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Stockholders' Equity
6 Months Ended
Jun. 30, 2021
Stockholders Equity Note [Abstract]  
Stockholders' Equity

7. Stockholders’ Equity

Common Shares Outstanding

Common shares outstanding excludes treasury shares totaling 4.5 million at both June 30, 2021 and December 31, 2020, with a first-in-first-out cost basis of $149.1 million and $150.7 million at June 30, 2021 and December 31, 2020, respectively. Shares outstanding also excludes unvested restricted share awards totaling 1.6 million and 1.7 million at June 30, 2021 and December 31, 2020, respectively.

Stock Buyback Program

 

On April 22, 2021, the Company’s board of directors approved a stock buyback program whereby the Company is authorized to repurchase up to 4.3 million shares of its common stock through the program’s expiration date of December 31, 2022. The program allows the Company to repurchase its common shares in the open market, by block purchase, through accelerated share repurchase programs, in privately negotiated transactions, or otherwise, in one or more transactions. The Company is not obligated to purchase any shares under this program, and the board of directors has the ability to terminate or amend the program at any time prior to the expiration date. No shares have been purchased under this buyback program.

 

Prior to its expiration date of December 31, 2020, the Company had in place a stock buyback program that authorized the repurchase of up to 5.5 million shares of its common stock. The program, as amended, allowed the Company to repurchase its common shares in the open market, by block purchase, through accelerated share repurchase programs, in privately negotiated transactions, or as otherwise determined by the Company, in one or more transactions. The Company was not obligated to purchase any shares under this program, and the board of directors had the ability to terminate or amend the program at any time prior to the expiration date. In total, the Company repurchased 4.9 million of the 5.5 million authorized shares under this buyback program at an average price of $37.65 per share.

 

The Company was party to an accelerated share repurchase (“ASR”) agreement with Morgan Stanley & Co. LLC whereby the Company made a $185 million payment to Morgan Stanley and received from Morgan Stanley an initial delivery of 3,611,870 shares of the Company’s common stock, which represented 75% of the estimated total number of shares to be repurchased, based on the closing price of the Company’s common stock on October 18, 2019. Final settlement of the ASR agreement occurred on March 18, 2020. Pursuant to the terms of the settlement, the Company received cash of approximately $12.1 million and a final delivery of 1,001,472 shares of its common stock.

 

In January 2020, the company repurchased 315,851 shares of its common stock at a price of $40.26 in a privately negotiated transaction.

Accumulated Other Comprehensive Income (Loss)

The components of Accumulated Other Comprehensive Income (Loss) and changes in those components are presented in the following table.

 



 

Available

for Sale

Securities

 

 

HTM Securities

Transferred

from AFS

 

 

Employee

Benefit Plans

 

 

Cash

Flow Hedges

 

 

Equity Method Investment

 

 

Total

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2019

 

$

28,950

 

 

$

639

 

 

$

(101,278

)

 

$

17,399

 

 

$

(434

)

 

$

(54,724

)

Net change in unrealized gain or loss

 

 

171,333

 

 

 

 

 

 

 

 

 

46,480

 

 

 

(984

)

 

 

216,829

 

Reclassification of net income or loss realized and included in earnings

 

 

 

 

 

 

 

 

2,944

 

 

 

(5,461

)

 

 

 

 

 

(2,517

)

Valuation adjustment to employee benefit plans

 

 

 

 

 

 

 

 

(10,251

)

 

 

 

 

 

 

 

 

(10,251

)

Amortization of unrealized net gain or loss on securities transferred to HTM

 

 

 

 

 

(289

)

 

 

 

 

 

 

 

 

 

 

 

(289

)

Income tax expense (benefit)

 

 

38,759

 

 

 

(65

)

 

 

(1,653

)

 

 

9,281

 

 

 

 

 

 

46,322

 

Balance, June 30, 2020

 

$

161,524

 

 

$

415

 

 

$

(106,932

)

 

$

49,137

 

 

$

(1,418

)

 

$

102,726

 

Balance, December 31, 2020

 

$

171,224

 

 

$

276

 

 

$

(125,573

)

 

$

39,511

 

 

$

(5,369

)

 

$

80,069

 

Net change in unrealized gain or loss

 

 

(96,045

)

 

 

 

 

 

 

 

 

252

 

 

 

438

 

 

 

(95,355

)

Reclassification of net income or loss realized and included in earnings

 

 

2,166

 

 

 

 

 

 

3,445

 

 

 

(12,991

)

 

 

4,468

 

 

 

(2,912

)

Valuation adjustments to pension plan attributable to VERIP and curtailment

 

 

 

 

 

 

 

 

59,606

 

 

 

 

 

 

 

 

 

59,606

 

Other valuation adjustments to employee benefit plans

 

 

 

 

 

 

 

 

(10,651

)

 

 

 

 

 

 

 

 

(10,651

)

Amortization of unrealized net gain or loss on securities transferred to HTM

 

 

 

 

 

(101

)

 

 

 

 

 

 

 

 

 

 

 

(101

)

Income tax expense (benefit)

 

 

(21,095

)

 

 

(23

)

 

 

11,774

 

 

 

(2,862

)

 

 

 

 

 

(12,206

)

Balance, June 30, 2021

 

$

98,440

 

 

$

198

 

 

$

(84,947

)

 

$

29,634

 

 

$

(463

)

 

$

42,862

 

 

 

Accumulated Other Comprehensive Income or Loss (“AOCI”) is reported as a component of stockholders’ equity. AOCI can include, among other items, unrealized holding gains and losses on securities available for sale (“AFS”), including the Company’s share of unrealized gains and losses reported by a partnership accounted for under the equity method, gains and losses associated with pension or other post-retirement benefits that are not recognized immediately as a component of net periodic benefit cost, and gains and losses on derivative instruments that are designated as, and qualify as, cash flow hedges. Net unrealized gains and losses on AFS securities reclassified as securities held to maturity (“HTM”) also continue to be reported as a component of AOCI and will be amortized over the estimated remaining life of the securities as an adjustment to interest income. Subject to certain thresholds, unrealized losses on employee benefit plans will be reclassified into income as pension and post-retirement costs are recognized over the remaining service period of plan participants. Accumulated gains or losses on cash flow hedges of variable rate loans described in Note 6 will be reclassified into income over the life of the hedge. Gains and losses within AOCI are net of deferred income taxes, where applicable.  

The following table shows the line items of the consolidated statements of income affected by amounts reclassified from AOCI.

 



 

Six Months Ended

 

 

 

Amount reclassified from AOCI (a)

 

June 30,

 

 

Affected line item on

(in thousands)

 

2021

 

 

2020

 

 

the statement of income

Loss on sale of AFS securities

 

$

(2,166

)

 

$

 

 

Securities transactions, net

Tax effect

 

 

487

 

 

 

 

 

Income taxes

Net of tax

 

 

(1,679

)

 

 

 

 

Net income

Amortization of unrealized net gain or loss or gain on securities transferred to HTM

 

 

101

 

 

 

289

 

 

Interest income

Tax effect

 

 

(23

)

 

 

(65

)

 

Income taxes

Net of tax

 

 

78

 

 

 

224

 

 

Net income

Amortization of defined benefit pension and post-retirement items

 

 

(3,445

)

 

 

(2,944

)

 

Other noninterest expense (b)

Tax effect

 

 

774

 

 

 

666

 

 

Income taxes

Net of tax

 

 

(2,671

)

 

 

(2,278

)

 

Net income

Reclassification of unrealized gain on cash flow hedges

 

 

12,991

 

 

 

6,550

 

 

Interest income

Tax effect

 

 

(2,919

)

 

 

(1,482

)

 

Income taxes

Net of tax

 

 

10,072

 

 

 

5,068

 

 

Net income

Reclassification of unrealized loss on equity method investment

 

 

(4,468

)

 

 

 

 

Noninterest income

Tax effect

 

 

 

 

 

 

 

Income taxes

Net of tax

 

 

(4,468

)

 

 

 

 

Net income

Amortization of loss on terminated cash flow hedges

 

 

 

 

 

(1,089

)

 

Interest income

Tax effect

 

 

 

 

 

246

 

 

Income taxes

Net of tax

 

 

 

 

 

(843

)

 

Net income

Total reclassifications, net of tax

 

$

1,332

 

 

$

2,171

 

 

Net income

 

(a)

Amounts in parentheses indicate reduction in net income.

(b)

These AOCI components are included in the computation of net periodic pension and post-retirement cost that is reported with other noninterest expense (see Note 11 – Retirement Plans for additional details).

 

On March 27, 2020, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation issued an interim final rule that provides an option to delay the estimated impact on regulatory capital stemming from the implementation of CECL for a transition period of five years. The five-year rule provides a full delay of the estimated impact of CECL on regulatory capital transition (0%) for the first two years, followed by a three-year transition (25% of the impact included in 2022, 50% in 2023, 75% in 2024 and 100% thereafter). The two-year delay includes the full impact of day one CECL plus the estimated impact of current CECL activity calculated quarterly as 25% of the current ACL over the day one balance (“modified transition amount”). The modified transition amount was and will be recalculated each quarter in 2020 and 2021, with the December 31, 2021 impact carrying through the remaining three years of the transition. The Company elected the five-year transition period option upon issuance of the interim final rule.