Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock

At December 31, 2016, we had outstanding 3.3 million shares of 6.97 percent Cumulative Redeemable Preferred Stock, Series A (the “Series A Preferred Stock”) and 4.0 million shares of Floating-Rate Non-Cumulative Preferred Stock, Series B (the “Series B Preferred Stock”). In connection with the Spin-Off, the Company, by reason of a statutory merger, succeeded pre-Spin-Off SLM and issued Series A Preferred Stock and Series B Preferred Stock on terms substantially similar to those of pre-Spin-Off SLM’s respective series of preferred stock. Neither series has a maturity date, but can be redeemed at our option. Redemption would include any accrued and unpaid dividends for the then current quarterly dividend period (and, in the case of the Series A Preferred Stock, any prior dividend periods), up to the redemption date. The shares have no preemptive or conversion rights and are not exchangeable for any of our other securities or property. Dividends on both series are not mandatory and are paid quarterly, when, as, and if declared by the Board of Directors. Holders of Series A Preferred Stock are entitled to receive cumulative, quarterly cash dividends at the annual rate of $3.485 per share. Holders of Series B Preferred Stock are entitled to receive quarterly dividends based on 3-month LIBOR plus 170 basis points per annum in arrears. Upon liquidation or dissolution of the Company, holders of the Series A and Series B Preferred Stock are entitled to receive $50 and $100 per share, respectively, plus an amount equal to accrued and unpaid dividends for the then current quarterly dividend period (and, in the case of the Series A Preferred Stock, all prior dividend periods), pro rata, and before any distribution of assets are made to holders of our common stock.

Common Stock

Our shareholders have authorized the issuance of 1.125 billion shares of common stock (par value of $.20). At December 31, 2016, 429 million shares were issued and outstanding and 52 million shares were unissued but encumbered for outstanding stock options, restricted stock units and dividend equivalent units for employee compensation and remaining authority for stock-based compensation plans.

We did not pay common stock dividends for the years ended December 31, 2016 and 2015. Because of the carve-out accounting treatment, there were no common stock dividends recognized in the financial statements for the year ended December 31, 2014. For additional information, see Note 2, “Significant Accounting Policies — Basis of Presentation.”

We currently do not intend to initiate a publicly announced share repurchase program. We only expect to repurchase common stock acquired in connection with taxes withheld resulting from award exercises and vesting under our employee stock-based compensation plans. The following table summarizes our common share repurchases and issuances associated with these programs.

	Years Ended December 31,
(Shares and per share amounts in actuals)	2016		2015		2014
Shares repurchased related to employee stock-based compensation plans(1)	3,354,730		3,008,913		1,365,277
Average purchase price per share	$	7.83	$	9.65	$	8.93
Common shares issued(2)	5,955,045		5,873,309		2,013,805

⁽¹⁾ Comprises shares withheld from stock option exercises and vesting of restricted stock for employees’ tax withholding obligations and shares tendered by employees to satisfy option exercise costs.

⁽²⁾ Common shares issued under our various compensation and benefit plans.

The closing price of our common stock on December 30, 2016 was $11.02.