Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Stockholders' Equity

Note 14 – Stockholders’ Equity

Preferred Stock. The Corporation is authorized to issue 10 million shares of preferred stock without par value. The Board is authorized to fix the particular preferences, rights, qualifications and restrictions for each series of preferred stock issued. On August 5, 2014, the Corporation issued 16 million depositary shares, each representing 1/1000 ownership interest in a share of Series C Non-Cumulative Perpetual Preferred Stock (Series C Preferred Stock), without par value, with a liquidation preference of $25,000 ($25 per depositary share). The aggregate proceeds from the public offering of the depositary shares, net of underwriting discounts, commissions and offering expenses, were $388.5 million.

Dividends on the Series C Preferred Stock, which are not mandatory, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the first day of January, April, July and October of each year, commencing on January 1, 2015, at a rate per annum equal to 5.85%. On October 21, 2014, the Corporation declared a cash dividend of $593.125 per share of Series C Preferred Stock payable on January 1, 2015 to stockholders of record on December 15, 2014.

The Series C Preferred Stock has no maturity date. Shares of the Series C Preferred Stock rank senior to the Corporation’s common stock, and will rank at least equally with any other series of preferred stock it may issue (except for any senior series that may be issued with the requisite consent of the holders of the Series C Preferred Stock) and all other parity stock, with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up.

The Series C Preferred Stock is redeemable at the Corporation’s option, in whole or in part, on any dividend payment date on or after October 1, 2019. The Series C Preferred stock is redeemable at the Corporation’s option, in whole, but not in part, prior to October 1, 2019 within 90 days of a regulatory capital treatment event, as described in the Series C Preferred Stock Certificate of Designation.

Common Stock. The Corporation’s current common stock repurchase authorization was approved by the Board in April of 2014. The stock repurchase authorization remaining as of December 31, 2014, was 7.1 million shares. The repurchased shares would be used for general purposes of the Corporation, including management of the Corporation’s capital level and the issuance of shares under stock option and other incentive plans of the Corporation.

Under the Corporation’s capital plan submitted in January 2014, which was reviewed without objection by the Federal Reserve in March 2014, the Corporation may repurchase up to $107.3 million of common stock after December 31, 2014, through March 2015. In January 2015, the Corporation submitted its most recent capital plan to the Federal Reserve Board.

The average price paid per share for common stock repurchased in 2014, 2013, and 2012 was $64.20, $55.90, and $46.32, respectively.

An analysis of changes in the number of shares of common stock outstanding follows:

TABLE 74: SHARES OF COMMON STOCK

	2014			2013			2012
Balance at January 1		237,322,035			238,914,988			241,008,509
Incentive Plan and Awards		1,040,015			863,958			449,463
Stock Options Exercised		2,515,769			3,088,490			973,270
Treasury Stock Purchased		(7,487,114	)		(5,545,401	)		(3,516,254	)
Balance at December 31		233,390,705			237,322,035			238,914,988