(15) STOCKHOLDERS’ EQUITY

As of December 31, 2017, 2016 and 2015 the Company’s authorized and outstanding preferred and common stock was as follows:

	No. of Shares Authorized at		No. of Shares Outstanding at December 31,
Class of Stock	December 31, 2017		2017		2016		2015		Par Value Per Share		Dividends	Voting Rights
Senior Preferred		10,000,000		—		—		—	$	1.00	As declared	Voting
10% Cumulative Preferred		900,000		—		—		—		5.00	As declared	Non-voting
Common		40,000,000		31,894,563		31,621,870		31,194,892		1.00	As declared	Voting

The following is a description of the capital stock of the Company:

(a) Senior Preferred Stock: No shares issued or outstanding. Shares may be issued with such voting, dividend, redemption, sinking fund, conversion, exchange, liquidation and other rights as shall be determined by the Company’s Board of Directors, without approval of the stockholders. The Senior Preferred Stock would have a preference over common stock as to payment of dividends, as to the right to distribution of assets upon redemption of such shares or upon liquidation of the Company.

(b) 10% Cumulative Preferred Stock: Redeemable at the Company’s option at $5.00 per share plus accumulated dividends; non-voting; cumulative dividends at the rate of 10% payable semi-annually on January 15 and July 15; no shares issued or outstanding.

In November 1999, the Company adopted a Stock Repurchase Program (the “SRP”). The SRP may be used as a means to increase earnings per share and return on equity, to purchase treasury stock for the exercise of stock options or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options, and to provide liquidity for stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases may be determined by management within the limitations of the SRP. During 2016 the SRP was amended to increase the remaining shares to be repurchased to 300,000.

The following table is a summary of the shares under the program:

	Year Ended December 31,
	2017		2016		2015
Number of shares repurchased		—		200,000		56,894
Average price of shares repurchased	$	—	$	27.62	$	29.10
Shares remaining to be repurchased		300,000		300,000		332,552

The Company’s ability to pay dividends is dependent upon dividend payments received from BancFirst. Banking regulations limit bank dividends based upon net earnings retained and minimum capital requirements. Dividends in excess of these requirements require regulatory approval. At January 1, 2018, approximately $100.8 million of the equity of BancFirst was available for dividend payments to the Company.

During any deferral period or any event of default on the Junior Subordinated Debentures, the Company may not declare or pay any dividends on any of its capital stock.

The Company and BancFirst are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (“FDIC”). These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company’s and BancFirst’s assets, liabilities, and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s financial statements. Management believes that as of December 31, 2017, the Company and BancFirst met all capital adequacy requirements to which they are subject. The actual and required capital amounts and ratios are shown in the following table:

						Required									To Be Well
						For Capital				With					Capitalized Under
						Adequacy				Capital Conservation					Prompt Corrective
	Actual					Purposes				Buffer					Action Provisions
	Amount		Ratio			Amount		Ratio		Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of December 31, 2017:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	797,015		15.62	%	$	408,234		8.00%	$	472,020		9.250	%	N/A		N/A
BancFirst		714,964		14.03	%		407,698		8.00%		471,401		9.250	%	$	509,622		10.00	%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	714,349		14.00	%	$	229,632		4.50%	$	293,418		5.750	%	N/A		N/A
BancFirst		643,298		12.62	%		229,330		4.50%		293,033		5.750	%	$	331,255		6.50	%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	745,349		14.61	%	$	306,175		6.00%	$	369,962		7.250	%	N/A		N/A
BancFirst		663,298		13.02	%		306,773		6.00%		369,476		7.250	%	$	407,698		8.00	%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	745,349		10.44	%	$	285,444		4.00%	N/A		N/A			N/A		N/A
BancFirst		663,298		9.31	%		285,101		4.00%	N/A		N/A			$	356,677		5.00	%
As of December 31, 2016:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	728,635		15.33	%	$	380,351		8.00%	$	410,066		8.625	%	N/A		N/A
BancFirst		655,620		13.80	%		379,948		8.00%		409,631		8.625	%	$	474,934		10.00	%
Common Equity Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	648,942		13.65	%	$	213,947		4.50%	$	243,662		5.125	%	N/A		N/A
BancFirst		586,927		12.36	%		213,720		4.50%		243,404		5.125	%	$	308,707		6.50	%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	679,942		14.30	%	$	285,263		6.00%	$	314,978		6.625	%	N/A		N/A
BancFirst		606,927		12.78	%		284,961		6.00%		314,644		6.625	%	$	379,948		8.00	%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	679,942		9.94	%	$	273,510		4.00%	N/A		N/A			N/A		N/A
BancFirst		606,927		8.89	%		273,152		4.00%	N/A		N/A			$	341,440		5.00	%

As of December 31, 2017, the most recent notification from the Federal Reserve Bank of Kansas City and the FDIC categorized BancFirst as “well capitalized” under the regulatory framework for prompt corrective action. The Company’s trust preferred securities have continued to be included in Tier 1 capital as the Company’s total assets do not exceed $15 billion. There are no conditions or events since the most recent notification of BancFirst’s capital category that management believes would materially change its category under capital requirements existing as of the report date.

Basel III Capital Rules

Under the Basel III Capital Rules, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019). Management believes that, as of December 31, 2017, the Company and BancFirst would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect.