v3.20.4
Capital Stock
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Capital Stock

23. Capital Stock

The Company’s authorized common stock and nonvoting participating preferred stock, $0.01 par value, (“Preferred”) consisted of the following:

 

 

 

December 31,

2020

 

 

December 31,

2019

 

Common Stock

 

 

500,000,000

 

 

 

500,000,000

 

Nonvoting Participating Preferred Stock

 

 

 

 

 

 

 

 

Series A Preferred

 

 

 

 

 

20,000,000

 

Series B Preferred

 

 

 

 

 

150,000,000

 

Series C Preferred

 

 

 

 

 

6,000,000

 

Series D Preferred

 

 

 

 

 

20,000,000

 

 

May 2020 PNC Secondary Offering and Share Repurchase. On May 15, 2020, a subsidiary of PNC completed the secondary offering of 31,628,573 shares of the Company’s common stock at a price of $420 per share, which included 823,188 shares of common stock issued upon the conversion of the Company’s Series B Convertible Participating Preferred Stock and 2,875,325 shares of common stock under the fully exercised underwriters’ option to purchase additional shares. Also on May 15, 2020, PNC completed the sale of 2,650,857 shares to the Company at a price of $414.96 per share. The shares repurchased by the Company were in addition to the share repurchase authorization under the Company’s existing share repurchase program. The secondary offering and the Company’s share repurchase resulted in PNC’s exit of its entire ownership position in the Company.

Elimination of Preferred Stock. As a result of PNC’s exit of its entire ownership position in the Company, on October 6, 2020, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State for the state of Delaware eliminating each of the Company’s Series A, B and C Convertible Participating Preferred Stock and Series D Participating Preferred Stock (collectively, the “Preferred Stock”). As of October 6, 2020 (the date of filing the Certificate of Elimination), there were no outstanding shares of the Preferred Stock.

PNC Capital Contribution.  During 2019, PNC surrendered to BlackRock 143,458 shares of BlackRock Series C Preferred to fund certain long-term incentive plans (“LTIP”) awards and completed its share delivery obligation in connection with its share surrender agreement.

Cash Dividends for Common and Preferred Shares / RSUs. During 2020, 2019 and 2018, the Company paid cash dividends of $14.52 per share (or $2,260 million), $13.20 per share (or $2,096 million) and $12.02 per share (or $1,968 million), respectively.

Share Repurchases. During 2020, the Company repurchased an aggregate of approximately $1.5 billion of common shares, including the repurchase from PNC described above and 0.8 million common shares under the Company’s existing share repurchase program for $412 million. At December 31, 2020, there were 5.1 million shares still authorized to be repurchased under the program.

The Company’s common and preferred shares issued and outstanding and related activity consist of the following:

 

 

 

Shares Issued

 

 

Shares Outstanding

 

 

 

Common

Shares

 

 

Treasury

Common

Shares

 

 

Series B

Preferred

 

 

Series C

Preferred

 

 

Common

Shares

 

 

Series B

Preferred

 

 

Series C

Preferred

 

December 31, 2017

 

 

171,252,185

 

 

 

(11,275,070

)

 

 

823,188

 

 

 

246,522

 

 

 

159,977,115

 

 

 

823,188

 

 

 

246,522

 

Shares repurchased

 

 

 

 

 

(3,511,603

)

 

 

 

 

 

 

 

 

(3,511,603

)

 

 

 

 

 

 

Net issuance of common shares related to

   employee stock transactions

 

 

 

 

 

1,087,989

 

 

 

 

 

 

 

 

 

1,087,989

 

 

 

 

 

 

 

PNC LTIP capital contribution

 

 

 

 

 

 

 

 

 

 

 

(103,064

)

 

 

 

 

 

 

 

 

(103,064

)

December 31, 2018

 

 

171,252,185

 

 

 

(13,698,684

)

 

 

823,188

 

 

 

143,458

 

 

 

157,553,501

 

 

 

823,188

 

 

 

143,458

 

Shares repurchased

 

 

 

 

 

(4,018,905

)

 

 

 

 

 

 

 

 

(4,018,905

)

 

 

 

 

 

 

Net issuance of common shares related to

   employee stock transactions

 

 

 

 

 

841,184

 

 

 

 

 

 

 

 

 

841,184

 

 

 

 

 

 

 

PNC LTIP capital contribution

 

 

 

 

 

 

 

 

 

 

 

(143,458

)

 

 

 

 

 

 

 

 

(143,458

)

December 31, 2019

 

 

171,252,185

 

 

 

(16,876,405

)

 

 

823,188

 

 

 

 

 

 

154,375,780

 

 

 

823,188

 

 

 

 

Shares repurchased

 

 

 

 

 

(3,445,554

)

 

 

 

 

 

 

 

 

(3,445,554

)

 

 

 

 

 

 

Net issuance of common shares related to

   employee stock transactions

 

 

 

 

 

779,471

 

 

 

 

 

 

 

 

 

779,471

 

 

 

 

 

 

 

Exchange of preferred shares

   series B for common shares

 

 

823,188

 

 

 

 

 

 

(823,188

)

 

 

 

 

 

823,188

 

 

 

(823,188

)

 

 

 

December 31, 2020

 

 

172,075,373

 

 

 

(19,542,488

)

 

 

 

 

 

 

 

 

152,532,885