Item 3.03 Material Modification to Rights of Security Holders

In connection with the Preferred Issuance, CSC filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series I Preferred Stock on March 17, 2021. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series I Preferred Stock (including dividend, voting, redemption and liquidation rights).

Under the terms of the Series I Preferred Stock, the ability of CSC to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock, nonvoting common stock or any preferred stock ranking on parity with or junior to the Series I Preferred Stock, is subject to restrictions in the event that CSC does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series I Preferred Stock for the immediately preceding dividend period.

The terms of the Series I Preferred Stock are more fully described in the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware. The terms of the Series I Preferred Stock are more fully described in the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.




Item 8.01 Other Events


Preferred Issuance:

On March 15, 2021, in connection with the Preferred Issuance, CSC entered into an Underwriting Agreement (the "Preferred Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the representatives of the several underwriters named therein (collectively, the "Preferred Underwriters"), under which CSC agreed to sell to the Preferred Underwriters 2,250,000 shares of Depositary Shares, each representing a 1/100th ownership interest in a share of Series I Preferred Stock.

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The Preferred Underwriting Agreement contains customary representations, warranties and agreements of CSC, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Preferred Underwriting Agreement, CSC agreed to indemnify the Preferred Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Preferred Underwriters may be required to make in respect of these liabilities.

The offering was made pursuant to the prospectus supplement dated March 15, 2021 and the accompanying prospectus dated December 4, 2020, filed with the Securities and Exchange Commission (the "SEC") pursuant to CSC's effective registration statement on Form S-3 (File No. 333-251156) (the "Registration Statement").

Copies of (a) the Preferred Underwriting Agreement, (b) the Certificate of Designations to which the Form of Certificate Representing the Series I Preferred Stock is attached as Exhibit A, (c) the Deposit Agreement, dated March 18, 2021, between CSC and Equiniti Trust Company, as Depositary, to which the Form of Depositary Share Receipt is attached as Exhibit A and (d) a validity opinion with respect to the Depositary Shares and the Series I Preferred Stock are attached as Exhibits 1.1, 3.1, 4.1 and 5.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into CSC's Registration Statement.

Debt Issuance:

The Notes in the Debt Issuance were issued under a Senior Indenture, dated as of June 5, 2009 (the "Senior Indenture"), between CSC and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by the Sixteenth Supplemental Indenture, dated as of March 18, 2021 (the "Sixteenth Supplemental Indenture"). The offering was made pursuant to the prospectus supplement dated March 16, 2021 and the accompanying prospectus dated December 4, 2020, filed with the SEC pursuant to CSC's Registration Statement.

On March 16, 2021, in connection with the Debt Issuance, CSC entered into an Underwriting Agreement (the "Debt Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (collectively, the "Debt Underwriters"), pursuant to which CSC agreed to issue and sell the Notes to the Debt Underwriters.

The Debt Underwriting Agreement contains customary representations, warranties and agreements of CSC, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Debt Underwriting Agreement, CSC agreed to indemnify the Debt Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Debt Underwriters may be required to make in respect of these liabilities.

Copies of (a) the Debt Underwriting Agreement, (b) the Sixteenth Supplemental Indenture, (c) the form of floating rate Senior Notes due 2024, (d) the form of 0.750% Senior Notes due 2024, (e) the form of 2.000% Senior Notes due 2028, and (f) a validity opinion with respect to the Notes are attached as Exhibits 1.2, 4.58, 4.59, 4.60, 4.61 and 5.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits






  (d) Exhibits

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1.1       Underwriting Agreement, dated March 15, 2021, by and among CSC and BofA
        Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities
        (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as the
        representatives of the several underwriters named therein.

1.2       Underwriting Agreement, dated March 16, 2021, by and among CSC and BofA
        Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities
        (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as the
        representatives of the several underwriters named therein.

3.1       Certificate of Designations of 4.000% Fixed-Rate Reset Non-Cumulative
        Perpetual Preferred Stock, Series I, dated March 17, 2021, of CSC
        (including the form of 4.000% Fixed-Rate Reset Non-Cumulative Perpetual
        Preferred Stock, Series I Certificate of CSC attached as Exhibit A
        thereto).

4.1       Deposit Agreement, dated March 18, 2021, between CSC and Equiniti Trust
        Company, as Depositary (including the form of Depositary Share Receipt
        attached as Exhibit A thereto).

4.58      Sixteenth Supplemental Indenture, dated as of March 18, 2021, by and
        between CSC and The Bank of New York Mellon Trust Company, N.A., as
        Trustee.

4.59      Form of Floating Rate Senior Notes due 2024 (included in Exhibit 4.58).


4.60      Form of 0.750% Senior Notes due 2024 (included in Exhibit 4.58).

4.61      Form of 2.000% Senior Notes due 2028 (included in Exhibit 4.58).

5.1       Opinion of Arnold & Porter Kaye Scholer LLP, dated March 18, 2021.

5.2       Opinion of Arnold & Porter Kaye Scholer LLP, dated March 18, 2021.

23.1      Consent of Arnold & Porter Kaye Scholer LLP, dated March 18, 2021
        (included in Exhibit 5.1).

23.2      Consent of Arnold & Porter Kaye Scholer LLP, dated March 18, 2021
        (included in Exhibit 5.2).

104     Cover Page Interactive Data File - the cover page interactive data file
        does not appear in the Interactive Data File because its XBRL tags are
        embedded within the Inline XBRL document.

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