Stockholders' Equity and EPS

12 Months Ended

Dec. 31, 2022

Equity and Earnings Per Share [Abstract]

Accumulated Other Comprehensive Income

The following table summarizes the items reclassified out of AOCI into the Consolidated Statements of Income for 2022, 2021 and 2020:


		Year ended December 31,
(Dollars in millions)	Income Statement Location	2022		2021		2020
Reclassification adjustment for (gains) losses on AFS securities included in net income	Gains (losses) on investment securities, net	$	(21)	$	(31)	$	(61)
Related tax expense (benefit)	Income tax expense	6		9		17
Reclassification adjustment for (gains) losses on cash flow hedges included in net income	Net interest income	(56)		(63)		(50)
Related tax expense (benefit)	Income tax expense	16		17		14
Total reclassification adjustment for (gains) losses included in net income, net of tax		$	(55)	$	(68)	$	(80)

The table below summarizes the activity relating to net gains and losses on our cash flow hedges included in AOCI for 2022, 2021 and 2020. 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 $41 million in AOCI at December 31, 2022, related to unrealized gains will be reclassified out of AOCI and recognized in net income.


	Year ended December 31,
(Dollars in millions)	2022		2021		2020
Balance, beginning of period, net of tax	$	83	$	130	$	(2)
Net (decrease) increase in fair value, net of tax	—		(1)		168
Net realized (gain) loss reclassified to net income, net of tax	(40)		(46)		(36)
Balance, end of period, net of tax	$	43	$	83	$	130

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 options 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 2022, 2021 and 2020:


	Year ended December 31,
(Dollars in millions except per share amounts, shares in thousands)	2022		2021		2020
Numerator:
Net income available to common stockholders	$	1,509	$	1,770	$	1,191
Denominator:
Weighted average common shares outstanding—basic	58,987		55,763		51,685
Weighted average effect of dilutive securities:
Stock options and ESPP	168		283		151
Restricted stock units	361		592		248
Weighted average common shares outstanding—diluted	59,516		56,638		52,084
Earnings per common share:
Basic	$	25.58	$	31.74	$	23.05
Diluted	$	25.35	$	31.25	$	22.87

The following table summarizes the weighted average common shares excluded from the diluted EPS calculation due to the antidilutive effect for 2022, 2021 and 2020:


	Year ended December 31,
(Shares in thousands)	2022	2021	2020
Stock options	117	37	279
Restricted stock units	390	2	10
Total	507	39	289

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% and 4.70% Non-Cumulative Perpetual Series D Preferred Stock (''Series D Preferred Stock'') and Series E Preferred Stock ("Series E Preferred Stock"), respectively. 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.

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, 2022:


Series	Description	Amount outstanding (in millions)		Carrying value (in millions)		Shares issued and outstanding	Par Value		Ownership interest per depositary share	Liquidation preference per depositary share		2022 dividends paid per depositary share
Series A	5.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock	$	350	$	340	350,000	$	0.001	1/40th	$	25	$	1.31
Series B	4.100% Fixed-Rate Non-Cumulative Perpetual Preferred Stock	750		739		7,500	0.001		1/100th	1,000		41.00
Series C	4.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock	1,000		985		10,000	0.001		1/100th	1,000		40.00
Series D	4.250% Fixed-Rate Non-Cumulative Perpetual Preferred Stock	1,000		989		10,000	0.001		1/100th	1,000		44.51
Series E	4.700% Fixed-Rate Non-Cumulative Perpetual Preferred Stock	600		593		6,000	0.001		1/100th	1,000		49.22