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Stockholders' Equity
 12 Months Ended
Dec. 31, 2020
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
Effective October 6, 2020, the Company completed its acquisition of TD Ameritrade. In conjunction with the acquisition, the Company issued shares of CSC common stock and a new, nonvoting class of CSC common stock. Immediately prior to the acquisition, on October 6, 2020, the Company amended its certificate of incorporation to create the nonvoting class of common stock with 300 million shares authorized for issuance and to increase the number of authorized shares of capital stock by the same amount. Each share of nonvoting common stock has identical rights, including liquidation and dividend rights, except that holders of nonvoting common stock have no voting rights other than over matters that significantly and adversely affect the rights or preferences of the nonvoting common stock, or as required by applicable law. Holders of nonvoting common stock are restricted from transferring shares except for permitted inside or outside transfers, as defined in the certificate of incorporation. Shares of nonvoting stock transferred in a permitted outside transfer are automatically converted to shares of common stock.

Pursuant to the Merger Agreement, CSC issued approximately 177 million shares of common stock and approximately 77 million shares of nonvoting common stock to TD Bank and its affiliates on October 6, 2020. Those shares of common stock and nonvoting common stock were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act. Following this issuance, TD Bank exchanged an aggregate of approximately 2 million shares of CSC common stock for an equal number of shares of CSC nonvoting common stock and held approximately 79 million shares of nonvoting common stock as of December 31, 2020. TD Bank and its affiliates are not permitted to own more than 9.9% of CSC common stock. This limit is interpreted in accordance with the applicable rules of the Federal Reserve and includes shares of CSC common stock deemed to be beneficially owned directly or indirectly by TD Bank and its affiliates.

CSC did not issue any shares of common stock through external offerings during 2019 or 2018.

On December 11, 2020, the Company issued and sold 2,500,000 depositary shares, each representing a 1/100th ownership interest in a share of 4.000% fixed-rate reset non-cumulative perpetual preferred stock, Series H, $.01 par value per share, with a liquidation preference of $100,000 per share (equivalent of $1,000 per Depositary Share). The net proceeds of the offering were approximately $2.47 billion, after deducting the underwriting discount and offering expenses.

On April 30, 2020, the Company issued and sold 2,500,000 depositary shares, each representing a 1/100th ownership interest in a share of 5.375% fixed-rate reset non-cumulative perpetual preferred stock, Series G, $.01 par value per share, with a liquidation preference of $100,000 per share (equivalent of $1,000 per Depositary Share). The net proceeds of the offering were approximately $2.47 billion, after deducting the underwriting discount and offering expenses.

On January 30, 2019, CSC publicly announced that its Board of Directors authorized a new Share Repurchase Program to repurchase up to $4.0 billion of common stock. The share repurchase authorization does not have an expiration date. There were no repurchases of CSC’s common stock under this authorization during the year ended December 31, 2020. During 2019, CSC repurchased 55 million shares of its common stock under this authorization for $2.2 billion.

On October 25, 2018, CSC publicly announced that its Board of Directors terminated the previous two share repurchase authorizations and replaced them with an authorization to repurchase up to $1.0 billion of common stock. CSC repurchased 22 million shares for $1.0 billion in 2018, completing all repurchases under this authorization.
CSC was authorized to issue 9,940,000 shares of preferred stock, $.01 par value, at December 31, 2020 and 2019. The following is a summary of CSC’s non-cumulative perpetual preferred stock outstanding as of such dates:
Dividend Rate in Effect at December 31, 2020Date at Which Dividend Rate Becomes Floating or Resets
Floating Annual Rate of Three-Month LIBOR/ Term Five or Ten-Year Treasury plus (2,3):
Shares Issued and Outstanding (in thousands) at December 31,Liquidation Preference Per ShareCarrying Value at December 31,Earliest Redemption Date
2020 (1)
2019 (1)
20202019Issue Date
Fixed-rate:
Series C600 600 $1,000 $585 $585 08/03/156.000 %12/01/20N/AN/A
Series D750 750 1,000 728 728 03/07/165.950 %06/01/21N/AN/A
Fixed-to-floating-rate/Fixed-rate reset:
Series A400 400 1,000 397 397 01/26/127.000 %02/01/2202/01/224.820 %
Series E6 6 100,000 591 591 10/31/164.625 %03/01/2203/01/223.315 %
Series F5 5 100,000 492 492 10/31/175.000 %12/01/2712/01/272.575 %
Series G25 — 100,000 2,470 — 04/30/205.375 %06/01/2506/01/254.971 %
Series H25 — 100,000 2,470 — 12/11/204.000 %12/01/3012/01/303.079 %
Total preferred stock1,811 1,761 $7,733 $2,793 
(1) Represented by depositary shares, except for Series A.
(2) The Series G dividend rate resets on each five-year anniversary beginning on June 1, 2025 based on a five-year treasury rate, representing the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity for five-year maturities. Series G is only redeemable on reset dates. The dividend rates for all other series of preferred stock, except for Series H, will float based on LIBOR.
(3) The Series H dividend rate resets on each ten-year anniversary beginning on December 1, 2030 based on a ten-year treasury rate, representing the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity for ten-year maturities. Series H is only redeemable on dividend payment dates on or after the first reset date. The dividend rates for all other series of preferred stock, except for Series G, will float based on LIBOR.
N/A Not applicable.

Dividends declared on the Company’s preferred stock are as follows:
Year Ended December 31,202020192018
Total
Declared
(in millions)		Per Share
Amount		Total
Declared
(in millions)		Per Share
Amount		Total
Declared
(in millions)		Per Share
Amount
Series A$28.0 $70.00 $28.0 $70.00 $28.0 $70.00 
Series C36.0 60.00 36.0 60.00 36.0 60.00 
Series D44.6 59.52 44.6 59.52 44.6 59.52 
Series E27.8 4,625.00 27.8 4,625.00 27.8 4,625.00 
Series F25.0 5,000.00 25.0 5,000.00 27.2 5,430.56 
Series G (1)
78.8 3,150.35 N/AN/AN/AN/A
Series H (2)
N/AN/AN/AN/AN/AN/A
Total$240.2 $161.4 $163.6 
(1) Series G Preferred Stock was issued on April 30, 2020. Dividends are paid quarterly, and the first dividend was paid on September 1, 2020.
(2) Series H Preferred Stock was issued on December 11, 2020. Dividends are paid quarterly beginning on March 1, 2021.
N/A Not applicable.

Dividends on CSC’s preferred stock are not cumulative and will only be paid on a series of preferred stock for a dividend period if declared by CSC’s Board of Directors. Under the terms of each series of preferred stock, CSC’s ability to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the series of preferred stock, is subject to restrictions in the event that CSC does not declare and either pay or set aside a sum sufficient for payment of dividends on the series of preferred stock for the immediately preceding dividend period.
Dividends on fixed-rate preferred stock, as well as Series G and H, are payable quarterly. Dividends on fixed-to-floating-rate preferred stock are payable semi-annually while at a fixed rate and will become payable quarterly after converting to a floating rate.
Redemption Rights

Each series of CSC’s preferred stock, except for Series G, may be redeemed at CSC’s option on any dividend payment date on or after the earliest redemption date for that series. Series G preferred stock may be redeemed at CSC’s option on any reset date on or after the earliest redemption date for the series. All outstanding preferred stock series may also be redeemed following a “capital treatment event,” as described in the terms of each series set forth in the relevant certificate of designations. Any redemption of CSC’s preferred stock is subject to approval from the Federal Reserve.