Sallie Mae 2014 Annual Report Download - page 124

SLM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, unless otherwise noted)
12. Stockholders' Equity
Preferred Stock
At December 31, 2014, 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 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, if any, 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, 2014, 423 million shares were issued and outstanding and 60 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.
Because of the carve-out accounting treatment, there were no common stock dividends recognized in these financial
statements for the years ended December 31, 2014, 2013 and 2012. 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 in connection with 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)
2014
2013
2012
Shares repurchased related to employee stock-based
compensation plans
(1)
..............................................................
1,365,277
6,365,002
4,547,785
Average purchase price per share..............................................
$
8.93
$
21.76
$
15.86
Common shares issued(2) .........................................................
2,013,805
9,702,976
6,432,643
(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 31, 2014 was $10.19.
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