Stockholders' Equity | Stockholders’ Equity Repurchase of Common Stock On August 2, 2021, the Board of Directors approved a new share repurchase program of $1.0 billion. This current program has no expiration date and replaced all previous authorizations. As of September 30, 2022, there was $616.4 million remaining under the current authorized program. Share repurchases made prior to August 2, 2021 were under previous Board of Directors share repurchase authorizations, specifically the $1.5 billion authorization made in July 2015, the $1.5 billion authorization made in March 2017 and the $1.0 billion authorization made in May 2018. During the three and nine months ended September 30, 2022, we repurchased 614,190 and 4,527,887 shares, for approximately $30.0 million and $280.1 million, with an average share price of $48.81 and $61.86, respectively. During the three and nine months ended September 30, 2021, we repurchased 527,058 and 6,585,112 shares, for approximately $29.9 million and $327.7 million, with an average share price of $56.75 and $49.77, respectively. Cash outlay for share repurchases during the nine months ended September 30, 2021 also includes $1.6 million for 35,100 shares purchased in the fourth quarter 2020 and settled in the first quarter 2021. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and pursuant to the share repurchase program previously authorized by our Board of Directors. Dividends On February 25, 2022, our Board of Directors declared a quarterly cash dividend of $0.20 per common share, or $29.4 million, which was paid on March 25, 2022, to stockholders of record at the close of business on March 11, 2022. On May 26, 2022, our Board of Directors declared a quarterly cash dividend of $0.20 per common share, or $29.2 million, which was paid on June 24, 2022, to stockholders of record at the close of business on June 10, 2022. On August 16, 2022, our Board of Directors declared a quarterly cash dividend of $0.20 per common share, or $29.0 million, which was paid on September 23, 2022, to stockholders of record at the close of business on September 9, 2022. On October 18, 2022, our Board of Directors declared a quarterly cash dividend of $0.20 per common share, which will be paid on December 16, 2022, to stockholders of record at the close of business on December 2, 2022. The dividends paid during the nine months ended September 30, 2022 were recorded as a reduction to cash and cash equivalents and retained earnings on our Condensed Consolidated Balance Sheets. Our credit facility and our senior notes contain covenants that restrict our ability to declare or pay dividends. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our Condensed Consolidated Statements of Operations. There is no guarantee that our Board of Directors will declare any future dividends. Share-based Compensation In 2014, the Board of Directors adopted, and our stockholders approved, the 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”). Under the Omnibus Incentive Plan, the maximum number of shares of Common Stock authorized was 4,250,000, plus total shares available to be issued as of May 22, 2014 under the 2002 Directors Stock Plan and the 2005 Contingent Stock Plan (collectively, the “Predecessor Plans”). The Omnibus Incentive Plan replaced the Predecessor Plans and no further awards were granted under the Predecessor Plans. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units known as PSU awards, other stock awards and cash awards to officers, non-employee directors, key employees, consultants and advisors. In 2018, the Board of Directors adopted, and our shareholders approved, an amendment and restatement to the Omnibus Incentive Plan. The amendment added 2,199,114 shares of common stock to the share pool previously available under the Omnibus Incentive Plan. Additionally, in 2021, the Board of Directors adopted, and our shareholders approved, an additional amendment and restatement to the Omnibus Incentive Plan. The amended plan added 2,999,054 shares of common stock to the share pool previously available under the Omnibus Incentive Plan. We record share-based incentive compensation expense in selling, general and administrative expenses and cost of sales on our Condensed Consolidated Statements of Operations for both equity-classified and liability-classified awards. We record a corresponding credit to additional paid-in capital within stockholders’ equity for equity-classified awards, and to either other current liabilities or other non-current liabilities for liability-classified awards based on the fair value of the share-based incentive compensation awards at the date of grant. Total expense for the liability-classified awards continues to be remeasured to fair value at the end of each reporting period. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the program. The number of PSUs earned may equal, exceed or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed or not met. The table below shows our total share-based incentive compensation expense: Three Months Ended Nine Months Ended (In millions) 2022 2021 2022 2021 Total share-based incentive compensation expense (1) $ 12.7 $ 10.6 $ 41.3 $ 34.4 (1) The amounts presented above do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock, however, the amounts include the expense related to share-based awards that are settled in cash. Performance Share Units (“PSU”) Awards During the first 90 days of each year, the Organization and Compensation (“O&C”) Committee of our Board of Directors approves PSU awards for our executive officers and other selected employees, which include for each participant a target number of shares of common stock and the performance goals and measures that will determine the percentage of the target award that is earned following the end of the three three 2022 Three During the first quarter 2022, the O&C Committee approved awards with a three The target number of PSUs granted and the grant date fair value of the PSUs are shown in the following table: Adjusted EBITDA CAGR ROIC February 24, 2022 grant date Number of units granted 72,308 72,308 Fair value on grant date (per unit) $ 70.92 $ 70.92 March 1, 2022 grant date Number of units granted 16,766 16,766 Fair value on grant date (per unit) $ 69.71 $ 69.71 The assumptions used to calculate the grant date fair value of the PSUs are shown in the following table: February 24, 2022 March 1, 2022 Expected price volatility 37.4 % 37.7 % Risk-free interest rate 1.7 % 1.5 % 2019 Three In February 2022, the O&C Committee reviewed the performance results for the 2019-2021 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA margin, ROIC and the Company's TSR ranking relative to a group of peer companies. Based on overall performance for 2019-2021 PSUs, these awards paid out at 132.5% of target or 274,296 units. Of this, 110,529 units were withheld to cover employee tax withholding and 2,478 units were designated as cash-settled awards, resulting in net share issuances of 161,289. Chief Operating Officer (COO) and Chief Executive Officer-Designate 2017 New Hire Equity Awards (Amended) On September 18, 2017, Edward L. Doheny II started with the Company as Chief Operating Officer and Chief Executive Officer-Designate. Under the terms of his agreement, Mr. Doheny was granted two new-hire equity awards, one of which was a performance-vesting award for 70,000 shares. On December 10, 2020, the Company entered a subsequent agreement with Mr. Doheny, which, among other things, amended the terms of the performance-vesting new hire award. Half of the award, or 35,000 shares, was converted to an award of time-vesting restricted stock units, which required Mr. Doheny to remain in service with the Company through September 18, 2022. The remaining half of the award, or 35,000 shares, remained performance-vesting, subject to the original performance conditions, but measured as of September 18, 2022 which required that either (i) the Company’s cumulative total stockholder return for January 1, 2018 through September 18, 2022 be in the top 33% of its peers (using the same peers and methodology under the Company’s performance stock unit (PSU) awards) and the Company’s stock price as of September 18, 2022 equaled at least $60.00 per share, or (ii) the Company’s stock price as of September 18, 2022 equaled at least $75.00 per share. The Letter Agreement provided that the stock price as of September 18, 2022 for this purpose would be determined using a 30-day arithmetic mean of closing prices up to, and including, September 18, 2022. In October 2022, the O&C Committee reviewed the performance results of such performance-vesting new hire award as amended and determined that the performance requirements were not met. As a result, the award paid out at 0% and was forfeited. |