15. Earnings Per Common Share (EPS); Preferred Shares EPS The computations of basic and diluted EPS for the three months ended March 31 were as follows: | (Millions, except per share amounts) | | 2015 | | | 2014 | | Numerator: | | | | | | | | Basic and diluted: | | | | | | | | | Net income | | $ | 1,525 | | $ | 1,432 | | | Earnings allocated to participating share awards(a) | | | (11) | | | (12) | | | Net income attributable to common shareholders | | $ | 1,514 | | $ | 1,420 | | Denominator:(a) | | | | | | | | Basic: Weighted-average common stock | | $ | 1,019 | | | 1,060 | | Add: Weighted-average stock options (b) | | | 4 | | | 7 | | Diluted | | $ | 1,023 | | | 1,067 | | | | | | | | | | | | | Basic EPS | | $ | 1.49 | | $ | 1.34 | | Diluted EPS | | $ | 1.48 | | $ | 1.33 |
- The Company’s unvested restricted stock awards, which include the right to receive non-forfeitable dividends or dividend equivalents, are considered participating securities. Calculations of EPS under the two-class method exclude from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator
- The dilutive effect of unexercised stock options excludes 0.5 million and 0.2 million of options from the computation of EPS for the three months ended March 31, 2015 and 2014, respectively, because inclusion of the options would have been anti-dilutive.
For the three months ended March 31, 2015 and 2014, the Company met specified performance measures related to the $750 million of Subordinated Debentures issued in 2006, and maturing in 2036. If the performance measures were not achieved in any given quarter, the Company would be required to issue common shares and apply the proceeds to make interest payments. Preferred Shares The Board of Directors is authorized to permit the Company to issue up to 20 million Preferred Shares at a par value of $1.662/3 without further shareholder approval. The Company has the following perpetual Fixed Rate/Floating Rate Noncumulative Preferred Share series issued and outstanding as of March 31, 2015: | | Series B | | Series C | | Issuance date | | November 10, 2014 | | March 2, 2015 | | Securities issued | | 750 Preferred Shares; represented by 750,000 depositary shares | | 850 Preferred Shares; represented by 850,000 depositary shares | | Aggregate liquidation preference | | $750 million | | $850 million | | Fixed dividend rate per annum | | 5.20% | | 4.90% | | Semi-annual fixed dividend payment dates | | Beginning May 15, 2015 | | Beginning September 15, 2015 | | Floating dividend rate per annum | | 3 month LIBOR+ 3.428% | | 3 month LIBOR+ 3.285% | | Quarterly floating dividend payment dates | | Beginning February 15, 2020 | | Beginning June 15, 2020 | | Fixed to floating rate conversion date(a) | | November 15, 2019 | | March 15, 2020 |
- The date on which dividends convert from a fixed rate calculation to a floating rate calculation.
The Company may redeem these 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 respective fixed to floating rate conversion date, or in whole, but not in part, within 90 days of certain bank regulatory changes. |