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Stockholders' Equity | 3 Months Ended
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Mar. 31, 2020
Stockholders Equity Note [Abstract] |
Stockholders' Equity | 7. Stockholders’ Equity Common Shares Outstanding Common shares outstanding excludes treasury shares totaling 5.3 million at March 31, 2020 and 4.0 million at December 31, 2019, with a first-in-first-out cost basis of $180.9 million and $135.8 million at March 31, 2020 and December 31, 2019, respectively. Shares outstanding also excludes unvested restricted share awards totaling 1.4 million at both March 31, 2020 and December 31, 2019. Shares Issued as Consideration in Business Combination On September 20, 2019, the Company issued approximately 5.0 million shares of common stock at $38.42 as consideration in its acquisition of MidSouth. Refer to Note 2 – Business Combination for further information. Stock Buyback Program On September 23, 2019, the Company’s board of directors approved a stock buyback program that authorized the Company to repurchase up to 5.5 million shares of its common stock through the expiration date of December 31, 2020. 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 as otherwise determined by the Company in one or more transactions. The Company is not obligated to purchase any shares under this program, and the board of directors may terminate or amend the program at any time prior to the expiration date. On October 18, 2019, the Company entered into an accelerated share repurchase agreement (“ASR”) with Morgan Stanley & Co. LLC (“Morgan Stanley”) to repurchase $185 million of the Company’s common stock. Pursuant to the ASR, the Company made a $185 million payment to Morgan Stanley on October 21, 2019, 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 October 18, 2019 closing price of the Company’s common stock. The value of the remaining shares to be exchanged upon final settlement was accounted for as a forward contract until settlement. Final settlement of the ASR agreement was expected to occur as early as the second quarter of 2020 and no later than the third quarter of 2020. However, on March 18, 2020, pursuant to the terms of the ASR, the contract was settled; in the settlement, the Company received from Morgan Stanley on March 20, 2020 cash of approximately $12.1 million and a final delivery of 1.0 million shares. In January 2020, the Company repurchased 315,851 shares of its common stock at a price of $40.26 in a privately negotiated transaction. In total, the Company repurchased 4.9 million shares of the 5.5 million authorized shares under the buyback program at an average price of $37.65 per share through the ASR and a privately negotiated transaction. Refer to Part II, Item 2 of this report for tabular presentation of share repurchase activity during the three months ended March 31, 2020. The Company suspended the repurchase of shares under its stock buyback program. 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, 2018 |  | $ | (50,125 | ) |  | $ | (12,044 | ) |  | $ | (110,247 | ) |  | $ | (8,293 | ) |  | $ | — |  |  | $ | (180,709 | )
Net change in unrealized gain or loss |  |  | 46,984 |  |  |  | — |  |  |  | — |  |  |  | 9,475 |  |  |  | 784 |  |  |  | 57,243 |
Reclassification of net loss realized and included in earnings |  |  | — |  |  |  | — |  |  |  | 2,203 |  |  |  | 2,016 |  |  |  | — |  |  |  | 4,219 |
Amortization of unrealized net loss on securities transferred to HTM |  |  | — |  |  |  | 591 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 591 |
Income tax expense (benefit) |  |  | 10,623 |  |  |  | 134 |  |  |  | 498 |  |  |  | 2,598 |  |  |  | — |  |  |  | 13,853 |
Balance, March 31, 2019 |  | $ | (13,764 | ) |  | $ | (11,587 | ) |  | $ | (108,542 | ) |  | $ | 600 |  |  | $ | 784 |  |  | $ | (132,509 | )
Balance, December 31, 2019 |  | $ | 28,950 |  |  | $ | 639 |  |  | $ | (101,278 | ) |  | $ | 17,399 |  |  | $ | (434 | ) |  | $ | (54,724 | )
Net change in unrealized gain or loss |  |  | 124,018 |  |  |  | — |  |  |  | — |  |  |  | 41,476 |  |  |  | (197 | ) |  |  | 165,297 |
Reclassification of net income or loss realized and included in earnings |  |  | — |  |  |  | — |  |  |  | 1,232 |  |  |  | (864 | ) |  |  | — |  |  |  | 368 |
Amortization of unrealized net gain on securities transferred to HTM |  |  | — |  |  |  | (195 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (195 | )
Income tax expense (benefit) |  |  | 28,056 |  |  |  | (44 | ) |  |  | 279 |  |  |  | 9,189 |  |  |  | — |  |  |  | 37,480 |
Balance, March 31, 2020 |  | $ | 124,912 |  |  | $ | 488 |  |  | $ | (100,325 | ) |  | $ | 48,822 |  |  | $ | (631 | ) |  | $ | 73,266 |
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 the cash flow hedge of the variable rate loans described in Note 7 will be reclassified into income over the life of the hedge. Accumulated other comprehensive loss resulting from the terminated interest rate swaps will be amortized over the remaining maturities of the designated instruments. 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.
﻿ |  | Three Months Ended |  |  |
Amount reclassified from AOCI (a) |  | March 31, |  |  | Affected line item on
(in thousands) |  | 2020 |  |  | 2019 |  |  | the statement of income
Amortization of unrealized net loss or gain on securities transferred to HTM |  | $ | 195 |  |  | $ | (591 | ) |  | Interest income
Tax effect |  |  | (44 | ) |  |  | 134 |  |  | Income taxes
Net of tax |  |  | 151 |  |  |  | (457 | ) |  | Net income
Amortization of defined benefit pension and post-retirement items |  |  | (1,232 | ) |  |  | (2,203 | ) |  | Other noninterest expense (b)
Tax effect |  |  | 279 |  |  |  | 498 |  |  | Income taxes
Net of tax |  |  | (953 | ) |  |  | (1,705 | ) |  | Net income
Reclassification of unrealized gain (loss) on cash flow hedges |  |  | 1,569 |  |  |  | (610 | ) |  | Interest income
Tax effect |  |  | (355 | ) |  |  | 138 |  |  | Income taxes
Net of tax |  |  | 1,214 |  |  |  | (472 | ) |  | Net income
Amortization of loss on terminated cash flow hedges |  |  | (705 | ) |  |  | (1,406 | ) |  | Interest income
Tax effect |  |  | 159 |  |  |  | 318 |  |  | Income taxes
Net of tax |  |  | (546 | ) |  |  | (1,088 | ) |  | Net income
Total reclassifications, net of tax |  | $ | (134 | ) |  | $ | (3,722 | ) |  | 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 employee benefits expense (see Note 11 – Retirement Plans for additional details).
On March 27, 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 CECL for a transition period of five years. The five-year rule provides a full delay for 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 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.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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