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Stockholders' Equity and EPS
12 Months Ended
Dec. 31, 2021
Equity and Earnings Per Share [Abstract]  
Stockholders' Equity and EPS Stockholders' Equity and EPS
Accumulated Other Comprehensive Income
The following table summarizes the items reclassified out of AOCI into the Consolidated Statements of Income for 2021, 2020 and 2019:
 Year ended December 31,
(Dollars in millions)Income Statement Location202120202019
Reclassification adjustment for (gains) losses on AFS securities included in net income
Gains on investment securities, net
$(31)$(61)$
Related tax expense (benefit)Income tax expense17 (1)
Reclassification adjustment for (gains) losses on cash flow hedges included in net income
Net interest income
(63)(50)
Related tax expense (benefit)Income tax expense17 14 (2)
Total reclassification adjustment for (gains) losses included in net income, net of tax$(68)$(80)$

The table below summarizes the activity relating to net gains and losses on our cash flow hedges included in AOCI for 2021, 2020 and 2019. Refer to Note 16—“Derivative Financial Instruments” for additional information regarding the termination of our cash flow hedges during the quarter ended March 31, 2020. Over the next 12 months, we expect that approximately $56 million in AOCI at December 31, 2021, related to our cash flow hedges will be reclassified out of AOCI and recognized in net income.
 Year ended December 31,
(Dollars in millions)202120202019
Balance, beginning of period, net of tax$130 $(2)$— 
Net (decrease) increase in fair value, net of tax(1)168 (6)
Net realized (gain) loss reclassified to net income, net of tax(46)(36)
Balance, end of period, net of tax
$83 $130 $(2)
EPS
Basic EPS is the amount of earnings available to each share of common stock outstanding during the reporting period. Diluted EPS is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issuable for stock option and restricted stock unit awards outstanding under our 2006 Equity Incentive Plan and our ESPP. Potentially dilutive common shares are excluded from the computation of dilutive EPS in periods in which the effect would be antidilutive. The following is a reconciliation of basic EPS to diluted EPS for 2021, 2020 and 2019:
 Year ended December 31,
(Dollars in millions except per share amounts, shares in thousands)202120202019
Numerator:
Net income available to common stockholders$1,770 $1,191 $1,137 
Denominator:
Weighted average common shares outstanding—basic55,763 51,685 51,915 
Weighted average effect of dilutive securities:
Stock options and ESPP283 151 227 
Restricted stock units592 248 169 
Weighted average common shares outstanding—diluted
56,638 52,084 52,311 
Earnings per common share:
Basic$31.74 $23.05 $21.90 
Diluted$31.25 $22.87 $21.73 
The following table summarizes the weighted average common shares excluded from the diluted EPS calculation due to the antidilutive effect for 2021, 2020 and 2019:
 Year ended December 31,
(Shares in thousands)202120202019
Stock options37 279 167 
Restricted stock units10 250 
Total39 289 417 
Common Stock
On March 22, 2021, to support the continued growth of our balance sheet, we issued and sold 2,000,000 shares of common stock at a price of $500.00 per share. We received net proceeds of $972 million after deducting underwriting discounts and commissions.
On April 14, 2021, the Company issued and sold 300,000 additional shares of common stock under the full exercise of the underwriters' over-allotment option from our March 22, 2021 underwritten public offering. We received additional net proceeds of $146 million after deducting underwriting discounts and commissions.
On July 1, 2021, the Company issued 1,887,981 shares of common stock for the acquisition of Boston Private at an exchange ratio of 0.0228 SIVB shares per Boston Private share.
On August 12, 2021, the Company issued and sold 2,227,000 shares of common stock at a price of $564.00 per share. We received net proceeds of $1.2 billion after deducting underwriting discounts and commissions.
Preferred Stock
On December 9, 2019, the Company issued 5.25% Non-Cumulative Perpetual Series A Preferred Stock (''Series A Preferred Stock''). The public offering consisted of 14,000,000 depositary shares, each representing a 1/40th ownership interest in shares of the Series A preferred stock with $0.001 par value and liquidation preference of $1,000 per share, or $25 per depositary share. The Series A Preferred Stock is redeemable at the Company’s option, subject to all applicable regulatory approvals, on or after February 15, 2025.
On February 2, 2021, the Company issued 4.10% Non-Cumulative Perpetual Series B Preferred Stock (''Series B Preferred Stock''). The public offering consisted of 750,000 depositary shares, each representing a 1/100th ownership interest in shares of Series B Preferred Stock with $0.001 par value and liquidation preferences of $100,000 per share, or $1,000 per depositary
share. Dividends, if approved and declared by the Board of Directors, are payable quarterly, in arrears, at a rate per annum equal to (i) 4.10 percent from the original issue date to, but excluding, February 15, 2031 and (ii) for the February 15, 2031 dividend date and during each subsequent ten-year period, the ten-year treasury rate (calculated three business days prior to each reset date as the five-day average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for ten-year maturities) plus 3.064 percent.
On May 13, 2021, the Company issued 4.00% Non-Cumulative Perpetual Series C Preferred Stock (''Series C Preferred Stock''). The public offering consisted of 1,000,000 depositary shares, each representing a 1/100th ownership interest in shares of Series C Preferred Stock with $0.001 par value and liquidation preferences of $100,000 per share, or $1,000 per depositary share. Dividends, if approved and declared by the Board of Directors, are payable quarterly, in arrears, at a rate per annum equal to (i) 4.000 percent from the original issue date to, but excluding, May 15, 2026, and (ii) for the May 15, 2026 dividend date and during each subsequent five-year period, the five-year treasury rate (calculated three business days prior to each reset date as the five-day average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities) plus 3.202 percent.
On October 28, 2021, the Company issued 4.25% Non-Cumulative Perpetual Series D Preferred Stock (''Series D Preferred Stock''). The public offering for Series D Preferred Stock consisted of 1,000,000 depositary shares, each representing a 1/100th ownership interest in shares of Series D Preferred Stock with $0.001 par value and liquidation preferences of $100,000 per share, or $1,000 per depositary share. Series D Preferred Stock dividends, if approved and declared by the Board of Directors, are payable quarterly, in arrears, at a rate per annum equal to (i) 4.250 percent from the original issue date of the Series D Preferred Stock to, but excluding, November 15, 2026, and (ii) for the November 15, 2026 dividend date and during each subsequent five-year period, the five-year treasury rate (calculated three business days prior to each reset date as the five-day average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities) plus 3.074 percent.
On October 28, 2021, the Company also issued 4.70% Non-Cumulative Perpetual Series E Preferred Stock (''Series E Preferred Stock''). The public offering for Series E Preferred Stock consisted of 600,000 depositary shares, each representing a 1/100th ownership interest in shares of Series E Preferred Stock with $0.001 par value and liquidation preferences of $100,000 per share, or $1,000 per depositary share. Series E Preferred Stock dividends, if approved and declared by the Board of Directors, are payable quarterly, in arrears, at a rate per annum equal to (i) 4.700 percent from the original issue date of the Series E Preferred Stock to, but excluding, November 15, 2031, and (ii) for the November 15, 2031 dividend date and during each subsequent ten-year period, the ten-year treasury rate (calculated three business days prior to each reset date as the five-day average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities) plus 3.064 percent
The following table summarizes our preferred stock at December 31, 2021:
SeriesDescriptionAmount outstanding (in millions)Carrying value
(in millions)
Shares issued and outstandingPar ValueOwnership interest per depositary shareLiquidation preference per depositary share2021 dividends paid per depositary share
Series A5.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock$350 $340 350,000$0.001 1/40th$25 $1.31 
Series B4.100% Fixed-Rate Non-Cumulative Perpetual Preferred Stock750 739 7,5000.001 1/100th1,000 32.23 
Series C4.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock1,000 985 10,0000.001 1/100th1,000 20.22 
Series D4.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock1,000 989 10,0000.001 1/100th1,000 — 
Series E4.700% Fixed-Rate Non-Cumulative Perpetual Preferred Stock600 593 6,0000.001 1/100th1,000 —