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Stockholders' Equity and Mandatorily Redeemable Preferred Stock
 9 Months Ended
Sep. 30, 2022
Stockholders' Equity Note [Abstract]  
Stockholders' Equity and Mandatorily Redeemable Preferred Stock Stockholders’ Equity and Mandatorily Redeemable Preferred Stock
Stockholders’ Equity

On March 4, 2022, the Company issued and sold 750,000 depositary shares, each representing a 1/100th ownership interest in a share of 5.000% fixed-rate reset non-cumulative perpetual preferred stock, Series K, $.01 par value, with a liquidation preference of $100,000 per share (equivalent of $1,000 per depositary share). The net proceeds of the offering were $740 million, after deducting the underwriting discount and offering expenses.

On July 27, 2022, CSC publicly announced that its Board of Directors terminated the existing share repurchase authorization of up to $4.0 billion of common stock and replaced it with a new authorization to repurchase up to $15.0 billion of common stock. The new share repurchase authorization does not have an expiration date. On August 1, 2022, CSC purchased, directly from an affiliate of TD Bank, 15 million shares of nonvoting common stock for a total of $1.0 billion, or approximately $66.53 per share. The shares of nonvoting common stock automatically converted into common stock and were purchased under CSC’s new share repurchase authorization. The purchase price paid by CSC was equal to the lowest price per share that the affiliate of TD Bank received in a contemporaneous share sale facilitated by a third-party market maker, which resulted in a purchase price lower than the closing price on August 1, 2022. CSC repurchased an additional $500 million of common stock under the new authorization during the three months ended September 30, 2022. There were no repurchases of CSC’s common stock under the terminated authorization during the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022, $13.5 billion remained on the new authorization.

On August 1, 2022, an affiliate of TD Bank executed a permitted outside transfer, as defined in the certificate of incorporation, of 13 million shares of CSC nonvoting common stock. Shares of nonvoting common stock transferred in a permitted outside transfer are automatically converted to shares of common stock.

Subsequent to September 30, 2022, on October 20, 2022, the Company announced that it will redeem on December 1, 2022 all of the 6,000 outstanding shares of its fixed-to-floating rate non-cumulative perpetual preferred stock, Series E, and the corresponding
600,000 depositary shares, each representing a 1/100th interest in a share of the Series E preferred stock. The depositary shares will be redeemed at a redemption price of $1,000 per depositary share for a total of $600 million. The redemption price does not include the regular quarterly dividend that was declared on October 26, 2022 and will be paid separately on December 1, 2022.

Mandatorily Redeemable Preferred Stock

On November 1, 2022, the Company redeemed all of the 400,000 outstanding shares of its fixed-to-floating rate non-cumulative perpetual preferred stock, Series A at a redemption price of $1,000 per share for a total of $400 million. The redemption price does not include the regular quarterly dividend that was declared on September 30, 2022 at a rate of 7.602% and paid separately on November 1, 2022. The Company notified stockholders of its redemption of the Series A preferred stock on September 22, 2022, upon which it met the definition of a mandatorily redeemable financial instrument and the criteria for liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity. The Series A preferred stock fair value of $400 million is included in accrued expenses and other liabilities on the condensed consolidated balance sheet as of September 30, 2022. The difference between the total redemption price and the prior carrying value of the Series A preferred stock resulted in a $3 million deemed dividend that was included in the calculation of EPS.
The Company’s preferred stock issued and outstanding is as follows:
Liquidation Preference Per ShareDividend Rate in Effect at September 30, 2022Earliest Redemption DateDate at Which Dividend Rate Resets or Becomes FloatingReset / Floating RateMargin Over Reset / Floating Rate
Shares Issued and Outstanding (in ones) atCarrying Value at
September 30,
2022 (1)
December 31, 2021 (1)
September 30, 2022December 31, 2021Issue Date
Fixed-rate:
Series D750,000 750,000 $1,000 $728 $728 03/07/165.950 %06/01/21N/AN/AN/A
Series J600,000 600,000 1,000 584 584 03/30/214.450 %06/01/26N/AN/AN/A
Fixed-to-floating-rate/Fixed-rate reset:
Series A (2)
— 400,000 — — 397 01/26/12— 02/01/2202/01/223M LIBOR4.820 %
Series E (3)
6,000 6,000 100,000 591 591 10/31/166.397 %03/01/2203/01/223M LIBOR3.315 %
Series F5,000 5,000 100,000 492 492 10/31/175.000 %12/01/2712/01/273M LIBOR2.575 %
Series G (4)
25,000 25,000 100,000 2,470 2,470 04/30/205.375 %06/01/2506/01/25
5-Year Treasury
4.971 %
Series H (5)
25,000 25,000 100,000 2,470 2,470 12/11/204.000 %12/01/3012/01/30
10-Year Treasury
3.079 %
Series I (4)
22,500 22,500 100,000 2,222 2,222 03/18/214.000 %06/01/2606/01/26
5-Year Treasury
3.168 %
Series K (6)
7,500 — 100,000 740 — 03/04/225.000 %06/01/2706/01/27
5-Year Treasury
3.256 %
Total preferred
  stock		1,441,000 1,833,500 $10,297 $9,954  
(1) Represented by depositary shares, except for Series A.
(2) Subsequent to September 30, 2022, Series A was redeemed on November 1, 2022. The Series A preferred stock fair value is included in accrued expenses and other liabilities on the condensed consolidated balance sheet as of September 30, 2022.
(3) Subsequent to September 30, 2022, the Company announced the redemption of Series E effective December 1, 2022.
(4) The dividend rate for Series G and Series I resets on each five-year anniversary from the first reset date.
(5) The dividend rate for Series H resets on each ten-year anniversary from the first reset date.
(6) The dividend rate for Series K resets on each five-year anniversary beginning on June 1, 2027 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 K is only redeemable on dividend payment dates on or after the first reset date.
N/A Not applicable.

Dividends declared on the Company’s preferred stock are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Total
Declared		Per Share
Amount		Total
Declared		Per Share
Amount		Total
Declared		Per Share
Amount		Total
Declared		Per Share
Amount
Series A (1)
$7.7 $19.43 $— $— $18.9 $47.73 $14.0 $35.00 
Series C (2)
— — — — — — 18.0 30.00 
Series D11.2 14.88 11.2 14.88 33.5 44.64 33.5 44.64 
Series E7.4 1,251.05 13.8 2,312.50 27.2 4,544.37 27.7 4,625.00 
Series F— — — — 12.5 2,500.00 12.5 2,500.00 
Series G33.6 1,343.75 33.6 1,343.75 100.8 4,031.25 100.8 4,031.25 
Series H 25.0 1,000.00 25.0 1,000.00 75.0 3,000.00 72.2 2,888.89 
Series I (3)
22.5 1,000.00 22.5 1,000.00 67.5 3,000.00 40.7 1,811.11 
Series J (4)
6.7 11.13 6.8 11.13 20.1 33.39 11.3 18.67 
Series K (5)
9.3 1,250.00 — — 18.4 2,458.33 — — 
Total$123.4 $112.9 $373.9 $330.7 
(1) Series A was redeemed on November 1, 2022. Prior to redemption, dividends were paid semi-annually until February 1, 2022 and quarterly thereafter. The final dividend was paid on November 1, 2022.
(2) Series C was redeemed on June 1, 2021. Prior to redemption, dividends were paid quarterly and the final dividend was paid on June 1, 2021.
(3) Series I was issued on March 18, 2021. Dividends are paid quarterly, and the first dividend was paid on June 1, 2021.
(4) Series J was issued on March 30, 2021. Dividends are paid quarterly, and the first dividend was paid on June 1, 2021.
(5) Series K was issued on March 4, 2022. Dividends are paid quarterly, and the first dividend was paid on June 1, 2022.