Annual report pursuant to Section 13 and 15(d)

SHAREHOLDERS' EQUITY

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SHAREHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2018
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS' EQUITY
SHAREHOLDERS’ EQUITY
The following is a summary of Huntington’s non-cumulative, non-voting, perpetual preferred stock outstanding as of December 31, 2018.
(dollar amounts in millions, share amounts in thousands)
 
 
 
 
 
 
Series
 
Issuance Date
 
Total Shares Outstanding
 
Carrying Amount
 
Dividend Rate
 
Earliest Redemption Date
Series B
 
12/28/2011
 
35,500

 
$
23

 
3-mo. LIBOR + 270 bps

 
1/15/2017
Series D
 
3/21/2016
 
400,000

 
386

 
6.25
%
 
7/15/2021
Series D
 
5/5/2016
 
200,000

 
199

 
6.25
%
 
7/15/2021
Series C
 
8/16/2016
 
100,000

 
100

 
5.875
%
 
1/15/2022
Series E
 
2/27/2018
 
5,000

 
495

 
5.70
%
 
4/15/2023
Total
 
 
 
740,500

 
$
1,203

 
 
 
 

Series B, D, and C of preferred stock has a liquidation value and redemption price per share of $1,000, plus any declared and unpaid dividends. Series E preferred stock has a liquidation value and redemption price per share of $100,000, plus any declared and unpaid dividends. All preferred stock has no stated maturity and redemption is solely at the option of the Company. Under current rules, any redemption of the preferred stock is subject to prior approval of the FRB.
Preferred A Stock conversion
On February 21, 2018, Huntington elected to effect the conversion of all of its outstanding 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock into common stock pursuant to the terms of the Series A Preferred Stock. On February 22, 2018, each share of Series A Preferred Stock was converted into 83.668 shares of Common Stock. Upon conversion, the Series A Preferred Stock is no longer outstanding and all rights with respect to the Series A Preferred Stock were ceased and terminated, except the right to receive the number of whole shares and any required cash-in-lieu of fractional shares of Common Stock. Following the conversion, the Series A Preferred Stock shares were delisted from trading on NASDAQ.
Preferred E Stock issued and outstanding
On February 27, 2018, Huntington issued $500 million of preferred stock. Huntington issued 500,000 depositary shares, each depositary shares representing a 1/100th ownership interest in a share of 5.70% Series E Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock (Preferred E Stock), par value $0.01 per share, with a liquidation preference of $100,000 per share (equivalent to $1,000 per depositary share). Each holder of a depositary share will be entitled to all proportional rights and preferences of the Preferred E Stock (including dividend, voting, redemption, and liquidation rights). Costs of $5 million related to the issuance of the Preferred E Stock are reported as a direct deduction from the face amount of the stock.
Dividends on the Preferred E Stock will be non-cumulative and payable quarterly in arrears, when, and if, authorized by the Company’s board of directors or a duly authorized committee of the board and declared by the Company, at an annual rate of 5.70% per year on the liquidation preference of $100,000 per share, equivalent to $1,000 per depositary share. The dividend payment dates are the fifteenth day of each January, April, July and October, which commenced on July 15, 2018.
The Preferred E Stock has no maturity date. Huntington may redeem the Preferred E Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date on or after April 15, 2023 or (ii) in whole but not in part, within 90 days following a change in laws or regulations, in each case, at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without regard to any undeclared dividends on the Series E Preferred Stock prior to the date fixed for redemption. If Huntington redeems the Preferred E Stock, the depositary will redeem a proportional number of depositary shares. Neither the holders of Preferred E Stock nor holders of depositary shares will have the right to require the redemption or repurchase of the Preferred E Stock or the depositary shares.