net shares issued for RSUs and stock option exercises (b)	2	2	2
Shares issued and outstanding as of December 31	723	743	761

(a)Of the common shares authorized but unissued as of December 31, 2023, approximately 16 million shares are reserved for issuance under employee stock and employee benefit plans.

(b)Shares issued for RSUs are reported net of shares withheld for tax withholding obligations.

On March 8, 2023, 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 made on September 23, 2019. During 2023, 2022 and 2021, we repurchased 22 million common shares with a cost basis of $3.5 billion, 20 million common shares with a cost basis of $3.3 billion, and 46 million common shares with a cost basis of $7.6 billion, respectively. The cost basis includes excise tax and commissions of $32 million in 2023, and commissions of $4 million and $6 million in 2022 and 2021, respectively. As of December 31, 2023, we had approximately 99 million common shares remaining under the Board share repurchase authorization.

Common shares are generally retired by us upon repurchase (except for 2.3 million, 2.4 million and 2.5 million shares held as treasury shares as of December 31, 2023, 2022 and 2021, 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 $252 million, $262 million and $271 million as of December 31, 2023, 2022 and 2021, 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 may authorize the issuance of up to 20 million preferred shares at a par value of $1.662/3 per share without further shareholder approval. We have the following perpetual Fixed Rate Reset Noncumulative Preferred Share series issued and outstanding as of December 31, 2023:

Series D

Issuance date

August 3, 2021

Securities issued

1,600 Preferred shares; represented by 1,600,000 depositary shares

Dividend rate per annum

3.55% through September 14, 2026; resets September 15, 2026 and every subsequent 5-year anniversary at 5-year Treasury rate plus 2.854%

Dividend payment date

Quarterly beginning September 15, 2021

Earliest redemption date

September 15, 2026

Aggregate liquidation preference

$1,600 million

Carrying value (a)

$1,584 million

(a)Carrying value, presented in the Statements of Shareholders’ Equity, represents the issuance proceeds, net of underwriting fees and offering costs.

In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, the preferred shares then outstanding take precedence over our common shares for the payment of dividends and the distribution of assets out of funds legally available for distribution to shareholders. We may redeem the outstanding series of 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 earliest redemption date, or in whole, but not in part, within 90 days of certain bank regulatory changes.

In 2021, we paid $1.6 billion to redeem in full the previously outstanding Series B and Series C preferred shares. The difference between the redemption value and carrying value of the redeemed Series B and Series C preferred shares resulted in a $16 million reduction to net income available to common shareholders for the year ended December 31, 2021.