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Mezzanine and Stockholders Equity
 6 Months Ended
Jun. 30, 2024
Temporary Equity Disclosure [Abstract]  
Mezzanine and Stockholders Equity Accumulated Other Comprehensive Income
    The following table sets forth the components in accumulated other comprehensive loss:

Amount Reclassified out of Accumulated Other Comprehensive Loss (1)
Three Months Ended,Six Months Ended,
(in millions)June 30, 2024June 30, 2023June 30, 2024June 30, 2023Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
Unrealized gains on cash flow hedges:$16 $6 $39 $12 Interest expense
(4)(2)(10)(4)Income tax benefit
$12 $4 $29 $8 Net gain on cash flow hedges, net of tax
Amortization of defined benefit pension plan items:
Actuarial losses(1)1 (2)(1)
Included in the computation of net periodic cost (2)
— (1)— — Income tax benefit
$(1)$— $(2)$(1)Amortization of defined benefit pension plan items, net of tax
Total reclassifications for the period$11 $4 $27 $7 
(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 and paragraphs summarize the Company's preferred stock giving effect to the reverse stock split as if it had been effective at June 30, 2024 (See Note 19 - Subsequent Events):

Preferred Stock Series
Amount Outstanding (in millions)
Issued DateShares AuthorizedShares Issued
Shares Outstanding
Par ValueLiquidation Preference
6.375% Fixed-to-Floating Rate Perpetual Noncumulative Series A
$503 March 17, 20175,000,000 515,000 515,000 $0.01 $1,000 
13.00% Fixed Rate Perpetual Noncumulative Convertible Series B
$258 March 11, 2024267,062 192,062 192,062 $0.01 $— 
13.00% Fixed Rate Perpetual Noncumulative Convertible Series C
March 11, 2024523,369 256,307 — $0.01 $2,000 
Non-Voting Common Equivalent Series D
$— 
N/A
315,000 — — $0.01 $0.0001 

Series A Preferred stock

Each Series A preferred depositary share represents 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 $1000 per share (equivalent to $25 per depositary 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 Secured Overnight Financing Rate 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 second quarter of 2024, we paid dividends on our Series A preferred stock of $15.94 per share.
Series B Preferred Stock

As of June 30, 2024, each share of Series B Noncumulative Convertible Preferred Stock (the “Series B Preferred Stock”) was 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 June 30, 2024, the issued and outstanding shares of Series B Preferred Stock represented the right (on an as converted basis) to receive approximately 64 million shares of our common stock. Series B Preferred Stock shareholders do not have voting rights, except in limited circumstances.

On June 5, 2024, shareholders approved (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 300,000,000 to 666,666,666; and (b) the issuance of shares of our common stock in connection with the March 2024 capital raise pursuant to New York Stock Exchange listing rules (the “Stockholder Approvals”). In accordance with the Series B Preferred Stock Certificate of Designations, upon obtaining the Stockholder Approvals, the quarterly non-cumulative cash dividend (annual rate of 13 percent) and liquidation preference rights ceased to apply. Shares of Series B Preferred Stock (a) are now entitled to receive dividends at the same time and on the same terms as the holders of common stock, including for the dividend declared and paid by the Company on June 17, 2024, and (b) rank as equal to the Common Stock in any liquidation of the Company.

The Series B Preferred Stock is classified in mezzanine equity as it is contingently convertible into shares of preferred stock that are redeemable for cash, contingent on events that are not solely in the control of the Company. The Series B Preferred Stock is not remeasured because it is currently not probable that it will become redeemable.

Series C Preferred Stock

All of the issued and outstanding shares of the Company's Series C Noncumulative Convertible Preferred Stock (“Series C Preferred Stock”) have converted into shares of common stock in accordance with the terms of the Series C Certificate of Designation as of June 30, 2024.

Warrants

Warrants 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 an initial exercise price of $2,500 per share were issued in conjunction with the March 2024 capital raise. The warrants are not exercisable until September 10, 2024 and expire 7 years after issuance. Pursuant to the terms of the Warrant, as a result of the dividend paid on shares of our common stock on June 17, 2024, the exercise price of the Warrants was reduced to $2,492. The terms of the Warrants prescribe net settlement in shares. All the Warrants issued and outstanding as of June 30, 2024 entitled the holders thereof to receive 315,000 shares of Series D NVCE Stock (subject to net settlement of shares). As of June 30, 2024, no shares of Series D Non-Voting Common Equivalent Stock of the Company (“Series D NVCE Stock”) have been issued. Shares of Series D NVCE Stock are issuable upon the exercise of the Warrant.