Shareholders' Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

Preferred Stock

The following table summarizes selected terms of each of the series of the preferred stock issued and outstanding as of March 31, 2024:

Preferred Stock(1):

Issuance Date

Depositary Shares Issued

Amount outstanding (in millions)

Ownership Interest Per Depositary Share

Liquidation Preference Per Share

Liquidation Preference Per Depositary Share

Per Annum Dividend Rate

Dividend Payment Frequency

Carrying Value as of March 31, 2024 (In millions)

Redemption Date(2)

Series G

April 2016

20,000,000

$

500

1/4,000th

100,000

25

5.35%(3)

Quarterly

$

493

March 15, 2026

Series H

September 2018

500,000

500

1/100th

100,000

1,000

Floating rate equal to the three-month CME term SOFR plus 2.801%, or 8.185% effective December 15, 2023

Semi-annually

494

December 15, 2023

Series I

January 2024

1,500,000

1,500

1/100th

100,000

1,000

6.700% to but excluding March 15, 2029, then a floating rate equal to the five-year U.S. Treasury rate plus 2.613%

Quarterly

1,481

March 15, 2029

(1) The preferred stock and corresponding depositary shares may be redeemed at our option in whole, but not in part, prior to the redemption date upon the occurrence of a regulatory capital treatment event, as defined in the certificate of designation, at a redemption price equal to the liquidation price per share and liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

(2) On the redemption date, or any dividend payment date thereafter, the preferred stock and corresponding depositary shares may be redeemed by us, in whole or in part, at the liquidation price per share and liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

(3) The dividend rate for the floating rate period of the Series G preferred stock that begins on March 15, 2026 and all subsequent floating rate periods will remain at the current fixed rate in accordance with the LIBOR Act and the contractual terms of the Series G preferred stock.

On January 31, 2024, we issued 1.5 million depositary shares, each representing 1/100th ownership interest in shares of fixed-to-floating rate, non-cumulative perpetual preferred stock, Series I, without par value per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share), in a public offering. The aggregate proceeds, net of underwriting discounts, commissions and other issuance costs, were approximately $1.5 billion. Dividends on the Series I Preferred Stock will be payable quarterly at an initial rate of 6.700% per annum commencing on June 15, 2024, with the first dividend payable on a pro-rata basis. Our preferred stock dividends, including the declaration, timing and amount thereof, are subject to consideration and approval by the Board at the relevant times.

On March 15, 2024, we redeemed an aggregate $1.0 billion, or all 7,500 outstanding shares, of our non-cumulative perpetual preferred stock, Series D (represented by 30,000,000 depository shares), for a cash redemption price of $100,000 per share (equivalent to $25 per depository share), plus all declared and unpaid dividends and all 2,500 of the outstanding shares of our noncumulative perpetual preferred stock, Series F (represented by 250,000 depository shares), for a cash redemption price of $100,000 per share (equivalent to $1,000 per depositary share) plus all declared and unpaid dividends.

The following tables present the dividends declared for each of the series of preferred stock issued and outstanding for the periods indicated:

	Three Months Ended March 31,
	2024						2023
(Dollars in millions, except per share amounts)	Dividends Declared per Share		Dividends Declared per Depositary Share		Total		Dividends Declared per Share		Dividends Declared per Depositary Share		Total
Preferred Stock:
Series D	$	1,475	$	0.37	$	11	$	1,475	$	0.37	$	11
Series F	2,336		23.36		6		2,092		20.92		5
Series G	1,338		0.33		7		1,338		0.33		7
Series H	2,069		20.69		10		—		—		—
Total					$	34					$	23

Common Stock

On January 19, 2024, we announced a new common share repurchase program, approved by our Board and superseding all prior programs, authorizing the purchase of up to $5.0 billion of our common stock beginning in the first quarter of 2024. This new program has no set expiration date and is not expected to be executed in full during 2024. We repurchased $100 million of our common stock in the first quarter of 2024 under our 2024 share repurchase authorization.

The table below presents the activity under our common share repurchase program for the period indicated:

	Three Months Ended March 31, 2024					Three Months Ended March 31, 2023
	Shares Acquired (In millions)	Average Cost per Share		Total Acquired (In millions)		Shares Acquired (In millions)	Average Cost per Share		Total Acquired (In millions)
2024 Program	1.4	$	73.24	$	100	—	$	—	$	—
2023 Program	—	—		—		13.6	91.57		1,250

    The tables below present the dividends declared on common stock for the periods indicated:

	Three Months Ended March 31,
	2024				2023
	Dividends Declared per Share		Total (In millions)		Dividends Declared per Share		Total (In millions)
Common Stock	$	0.69	$	208	$	0.63	$	212

Accumulated Other Comprehensive Income (Loss)

The following table presents the after-tax components of AOCI and changes for the periods indicated, net of related taxes:

(In millions)	Net Unrealized Gains (Losses) on Cash Flow Hedges		Net Unrealized Gains (Losses) on Investment Securities(1)		Net Unrealized Losses on Retirement Plans		Foreign Currency Translation		Net Unrealized Gains (Losses) on Hedges of Net Investments in Non-U.S. Subsidiaries		Total
Balance as of December 31, 2022	$	(359)	$	(1,817)	$	(143)	$	(1,751)	$	359	$	(3,711)
Other comprehensive income (loss) before reclassifications	14		194		—		172		(42)		338
Increase (decrease) due to amounts reclassified from accumulated other comprehensive income	37		52		12		—		—		101
Other comprehensive income (loss)	51		246		12		172		(42)		439
Balance as of March 31, 2023	$	(308)	$	(1,571)	$	(131)	$	(1,579)	$	317	$	(3,272)
Balance as of December 31, 2023	$	(131)	$	(947)	$	(145)	$	(1,400)	$	269	$	(2,354)
Other comprehensive income (loss) before reclassifications	34		(30)		6		(292)		185		(97)
Increase (decrease) due to amounts reclassified from accumulated other comprehensive income	(147)		228		1		—		—		82
Other comprehensive income (loss)	(113)		198		7		(292)		185		(15)
Balance as of March 31, 2024	$	(244)	$	(749)	$	(138)	$	(1,692)	$	454	$	(2,369)

(1) Includes after-tax net unamortized unrealized gains (losses) of ($492) million and ($530) million as of March 31, 2024 and December 31, 2023, respectively, related to AFS investment securities previously transferred to HTM.

The following tables present after-tax reclassifications into earnings for the periods indicated:

	Three Months Ended March 31,
	2024		2023
(In millions)	Amounts Reclassified into Earnings				Affected Line Item in Consolidated Statement of Income
Investment securities:
Losses reclassified from accumulated other comprehensive income into income, net of related taxes of $83 and $19, respectively	$	228	$	52	Net interest income
Cash flow hedges:
Losses (gains) reclassified from accumulated other comprehensive income into income, net of related taxes of $(52) and $14, respectively	(147)		37		Net interest income
Retirement plans:
Amortization of actuarial losses, net of related taxes of $0 and $5, respectively	1		12		Compensation and employee benefits expenses
Total amounts reclassified from accumulated other comprehensive income	$	82	$	101