NOTE 17

Common and Preferred Shares

The following table shows authorized shares and provides a reconciliation of common shares issued and outstanding for the years ended December 31:

Of the common shares authorized but unissued as of December 31, 2015, approximately 51 million shares are reserved for issuance under employee stock and employee benefit plans.

On May 12, 2015, the Board of Directors authorized the repurchase of 150 million of common shares over time in accordance with the Company’s capital distribution plans submitted to the Federal Reserve and subject to market conditions. This authorization replaces all prior repurchase authorizations. During 2015 and 2014, the Company repurchased 59 million common shares with a cost basis of $4.5 billion and 49 million common shares with a cost basis of $4.4 billion, respectively. The cost basis includes commissions paid of $1.1 million and $1.0 million in 2015 and 2014, respectively. As of December 31, 2015, the Company has 106 million common shares remaining under the Board share repurchase authorization. Such authorization does not have an expiration date.

Common shares are generally retired by the Company upon repurchase (except for 3.0 million, 3.2 million and 3.5 million shares held as treasury shares as of December 31, 2015, 2014 and 2013, respectively); retired common shares and treasury shares are excluded from the shares outstanding in the table above. The treasury shares, with a cost basis of $242 million, $280 million and $260 million as of December 31, 2015, 2014 and 2013, respectively, are included as a reduction to additional paid-in capital in shareholders’ equity on the Consolidated Balance Sheets.

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 $1.66^2/3 without further shareholder approval. The Company has the following perpetual Fixed Rate/Floating Rate Noncumulative Preferred Share series issued and outstanding as of December 31, 2015:

The date on which dividends convert from a fixed-rate calculation to a floating rate calculation.

In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, the preferred stock then outstanding takes precedence over the Company’s common stock for the payment of dividends and the distribution of assets out of funds legally available for distribution to shareholders. Each outstanding series of Preferred Shares has a liquidation price of $1 million per Preferred Share, plus any accrued but unpaid dividends. 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.

There were no preferred shares issued and outstanding as of December 31, 2013. There were no warrants issued and outstanding as of December 31, 2015, 2014 and 2013.