XML 35 R26.htm IDEA: XBRL DOCUMENT v3.22.2
SHAREHOLDERS' EQUITY
 9 Months Ended
Jun. 30, 2022
Equity [Abstract]  
SHAREHOLDERS' EQUITY SHAREHOLDERS’ EQUITY
Preferred stock

On June 1, 2022, we completed our acquisition of TriState Capital. As a component of our total purchase consideration for TriState Capital on June 1, 2022, we issued two new series of preferred stock to replace previously issued and outstanding preferred stock of TriState Capital. See Note 3 for further information about the acquisition.

On June 1, 2022, we issued 1.61 million depositary shares, each representing a 1/40th interest in a share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, par value of $0.10 per share (“Series A Preferred Stock”), with a liquidation preference of $1,000 per share (equivalent of $25 per depositary share). Dividends on the Series A Preferred Stock are non-cumulative and, if declared, payable quarterly at a rate of 6.75% per annum from original issue date up to, but excluding, April 1, 2023, and thereafter at a floating rate equal to 3-month LIBOR, or industry-accepted alternative reference rate, plus a spread of 3.985% per annum. Subject to requisite regulatory approvals, we may redeem the Series A Preferred Stock on or after April 1, 2023, in whole or in part, at our option, at the liquidation preference plus declared and unpaid dividends. As of June 30, 2022, there were 40,250 shares of Series A Preferred Stock issued and outstanding with a carrying value and aggregate liquidation preference of $41 million and $40 million, respectively.

We also issued 3.22 million depositary shares on June 1, 2022, each representing a 1/40th interest in a share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, par value of $0.10 per share (“Series B Preferred Stock”), with a liquidation preference of $1,000 per share (equivalent of $25 per depositary share). Dividends on the Series B Preferred Stock are non-cumulative and, if declared, payable quarterly at a rate of 6.375% per annum from original issue date up to, but excluding, July 1, 2026, and thereafter at a floating rate equal to 3-month LIBOR, or industry-accepted alternative reference rate, plus a spread of 4.088% per annum. Under certain circumstances, the aforementioned fixed rate may apply in lieu of the floating rate. Subject to requisite regulatory approvals, we may redeem the Series B Preferred Stock on or after July 1, 2024, in whole or in part, at our option, at the liquidation preference plus declared and unpaid dividends. As of June 30, 2022, there were 80,500 shares of Series B Preferred Stock issued and outstanding with a carrying value and aggregate liquidation preference of $79 million and $81 million, respectively.

The following table details dividends declared on our preferred stock for each respective period.
 Three and nine months ended June 30, 2022
 
Total declared
($ in millions)
Per preferred share amount
Series A Preferred Stock $1 $16.88 
Series B Preferred Stock 1 $15.94 
Total preferred stock dividends declared$2 
Common equity

Common stock issuance

During our fiscal third quarter of 2022 we issued 7.97 million shares of common stock, primarily in the form of per share consideration in the settlement of TriState Capital common stock, and 551 thousand restricted stock awards in conjunction with our acquisition of TriState Capital on June 1, 2022. See Note 3 for further information on the TriState Capital acquisition and Note 22 for further information on the restricted stock awards.

Share repurchases

We repurchase shares of our common stock from time to time for a number of reasons, including to offset dilution from share-based compensation. In December 2021, our Board of Directors authorized share repurchases of up to $1 billion, which replaced the previous authorization. Our share repurchases are effected primarily through regular open-market purchases, the amounts and timing of which are determined primarily by our current and projected capital position, applicable law and regulatory constraints, general market conditions and the price and trading volumes of our common stock. Following the acquisition of TriState Capital on June 1, 2022, we repurchased 1.14 million shares of our common stock for $100 million at an average price of approximately $88 per share. As of June 30, 2022, approximately $900 million remained available under the Board of Directors’ share repurchase authorization.
Common stock dividends

Dividends per common share declared and paid are detailed in the following table for each respective period.
 Three months ended June 30,Nine months ended June 30,
 2022202120222021
Dividends per common share - declared$0.34 $0.26 $1.02 $0.78 
Dividends per common share - paid$0.34 $0.26 $0.94 $0.77 

Other

During our fiscal fourth quarter of 2021, our Board of Directors approved a three-for-two stock split, effected in the form of a 50% stock dividend and paid on September 21, 2021. All share and per share information has been retroactively adjusted to reflect this stock split.

During our fiscal second quarter of 2022, we amended our Restated Articles of Incorporation, as filed with the Secretary of State of Florida on November 25, 2008, to increase the number of authorized shares of capital stock from 360 million shares to 660 million shares, consisting of 650 million shares of common stock, par value of $0.01 per share, and 10 million shares of preferred stock, par value of $0.10 per share. The Amended and Restated Articles of Incorporation, which were filed with the Secretary of State of Florida on February 28, 2022, were approved by our Board of Directors and our shareholders on December 1, 2021 and February 24, 2022, respectively.
Accumulated other comprehensive income/(loss)

All of the components of other comprehensive income/(loss) (“OCI”), net of tax, were attributable to RJF. The following table presents the net change in AOCI as well as the changes, and the related tax effects, of each component of AOCI.
$ in millionsNet investment hedgesCurrency translationsSubtotal: net investment hedges and currency translationsAvailable- for-sale securitiesCash flow hedgesTotal
Three months ended June 30, 2022
AOCI as of beginning of period$71 $(91)$(20)$(380)$11 $(389)
OCI:
OCI before reclassifications and taxes32 (64)(32)(206)12 (226)
Amounts reclassified from AOCI, before tax— — — — 2 2 
Pre-tax net OCI32 (64)(32)(206)14 (224)
Income tax effect(8)— (8)49 (4)37 
OCI for the period, net of tax24 (64)(40)(157)10 (187)
AOCI as of end of period$95 $(155)$(60)$(537)$21 $(576)
Nine months ended June 30, 2022
AOCI as of beginning of period$81 $(90)$(9)$(5)$(27)$(41)
OCI:
OCI before reclassifications and taxes18 (65)(47)(711)55 (703)
Amounts reclassified from AOCI, before tax— — — — 10 10 
Pre-tax net OCI18 (65)(47)(711)65 (693)
Income tax effect(4)— (4)179 (17)158 
OCI for the period, net of tax14 (65)(51)(532)48 (535)
AOCI as of end of period$95 $(155)$(60)$(537)$21 $(576)
Three months ended June 30, 2021
AOCI as of beginning of period$76 $(81)$(5)$(4)$(29)$(38)
OCI:
OCI before reclassifications and taxes(12)14 2 36 (7)31 
Amounts reclassified from AOCI, before tax— — — (2)3 1 
Pre-tax net OCI(12)14 2 34 (4)32 
Income tax effect3 — 3 (9)2 (4)
OCI for the period, net of tax(9)14 5 25 (2)28 
AOCI as of end of period$67 $(67)$— $21 $(31)$(10)
Nine months ended June 30, 2021
AOCI as of beginning of period$115 $(140)$(25)$89 $(53)$11 
OCI:
OCI before reclassifications and taxes(63)71 8 (84)18 (58)
Amounts reclassified from AOCI, before tax— 2 2 (7)11 6 
Pre-tax net OCI(63)73 10 (91)29 (52)
Income tax effect15 — 15 23 (7)31 
OCI for the period, net of tax(48)73 25 (68)22 (21)
AOCI as of end of period$67 $(67)$— $21 $(31)$(10)

Reclassifications from AOCI to net income, excluding taxes, for the three and nine months ended June 30, 2022 were recorded in “Interest expense” on the Condensed Consolidated Statements of Income and Comprehensive Income. Reclassifications from AOCI to net income, excluding taxes, for the three and nine months ended June 30, 2021 were primarily recorded in “Other” revenues and “Interest expense” on the Condensed Consolidated Statements of Income and Comprehensive Income.

Our net investment hedges and cash flow hedges relate to derivatives associated with our Bank segment. For further information about our significant accounting policies related to derivatives, see Note 2 of our 2021 Form 10-K. In addition, see Note 6 of this Form 10-Q for additional information on these derivatives.