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Mezzanine and Stockholders Equity
 3 Months Ended
Mar. 31, 2024
Temporary Equity Disclosure [Abstract]  
Mezzanine and Stockholders Equity Accumulated Other Comprehensive Income
    The following table sets forth the components in accumulated other comprehensive income:

(in millions)Three Months Ended March 31, 2024
Details about Accumulated Other Comprehensive Loss
Amount Reclassified out of Accumulated Other Comprehensive Loss (1)
Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
Unrealized gains on available-for-sale securities:$— Net gain on securities
— Income tax expense
$— Net gain on securities, net of tax
Unrealized gains on cash flow hedges:$23 Interest expense
(6)Income tax benefit
$17 Net gain on cash flow hedges, net of tax
Amortization of defined benefit pension plan items:
Past service liability$— 
Included in the computation of net periodic credit (2)
Actuarial losses(1)
Included in the computation of net periodic cost (2)
(1)Total before tax
— Income tax benefit
$(1)Amortization of defined benefit pension plan items, net of tax
Total reclassifications for the period$16 
(1)Amounts in parentheses indicate expense items.
(2)See Note 12 - Pension and Other Post-Retirement Benefits for additional information.
Mezzanine and Stockholders Equity
The following table summarizes the Company's preferred stock at March 31, 2024:

Preferred Stock Series
Amount Outstanding (in millions)
Issued DateShares AuthorizedShares Issued
Shares Outstanding(1)
Par ValueLiquidation Preference
6.375% Fixed-to-Floating Rate Perpetual Noncumulative Series A
$503 March 17, 20175,000,000515,000515,000$0.01 1,000
13.00% Fixed Rate Perpetual Noncumulative Convertible Series B
$258 March 11, 2024267,062192,062192,062$0.01 2,000
13.00% Fixed Rate Perpetual Noncumulative Convertible Series C
$337 March 11, 2024523,369256,307249,556$0.01 2,000
Non-Voting Common Equivalent Series D
$— 
N/A
315,00000$0.01 $0.0001 
(1)Shares outstanding for Series C excludes 6,751 shares converted to common shares following issuance.
Series A Preferred stock

Each Series A preferred share represent 1/40th interest in a share of the Company’s Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, with a liquidation preference of $1.00 per share (equivalent to $25 per share). Dividends accrue on the shares at a fixed rate equal to 6.375 percent per annum until March 17, 2027, and a floating rate equal to three-month SOFR plus 408.26 basis points per annum beginning on March 17, 2027. Dividends will be payable in arrears on March 17, June 17, September 17, and December 17 of each year, which commenced on June 17, 2017. In the first quarter of 2024, we paid dividends on our Series A preferred stock of $15.94 per share.

Series B Preferred Stock

Each share of Series B Noncumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), is automatically convertible into 1,000 shares of our common stock (or one share of Series C Preferred Stock in limited circumstances) in the event of a transfer consistent with the rules and limitations of Regulation Y (a "Reg Y Transfer"). As of March 31, 2024, all the issued and outstanding shares of Series B Preferred Stock represented the right (on an as converted basis) to receive approximately 192 million shares of our common stock. Series B Preferred Stock shareholders do not have voting rights, except in limited circumstances.

Series B Preferred Stock provides for quarterly non-cumulative cash dividends at an annual rate of 13 percent, if declared by the Board, until the receipt of the requisite shareholder approval of both (a) an amendment to the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of our common stock from 900,000,000 to at least 1,700,000,000; and (b) the issuance of shares of our common stock in connection with the March 2024 capital raise pursuant to NYSE listing rules (the “Stockholder Approvals”). Until receipt of the Stockholder Approvals, each share of Series B Preferred Stock is entitled to a liquidation preference equal to $2,000 per share.

Series C Preferred Stock

Each share of Series C Noncumulative Convertible Preferred Stock, par value $0.01 per shares (“Series C Preferred Stock”), is automatically convertible into 1,000 shares of our common stock upon the occurrence of certain events (including receipt of the Stockholder Approvals). In addition, in connection with Reg Y Transfers, the Series C Preferred Stock is automatically convertible into 1,000 shares of our common stock. As of March 31, 2024, all the issued and outstanding shares of Series C Preferred Stock represented the right (on an as converted basis) to receive approximately 249.6 million shares of our common stock. Series C Preferred Stock shareholders do not have voting rights, except in limited circumstances.

Series C Preferred Stock provides for quarterly non-cumulative cash dividends at an annual rate of 13 percent, if declared by the Board. Each share of Series C Preferred Stock is entitled to a liquidation preference equal to $2,000 per share.

The Series B and C Preferred Stock is classified in mezzanine equity as it is redeemable for cash, contingent on an event that is not solely in the control of the Company. The Series B and C Preferred Stock is not remeasured because it is currently not probable that it will become redeemable.

Warrants

Warrants were issued to purchase shares of a new class of non-voting, common-equivalent preferred stock of the Company, par value $0.01 per share (the "Series D NVCE Stock") for $2,500 per share. The warrants are not exercisable until September 10, 2024 and expire 7 years after issuance. Each share of Series D NVCE Stock is convertible into 1,000 shares of our common stock (or, in certain limited circumstances, one share of Series C Preferred Stock) in a Reg Y Transfer. All shares of Series D NVCE Stock represent the right (on an as converted basis) to receive 315 million shares of our common stock for an exercise price of $2.50 per common share. The terms of the warrant allow net settlement in shares and will not be exercisable for 180 days after closing.