Stock and Stock-Based Compensation Plans | Stock and Stock-Based Compensation Plans Our stock-based compensation expense has included expense associated with KAR Auction Services, Inc. PRSUs, service-based restricted stock units ("RSUs"), service options, exit options, KAR LLC profit interests and Axle LLC profit interests. We have classified the KAR Auction Services, Inc. PRSUs, RSUs, service options and exit options as equity awards. The KAR LLC and Axle LLC profit interests were classified as liability awards. The main difference between a liability-classified award and an equity-classified award is that liability-classified awards are remeasured each reporting period at fair value. The compensation cost that was charged against income for all stock-based compensation plans was $11.7 million , $28.0 million and $67.2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and the total income tax benefit recognized in the consolidated statement of income for options, PRSUs and RSUs was approximately $4.4 million , $10.1 million and $5.4 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. There was no income tax benefit recognized by us with respect to the KAR LLC and Axle LLC profit interests for the year ended December 31, 2013. We did not capitalize any stock-based compensation cost in the years ended December 31, 2015 , 2014 or 2013 . The following table summarizes our stock-based compensation expense by type of award (in millions) : Year Ended December 31, 2015 2014 2013 PRSUs $ 6.1 $ 3.5 $ 0.2 RSUs 2.5 — — Service options 3.1 3.6 2.7 Exit options — 20.9 12.2 KAR LLC operating units - profit interests — — 6.1 KAR LLC value units - profit interests — — 18.4 Axle LLC operating units - profit interests — — 5.4 Axle LLC value units - profit interests — — 22.2 Total stock-based compensation expense $ 11.7 $ 28.0 $ 67.2 KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan - PRSUs, RSUs, Service Options and Exit Options We adopted the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan ("Omnibus Plan") in December 2009. The Omnibus Plan is intended to provide equity or cash-based awards to our employees. At KAR Auction Services' Annual Meeting of Stockholders in June 2014, the stockholders approved the amendment and restatement of the Omnibus Plan. As a result, the maximum number of shares that may be issued pursuant to awards under the Omnibus Plan was increased from 6.5 million to 12.5 million . The Omnibus Plan provides for the grant of options, restricted stock, stock appreciation rights, other stock-based awards and cash-based awards. PRSUs In 2015, we granted a target amount of approximately 0.2 million PRSUs to certain executive officers and management of the Company. The PRSUs vest if and to the extent that the Company's three -year adjusted earnings per share attains certain specified goals. The weighted average grant date fair value of the PRSUs was $37.03 , which was determined using the closing price of the Company's common stock on the dates of grant. In the first quarter of 2014, we granted a target amount of approximately 0.1 million PRSUs to certain executive officers of the Company. Half of the PRSUs vest three years from the grant date if and to the extent that the Company's total shareholder return relative to that of companies within the S&P 500 Index exceeds certain levels over the same period. The other half of the PRSUs vest if and to the extent that the Company's three year adjusted earnings per share attains certain specified goals. The grant date fair value of the PRSUs tied to total shareholder return was $36.54 and was developed in consultation with independent valuation specialists. The grant date fair value of the PRSUs tied to adjusted earnings per share was $30.89 , which was the closing price of the Company's common stock on the date of grant. In December 2013, we granted a target amount of approximately 0.2 million PRSUs to certain executive officers of the Company. The PRSUs vest three years from the grant date if and to the extent that the Company's total shareholder return relative to that of companies within the S&P 500 Index exceeds certain levels over the same period. The grant date fair value of the PRSUs granted in 2013 was $32.79 and was developed in consultation with independent valuation specialists. As of December 31, 2015, an estimated $9.5 million of unrecognized compensation expense related to nonvested PRSUs is expected to be recognized over a weighted average term of approximately 1.6 years. RSUs In 2015, approximately 0.3 million RSUs were granted to certain executive officers and management of the Company. The RSUs are contingent upon continued employment and vest in three equal annual installments. The fair value of RSUs is the value of the Company's common stock at the date of grant and the weighted average grant date fair value of the RSUs was $37.04 . Dividend equivalents accrue on the RSUs and are subject to the same vesting and forfeiture terms as the RSUs. The following table summarizes RSU activity, excluding dividend equivalents, under the Omnibus Plan for the year ended December 31, 2015: Restricted Stock Units Number Weighted Average Grant Date Fair Value RSUs at January 1, 2015 — N/A Granted 253,425 $ 37.04 Vested — N/A Forfeited (13,038 ) 37.02 RSUs at December 31, 2015 240,387 $ 37.04 As of December 31, 2015, there was approximately $6.4 million of unrecognized compensation expense related to nonvested RSUs which is expected to be recognized over a weighted average term of 2.2 years. Service Options In 2014 and 2013 , we granted approximately 0.9 million and 0.6 million service options, respectively, with a weighted average exercise price of $30.06 and $23.92 per share, respectively, under the Omnibus Plan. The service options have a ten year life and generally vest in four equal annual installments, commencing on the first anniversary of the respective grant dates. Exit Options The outstanding exit options granted in 2010 under the Omnibus Plan contain the same vesting criteria as the exit options noted below under the KAR Auction Services, Inc. Stock Incentive Plan. KAR Auction Services, Inc. Stock Incentive Plan - Service Options and Exit Options The Company adopted the KAR Auction Services, Inc. Stock Incentive Plan (the "Plan") in May 2007. The Plan was intended to provide equity incentive benefits to the Company's employees. The maximum number of shares that were to be issued pursuant to awards under the Plan was approximately 7.9 million . The Plan provided for the grant of incentive stock options and non-qualified stock options and restricted stock. Awards granted since the adoption of the Plan were non-qualified stock options, and no further grants will be awarded under the Plan. The Plan provided two types of stock options: service-related options, which were to vest ratably in four annual installments from the date of grant based upon the passage of time, and performance-related exit options, which were generally to become exercisable upon a change in equity control of KAR LLC. Under the exit options, in addition to the change in equity control requirement, the number of options that vest were to be determined based on the strike price and certain performance hurdles based on the Equity Sponsors and other investors' achievement of certain multiples on their original indirect equity investment in KAR Auction Services subject to a minimum internal rate of return at the time of change in equity control. All vesting criteria was subject to continued employment with KAR LLC or affiliates thereof. Options were to be granted under the Plan at an exercise price of not less than the fair market value of a share of KAR Auction Services common stock on the date of grant and have a contractual life of ten years. On December 10, 2009, in conjunction with the initial public offering, all outstanding service options became fully vested and exercisable. In addition, the vesting criteria and exercisability of the exit options were modified to become based on the price per share of our common stock, rather than vest upon the achievement of certain specified performance goals at the time of an exit event. On March 1, 2013, the board of directors approved additional amendments to the outstanding exit options that previously vested based on a 90 -day average closing price of the Company's common stock being above a stated dollar amount. Generally, such vesting terms were amended to require that the average closing price over a period of 90 trading days be greater than a specified dollar amount to instead requiring that the closing price be greater than the specified dollar amount over a period of 20 consecutive trading days. As a result of this change, effective on March 1, 2013, approximately 1.4 million of such exit options became vested. The incremental expense related to the modification was approximately $0.8 million . On November 6, 2013, another modification occurred stating that upon an exit event, exercisable stock option awards would not be canceled in exchange for cash and unexercisable options would not be canceled and forfeited, as specified in the Plan. As a result of the modification, there was no incremental compensation expense for the vested service and exit options under the Plan. The fair value of the vested service and exit options immediately before and immediately after the modification both approximated the intrinsic value of the respective options. However, the modification resulted in incremental compensation expense for the unvested exit options of approximately $32.6 million , which was recognized through December 31, 2014. The exit options granted under the Plan and the Omnibus Plan vested as follows: Amount Vested Vesting Conditions Vested & Exercisable Date 25% of exit options vested and became exercisable when (i) the fair market value of Company common stock exceeded $20.00 March 2013 An additional 25% of exit options vested and became exercisable when (i) the fair market value of Company common stock exceeded $25.00 August 2013 An additional 25% of exit options vested and became exercisable when (i) the fair market value of Company common stock exceeded $30.00 March 2014 An additional 25% of exit options vested and became exercisable when (i) the fair market value of Company common stock exceeds $35.00 March 2015 Axle Holdings, Inc. Stock Incentive Plan - Service Options and Exit Options Prior to 2007, IAA was a subsidiary of Axle Holdings, Inc. ("Axle Holdings"), which in turn was a subsidiary of Axle LLC. Axle Holdings maintained the Axle Holdings, Inc. Stock Incentive Plan to provide equity incentive benefits to the IAA employees. Under the Axle Holdings plan, service options and exit options were awarded. The service options vested in three equal annual installments from the grant date based upon service with Axle Holdings and its subsidiaries. The exit options vested upon a change in equity control of Axle LLC. The options (service and exit) to purchase shares of Axle Holdings, Inc. stock have been converted into options (service and exit) to purchase shares of KAR Auction Services; these converted options have the same terms and conditions as were applicable to the options to purchase shares of Axle Holdings, Inc. The converted options are included in the KAR Auction Services, Inc. service option table and exit option table below. On December 10, 2009, in conjunction with the initial public offering, all outstanding service options became fully vested and exercisable. In addition, the vesting criteria and exercisability of the exit options were modified to become based on the price per share of our common stock, rather than vest upon the achievement of certain specified performance goals at the time of an exit event. On March 1, 2013, the board of directors approved additional amendments to the outstanding exit options that previously vested based on a 90 -day average closing price of the Company's common stock being above a stated dollar amount. Generally, such vesting terms were amended to require that the average closing price over a period of 90 trading days be greater than a specified dollar amount to instead requiring that the closing price be greater than the specified dollar amount over a period of 20 consecutive trading days. The incremental expense related to the modification was approximately $0.1 million . All of the compensation expense related to the Axle Holdings service options and exit options has been recognized. The exit options originally granted under the Axle Holdings, Inc. Stock Incentive Plan vested as follows: Amount Vested Vesting Conditions Vested & Exercisable Date 25% of exit options vested and became exercisable when (i) the fair market value of Company common stock exceeded $16.01 May 2011 An additional 25% of exit options vested and became exercisable when (i) the fair market value of Company common stock exceeded $19.21 January 2013 An additional 25% of exit options vested and became exercisable when (i) the fair market value of Company common stock exceeded $22.41 May 2013 An additional 25% of exit options vested and became exercisable when (i) the fair market value of Company common stock exceeded $25.62 August 2013 Service Options Summary The following table summarizes service option activity under the Omnibus Plan and the Plan for the year ended December 31, 2015 : Service Options Number Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at January 1, 2015 2,744,907 $ 20.58 Granted — N/A Exercised (510,769 ) 15.63 Forfeited (69,973 ) 24.33 Canceled (836 ) 26.87 Outstanding at December 31, 2015 2,163,329 $ 21.66 6.6 years $ 33.3 Exercisable at December 31, 2015 1,218,960 $ 17.17 5.6 years $ 24.2 The intrinsic value presented in the table above represents the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2015 . The intrinsic value changes continuously based on the fair value of our stock. The market value is based on KAR Auction Services' closing stock price of $37.03 on December 31, 2015 . The total intrinsic value of service options exercised during the years ended December 31, 2015 , 2014 and 2013 was $11.0 million , $12.4 million and $12.8 million , respectively. The fair value of all vested and exercisable service options at December 31, 2015 and 2014 was $45.1 million and $36.4 million , respectively. As of December 31, 2015 , there was approximately $3.9 million of unrecognized compensation expense related to nonvested service options which is expected to be recognized over a weighted average term of 2.0 years. Service options have been accounted for as equity awards and, as such, compensation expense was measured based on the fair value of the award at the date of grant and recognized over the four year service periods, using the straight-line attribution method. The weighted average fair value of the service options granted was $6.37 per share and $4.98 per share for the years ended December 31, 2014 and 2013, respectively. The fair value of service options granted was estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions: Assumptions 2014 2013 Risk-free interest rate 1.80% - 1.915% 0.535% - 0.985% Expected life 6.25 years 4 years Expected volatility 30.0 % 35.0 % Dividend yield 3.24% - 3.45% 2.95% - 3.62% Risk-free interest rate —This is the yield on U.S. Treasury Securities posted at the date of grant (or date of modification) having a term equal to the expected life of the option. An increase in the risk-free interest rate will increase compensation expense. Expected life—years —This is the period of time over which the options granted are expected to remain outstanding. Options granted by KAR Auction Services have a maximum term of ten years. An increase in the expected life will increase compensation expense. Expected volatility —Actual changes in the market value of stock are used to calculate the volatility assumption. Based on the Company's limited time as a publicly traded company, the expected volatility used was determined based on a combination of historical volatility, the volatility of selected comparable companies and other relevant factors. An increase in the expected volatility will increase compensation expense. Dividend yield —This is the annual rate of dividends per share over the exercise price of the option. An increase in the dividend yield will decrease compensation expense. Exit Options Summary The following table summarizes exit option activity under the Omnibus Plan and the Plan for the year ended December 31, 2015 : Exit Options Number Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at January 1, 2015 3,133,553 $ 10.83 Granted — N/A Exercised (1,322,129 ) 10.17 Forfeited (2,996 ) 12.25 Canceled — N/A Outstanding at December 31, 2015 1,808,428 $ 11.27 2.6 years $ 46.6 Exercisable at December 31, 2015 1,808,428 $ 11.27 2.6 years $ 46.6 The intrinsic value presented in the table above represents the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2015 . The intrinsic value changes continuously based on the fair value of our stock. The market value is based on KAR Auction Services' closing stock price of $37.03 on December 31, 2015 . The total intrinsic value of exit options exercised during the years ended December 31, 2015 , 2014 and 2013 was $35.9 million , $30.8 million and $20.6 million , respectively. The fair value of all vested and exercisable exit options at December 31, 2015 and 2014 was $67.0 million and $62.8 million , respectively. The requisite service period and the fair value of the exit options were developed in consultation with independent valuation specialists. The original time horizons over which our stock price was projected to achieve the market conditions noted in the above tables ranged from 1.2 years to 3.9 years. As a result, compensation expense was originally recognized over the derived service periods ranging from 1.2 years to 3.9 years. In connection with the modifications in 2013, incremental compensation expense was recognized over a new derived service period which ended December 31, 2014. As of December 31, 2014, all of the compensation expense related to the exit options was recognized. Axle LLC Profit Interests Axle LLC maintained two types of profit interests, operating units and value units, which were held by certain designated employees of IAA. A total of 191,152 operating units and 382,304 value units were maintained by Axle LLC. The service requirement for the operating units was fulfilled during 2008 and the operating units were fully vested from that time. The operating units were accounted for as liability awards and as such, compensation expense related to the operating units was recognized using the graded-vesting attribution method. A portion of the value units vested upon a change in equity control of Axle LLC, as defined by the Axle LLC operating agreement. The number of value units that were eligible for a cash distribution was determined based on the strike price and certain performance hurdles based on the Equity Sponsors and other investors' achievement of certain multiples on their original indirect equity investment in Axle Holdings subject to a minimum internal rate of return at the time of distribution. The Company did not record compensation expense related to the value units until it became probable that an exit event (for example, a sale of all of the Equity Sponsors stock) would occur. As such, no compensation expense was recorded for the value units prior to 2013. All of the compensation expense related to the Axle LLC operating units and value units was recognized and paid as of December 31, 2013. KAR LLC Profit Interests Prior to December 10, 2009, KAR LLC owned 100% of the outstanding shares of KAR Auction Services. The KAR LLC operating agreement provided for profit interests in KAR LLC to be granted and held by certain designated employees of the Company. Two types of profit interests were created by the KAR LLC operating agreement: (1) operating units, which vested in four equal installments from the grant date and (2) value units, which were eligible for distributions upon attaining certain performance hurdles. A total of 121,046 operating units and 363,139 value units were maintained by KAR LLC. The service requirement for the operating units was fulfilled during 2011 and the operating units were fully vested from that time. The operating units were accounted for as liability awards and as such, compensation expense related to the operating units was recognized using the straight-line attribution method. The compensation expense of KAR LLC, which was for the benefit of Company employees, resulted in a capital contribution from KAR LLC to the Company and compensation expense for the Company. A portion of the value units vested in connection with KAR LLC's sale of its shares in KAR Auction Services. The number of value units that were eligible for a cash distribution was determined based on the strike price and certain performance hurdles based on the Equity Sponsors and other investors' achievement of certain multiples on their original indirect equity investment in KAR Auction Services subject to a minimum internal rate of return at the time of distribution. The Company did not record compensation expense related to the value units until it became probable that the performance conditions associated with the value units would be achieved. As such, no compensation expense was recorded for the value units prior to the achievement of the performance conditions in 2013. All of the compensation expense related to the KAR LLC operating units and value units was recognized and paid as of December 31, 2013. KAR Auction Services, Inc. Employee Stock Purchase Plan A maximum of 1,000,000 shares of our common stock have been reserved for issuance under the KAR Auction Services, Inc. Employee Stock Purchase Plan ("ESPP"). At December 31, 2015 , 644,439 shares remain available for purchase under the ESPP. The ESPP provides for one month offering periods with a 15% discount from the fair market value of a share on the date of purchase. In accordance with ASC 718, Compensation—Stock Compensation , the entire 15% purchase discount is recorded as compensation expense. A participant's combined payroll deductions and cash payments in the ESPP may not exceed $25,000 per year. Share Repurchase Program In October 2014, the board of directors authorized a repurchase of up to $300 million of the Company’s outstanding common stock, par value $0.01 per share, through October 28, 2016 . Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions. As of December 31, 2015 , we had repurchased and retired a total of 744,900 shares of common stock in the open market at a weighted average price of $37.04 per share. In August 2015, as part of the authorized program to repurchase common stock noted above, the Company entered into an accelerated share repurchase agreement under which it paid $200 million for an initial delivery of approximately 4.6 million shares of its common stock. The initial delivery of shares represented 90% of the shares anticipated to be repurchased based on current market prices at that time. The initial delivery of shares also resulted in an immediate reduction in the number of shares used to calculate the weighted average common shares outstanding for basic and diluted net income per share. The Company settled the accelerated share repurchase agreement in January 2016 and received approximately 0.8 million additional shares of its common stock based on an adjusted volume weighted average price of its stock over the period. In total, 5,413,274 shares were repurchased under the accelerated share repurchase agreement at an average repurchase price of $36.95 per share. |