Earnings Per Common Share and Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Earnings Per Common Share and Stockholders' Equity

Earnings Per Common Share

The following table sets forth the computation of earnings per common share and earnings per common share - assuming dilution:


	Year Ended December 31,
	2021		2020		2019
	(Dollars in thousands, except per share data)
Numerator:
Net income available to common stockholders - numerator for earnings per common share	$	430,317	$	637,945	$	246,090

Denominator:
Weighted average common shares outstanding	93,860,378		92,055,035		91,139,453
Effect of dilutive securities:
Stock options and deferred compensation agreements	271,422		93,014		304,196
Restricted stock and restricted stock units	359,359		244,447		338,593
Denominator for earnings per common share - assuming dilution	94,491,159		92,392,496		91,782,242

Earnings per common share	$	4.58	$	6.93	$	2.70
Earnings per common share - assuming dilution	$	4.55	$	6.90	$	2.68

There were no options to purchase shares of our common stock outstanding excluded from the computation of diluted earnings per common share during the years ended December 31, 2021, 2020 and 2019, as the exercise price of all options outstanding was less than the average market price of our common shares for those periods.

Stockholders' Equity

On June 10, 2020, we issued 12,000 shares of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B ("Series B") with a $1.00 par value per share and a liquidation preference of $25,000 per share, for aggregate net proceeds of $290.3 million.

On November 21, 2019 we issued 16,000 shares of 5.95% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A ("Series A") with a $1.00 par value per share and a liquidation preference of $25,000 per share, for aggregate net proceeds of $388.9 million. We used a portion of the proceeds to redeem all of our floating rate subordinated debentures. See Note 12 - Subordinated Debentures for more information on the redemption of our subordinated debentures.

Dividends on the Series A and Series B preferred stock are payable on a non-cumulative basis only when, as and if declared, quarterly in arrears on the first day of March, June, September and December of each year, commencing on March 1, 2020 for Series A and on December 1, 2020 for Series B. For the year ended December 31, 2021, we paid dividends totaling $23.8 million and $19.9 million on the Series A preferred stock and Series B preferred stock, respectively. For the year ended December 31, 2020, we paid dividends totaling $24.5 million and $9.0 million on the Series A preferred stock and Series B preferred stock, respectively. The Series A and Series B preferred stock rank senior to our common stock with respect to dividends, to the extent declared, and in liquidation, to the extent of the liquidation preference. The Series A and Series B preferred stock are not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or similar provisions.

Brookfield Equity Investment

On October 18, 2020, we announced an agreement with Brookfield under which Brookfield will acquire up to a 19.9% ownership interest of common stock in the Company. The equity investment by Brookfield will take place in two stages: an initial purchase of a 9.9% equity interest at $37.00 per share which closed on November 30, 2020 with Brookfield purchasing 9,106,042 shares, and a second purchase of up to an incremental 10.0% equity interest, at the greater value of $37.00 per share or adjusted book value per share (excluding AOCI and the net impact of fair value accounting for derivatives and embedded derivatives). The second equity investment is subject to finalization of a reinsurance transaction that closed on October 8, 2021, receipt of applicable regulatory approvals and other closing conditions. Regulatory approval related to the second equity investment was received on December 29, 2021 and an additional 6,775,000 shares were issued to Brookfield at $37.33 per share in January of 2022. Brookfield also received one seat on the Company’s Board of Directors following the initial equity investment.

Share Repurchase Program

On October 18, 2020, the Company's Board of Directors approved a $500 million share repurchase program. The purpose of the share repurchase program is to both offset dilution from the issuance of shares to Brookfield and to institute a regular cash return program for shareholders. We started the buyback program on October 30, 2020 and repurchased 5.1 million shares of our common stock for $149.4 million in the open market as of December 31, 2021. On November 19, 2021, the Company's Board of Directors authorized the repurchase of an additional $500 million of Company common stock.

On November 30, 2020 we entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase an aggregate of $115 million of our common stock. Under the ASR agreement, we received an initial share delivery of approximately 3.5 million shares. The final settlement of 0.5 million shares, which was based on the volume-weighted average price of our common stock during the term of the transaction, less a discount and subject to customary adjustments, was delivered on February 25, 2021. The average price paid for shares repurchased under the ASR was $28.45 per common share. The ASR agreement was determined to be an equity contract.

As of December 31, 2021, we had repurchased approximately 9.1 million shares of our common stock at an average price of $29.04 per common share. As of December 31, 2021, we had $736 million of Company stock authorized for repurchase by the Company's Board of Directors.

Through February 25, 2022, we have repurchased approximately 11.6 million shares of our common shares at an average price of $31.78 per common share and have approximately $630 million remaining under our share repurchase program.

Treasury Stock

As of December 31, 2021, we held 9,936,715 shares of treasury stock with a carrying value of $260.6 million. As of December 31, 2020, we held 6,516,525 shares of treasury stock with a carrying value of $151.6 million.