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Stockholders Equity
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Stockholders Equity

NOTE 9  STOCKHOLDERS' EQUITY:

 

Preferred Equity: On September 14, 2011, the Corporation issued 2,600,000 depositary shares, each representing a 1/40th interest in a share of the Corporation's 8.00% Perpetual Preferred Stock, Series B, liquidation preference $1,000 per share (the “Series B Preferred Stock”). The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund or other obligation of the Corporation. Dividends on the Series B Preferred Stock, if declared, will be payable quarterly in arrears at a rate per annum equal to 8.00%. Dividends on the Series B Preferred Stock initially were cumulative because the Corporation's previous Articles of Incorporation required that preferred stock dividends be cumulative. During the cumulative period, the Corporation had an obligation to pay any unpaid dividends. Dividends on the Series B Preferred Stock became non-cumulative on April 24, 2012 when the Corporation's shareholders approved an amendment to the Corporation's Articles of Incorporation to eliminate the requirement that the Corporation's preferred stock dividends be cumulative. During the non-cumulative dividend period, the Corporation will have no obligation to pay dividends on the Series B Preferred Stock that were undeclared and unpaid during the cumulative dividend period. Shares of the Series B Preferred Stock have priority over the Corporation's common stock with regard to the payment of dividends and distributions upon liquidation, dissolution or winding up. As such, the Corporation may not pay dividends on or repurchase, redeem, or otherwise acquire for consideration shares of its common stock unless dividends for the Series B Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series B Preferred Stock may be redeemed by the Corporation at its option (i) either in whole or in part, from time to time, on any dividend payment date on or after the dividend payment date occurring on September 15, 2016, or (ii) in whole but not in part, at any time within 90 days following certain regulatory capital treatment events, in each case at a redemption price of $1,000 per share (equivalent to $25 per depositary share), plus any applicable dividends. Except in certain limited circumstances, the Series B Preferred Stock does not have any voting rights.

 

On July 23, 2013, the Board of Directors authorized the purchase of up to $10 million of the Corporation's Series B Preferred Stock. During 2014, the Corporation repurchased approximately 88,000 depositary shares for $2.5 million, while during 2013 the Corporation repurchased approximately 58,000 depositary shares for $1.6 million. See Part II, Item 5, “Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” for additional information on the depositary shares purchased during the fourth quarter of 2014.

 

Common Stock Warrants: In November 2008, under the Capital Purchase Program, the Corporation issued a 10-year warrant to purchase approximately 4 million shares of common stock. The Common Stock Warrants have a term of 10 years and are exercisable at any time, in whole or in part, at an exercise price of $19.77 per share (subject to certain anti-dilution adjustments). On December 6, 2011, the U.S. Department of Treasury closed an underwritten secondary public offering of the warrants, each representing the right to purchase one share of common stock, par value $0.01 per share, of the Corporation. The public offering price and the allocation of the warrants in the secondary public warrant offering by the U.S. Treasury were determined by an auction process and the Corporation received no proceeds from the public offering.

 

Subsidiary Equity: At December 31, 2014, subsidiary equity equaled $3.1 billion. See Note 18 for additional information on regulatory requirements for the Bank.

 

Stock Repurchases: The Board of Directors authorized the repurchase of up to $360 million of common stock during 2013 and 2014. During 2014, the Corporation repurchased 14.3 million shares for $259 million (or an average cost per common share of $18.12), of which, approximately 8.5 million shares were returned to authorized but unissued shares and the remaining were added to treasury stock. During 2013, the Corporation repurchased 7.7 million shares for $120 million (or an average cost per common share of $15.57), all of which were added to treasury stock. The Corporation also repurchased shares for minimum tax withholding settlements on equity compensation totaling approximately $4 million (225,000 shares at an average cost per common share of $16.50) during 2014 compared to repurchases of shares for minimum tax withholding settlements on equity compensation totaling approximately $3 million (239,000 shares at an average cost per common share of $14.00) for 2013. At December 31, 2014 the Corporation had approximately $76 million remaining under repurchase authorization previously approved by the Board of Directors. See Part II, Item 5, “Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” for additional information on the common stock purchased during the fourth quarter of 2014. The repurchase of shares will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

 

Other Comprehensive Income: See the Consolidated Statements of Comprehensive Income for a summary of activity in other comprehensive income and see Note 21 for a summary of the components of accumulated other comprehensive income (loss).