Stockholders' Equity

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock. The Corporation is authorized to issue 10 million shares of preferred stock without par value. The Board of Directors is authorized to fix the particular designations, preferences and relative, participating, optional and other special rights and qualifications, limitations or restrictions for each series of preferred stock issued.

As of March 31, 2020, 5,000 shares of Series D Non-Cumulative Perpetual Preferred Stock (the “Series D Preferred Stock”) and 16,000 shares of Series E Non-Cumulative Perpetual Preferred Stock (“Series E Preferred Stock”) were outstanding. During the first quarter of 2020, proceeds from the Series E Preferred Stock issuance in the fourth quarter of 2019 were used to fund the redemption of all outstanding shares of the Corporation’s Series C Non-Cumulative Perpetual Preferred Stock at a redemption price of $400 million ($25,000 per share equivalent to $25.00 per depositary share), which was $11.5 million in excess of the net carrying value of the shares. The $11.5 million excess is included in preferred stock dividends in the determination of net income available to common shareholders.

Series D Preferred Stock. As of March 31, 2020, the Corporation had issued and outstanding 500,000 depositary shares, each representing a 1/100th ownership interest in a share of Series D Preferred Stock, issued in August 2016. Equity related to Series D Preferred Stock as of March 31, 2020 and December 31, 2019 was $493.5 million. Shares of the Series D Preferred Stock have no par value and a liquidation preference of $100,000 (equivalent to $1,000 per depositary share).

Dividends on the Series D Preferred Stock, which are not mandatory, accrue and are payable on the liquidation preference amount, on a non-cumulative basis, at a rate per annum equal to (i) 4.60% from the original issue date of the Series D Preferred Stock to but excluding October 1, 2026; and (ii) a floating rate equal to Three-Month LIBOR plus 3.202% from and including October 1, 2026. Fixed rate dividends are payable in arrears on the first day of April and October of each year, through and including October 1, 2026, and floating rate dividends will be payable in arrears on the first day of January, April, July and October of each year, commencing on January 1, 2027. On January 21, 2020, the Corporation declared a cash dividend of $2,300 per share of Series D Preferred Stock payable on April 1, 2020, to stockholders of record as of March 15, 2020.

Series E Preferred Stock. As of March 31, 2020, the Corporation had issued and outstanding 16 million depositary shares, each representing 1/1,000th ownership interest in a share of Series E Preferred Stock, issued in November 2019. Equity related to Series E Preferred Stock as of March 31, 2020 and December 31, 2019 was $391.4 million. Shares of the Series E Preferred Stock have no par value and a liquidation preference of $25,000 (equivalent to $25 per depositary share).

Dividends on the Series E Preferred Stock, which are not mandatory, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the first day of January, April, July and October of each year, commencing on April 1, 2020, at a rate per annum equal to 4.70%. On January 21, 2020, the Corporation declared a cash dividend, covering the period from the date of issuance of the stock, November 5, 2019 through March 31, 2020, of $476.5278 per share of Series E Preferred Stock payable on April 1, 2020, to stockholders of record as of March 15, 2020.

Common Stock. During the three months ended March 31, 2020, the Corporation repurchased 3,240,738 shares of common stock, including 496,862 shares withheld related to share-based compensation, at a total cost of $296.8 million ($91.59 average price per share). The Corporation’s current stock repurchase authorization to repurchase up to 25.0 million shares was approved by the Board of Directors in July 2018. Shares are repurchased by the Corporation to, among other things, manage the Corporation’s capital levels. Repurchased shares are used for general purposes, including the issuance of shares under stock option and other incentive plans. The repurchase authorization approved by the Board of Directors has no expiration date.

Under the Corporation’s 2019 capital plan, which was reviewed without objection by the Federal Reserve, the Corporation may repurchase up to $531.7 million of common stock after March 31, 2020 through June 30, 2020.

On March 16, 2020, the Corporation announced the temporary suspension of repurchases of common stock under its share repurchase program, consistent with broader efforts to mitigate the impact of the COVID-19 pandemic on individuals, businesses and the economy by maintaining strong capital levels and liquidity in the U.S. financial system. The Corporation retains the ability to resume purchases of common stock under its share repurchase program as circumstances warrant.