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STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2018
Equity [Abstract]  
STOCKHOLDERS' EQUITY
STOCKHOLDERS’ EQUITY
Preferred Stock
The following table provides the number of authorized preferred shares, the number of issued and outstanding, the liquidation value per share and the carrying amount as of December 31:
 
 
 
2018
 
2017
(in millions, except per share and share data)
Liquidation value per share
 
Preferred Shares
Carrying Amount
 
Preferred Shares
Carrying Amount
Authorized ($25 par value)
 
 
100,000,000

 
 
100,000,000

 
Issued and outstanding
 
 
 
 
 
 
 
Series A
$1,000
 
250,000

$247
 
250,000

$247
Series B
1,000

 
300,000
296

 


Series C
1,000

 
300,000

297

 


Total issued and outstanding
 
 
850,000

$840
 
250,000

$247
The following table provides information related to the Company’s preferred stock outstanding as of December 31, 2018:
(in millions, except per share and share data)
Preferred Stock(1)
Issue Date
Number of Shares Issued
Dividend Dates(2)
Annual Per Share Dividend Rate
Optional Redemption Date(3)
Series A
April 6, 2015
250,000
Semi-annually beginning October 6, 2015 until April 6, 2020
5.500% until April 6, 2020
April 6, 2020
 
 
 
Quarterly beginning July 6, 2020
3 Mo. LIBOR plus 3.960% beginning April 6, 2020
 
Series B
May 24, 2018
300,000
Semi-annually beginning January 6, 2019 until July 6, 2023
6.000% until July 6, 2023
July 6, 2023
 
 
 
Quarterly beginning October 6, 2023
3 Mo. LIBOR plus 3.003% beginning July 6, 2023
 
Series C
October 25, 2018
300,000
Quarterly beginning January 6, 2019 until April 6, 2024
6.375% until April 6, 2024
April 6, 2024
 
 
 
Quarterly beginning July 6, 2024
3 Mo. LIBOR plus 3.157% beginning April 6, 2024
 
(1) All outstanding series are non-cumulative fixed-to-floating rate perpetual preferred stock. Except in limited circumstances, the preferred stock does not have voting rights.
(2) Dividends are payable when, and if, declared by the Company’s Board of Directors or an authorized committee thereof.    
(3) Redeemable at the Company’s option, in whole or in part, on any dividend payment date on or after the date stated, or in whole but not in part, at any time within 90 days following a regulatory capital treatment event a as defined in the applicable certificate of designations, in each case at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Under current rules, any redemption is subject to approval by the FRB.

On January 29, 2019, the Company issued $300 million, or 12,000,000 depositary shares, each representing a 1/40th interest in a share of its 6.350% fixed-to-floating rate non-cumulative perpetual Series D Preferred Stock, liquidation preference of $1,000 per share (equivalent to $25 per depositary share) (the “Series D Preferred Stock”). The Company received net proceeds of $293 million after the underwriting discount and other expenses. The Series D Preferred Stock has no stated maturity and will not be subject to any sinking fund or other obligation of the Company. Dividends, if declared, will accrue and be payable quarterly, in arrears, at a rate equal to 6.350% per annum from the date of issuance to, but excluding, April 6, 2024, and thereafter at a floating rate per annum equal to three-month LIBOR plus 3.642%, payable quarterly, in arrears, beginning July 6, 2024. The Series D Preferred Stock is redeemable at the Company’s option, in whole or in part, on any dividend payment date, on or after April 6, 2024, or in whole but not in part, at any time within the 90 days following a regulatory capital treatment event, in each case at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends. The Company may not redeem shares of the Series D Preferred Stock without obtaining the prior approval of the FRB if then required under applicable capital guidelines. Except in certain limited circumstances, the Series D Preferred Stock does not have any voting rights.
Dividends
The following table provides information related to dividends per share and in the aggregate, declared and paid, for each type of stock issued and outstanding for the year ended December 31:
 
 
2018
 
2017
 
2016
(in millions, except per share and share data)
 
Dividends per Share
Dividends Declared
Dividends Paid
 
Dividends per Share
Dividends Declared
Dividends Paid
 
Dividends per Share
Dividends Declared
Dividends Paid
Common stock
 

$0.98


$471


$471

 

$0.64


$322


$322

 

$0.46


$241


$241

Preferred stock
 
 
 
 
 
 
 
 
 
 
 
 
   Series A
 

$55.00


$14


$14

 

$55.00


$14


$14

 

$55.00


$14


$14

   Series B
 
37.00

11


 



 



   Series C
 
12.57

4


 



 



Total preferred stock
 
 

$29


$14

 
 

$14


$14

 
 

$14


$14


Treasury Stock
The purchase of the Company’s common stock is recorded at cost. At the date of retirement or subsequent reissuance, treasury stock is reduced by the cost of such stock on a first-in, first-out basis with differences recorded in additional paid-in capital or retained earnings, as applicable.
During the year ended December 31, 2018, the Company paid $1.025 billion to repurchase 25,773,807 common shares at a weighted-average price of $39.77; $1.025 billion was recorded in treasury stock. The repurchased shares are held in treasury stock. During the year ended December 31, 2018, the Company recorded no shares of treasury stock associated with share-based compensation plan activity.
During the year ended December 31, 2017, the Company paid $820 million to repurchase 22,362,401 common shares at an average price of $36.67; $845 million was recorded in treasury stock and $25 million was recorded in additional paid in capital. The repurchased shares are held in treasury stock. During the year ended December 31, 2017, the Company recorded no shares of treasury stock associated with share-based compensation plan activity.