Common Shares And Stock-Based Awards Plans

12 Months Ended

Dec. 31, 2016

Note 8—Common Stock and Stock-Based Awards Plans

In December 2015, the Board of Directors approved the repurchase of up to $100.0 million of the Company’s outstanding common shares. As of December 31, 2016, the Company had $92.8 million remaining under the program to repurchase additional shares.

Share purchases may be made in the open market, in privately negotiated transactions or block transactions, at the discretion of the Company’s management and as market conditions warrant. Purchases will be funded from available cash and may be commenced, suspended or discontinued at any time without prior notice. Shares repurchased under the program are retired. During 2016, the Company repurchased a total of 2.0 million common shares for $41.9 million at an average price of $21.40 per share. During 2015, the Company repurchased a total of 3.1 million common shares for $68.4 million at an average price of $22.27 per share. During 2014, the Company repurchased a total of 1.9 million common shares for $43.8 million at an average price of $23.51 per share.

The Company’s 2010 Omnibus Incentive Compensation Plan (the 2010 Plan) authorizes, the Company, upon approval of the compensation committee of the Board of Directors, to grant a variety of awards, including stock options, restricted shares and restricted stock units (both time-based and performance-based) and other forms of equity awards, or any combination thereof, to any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company. Stock options are granted to employees with an exercise price equal to the market price of the Company’s common shares on the date of grant, generally vest over a four-year period from the date of grant and have a term of 10 years. Time-based restricted shares and restricted stock units granted to employees generally vest over a four-year period from the date of grant, subject to the continued employment of the employee by the Company. Performance-based restricted stock units generally vest over a three-year performance cycle, which includes the year of the grant, and are based upon the Company’s achievement of specified performance metrics. Awards under the 2010 Plan to non-employee directors have been in the form of restricted stock units, which vest in equal quarterly installments over a one-year period, starting on the grant date.

As of December 31, 2016, 3.9 million additional common shares were available for issuance under the Company’s 2010 Plan.

The following table summarizes activities related to the Company’s stock options:

				Weighted-
			Weighted-	Average
			Average	Remaining	Aggregate
		Number of	Exercise	Contractual	Intrinsic
(in thousands, except per share data)		Options	Price	Term (Years)		Value
	Outstanding as of December 31, 2013	3,084	$ 19.79
	Granted	378	22.94
	Exercised	(940)	20.06
	Forfeited or expired	(85)	22.61
	Outstanding as of December 31, 2014	2,437	20.07
	Granted	289	23.14
	Exercised	(114)	17.39
	Forfeited or expired	(32)	23.40
	Outstanding as of December 31, 2015	2,580	20.49
	Exercised	(928)	20.29
	Forfeited or expired	(455)	23.49
	Outstanding as of December 31, 2016	1,197	$ 19.51	5.65	$	13,154

	Exercisable as of December 31, 2016	866	$ 18.53	4.06	$	10,361

The aggregate intrinsic value in the table above is before income taxes and is calculated as the difference between the exercise price of the underlying options and the Company’s closing stock price as of the last business day of 2016 for options that had exercise prices that were below the closing price.

At December 31, 2016, 2015 and 2014, the number of options exercisable was 0.9 million, 1.8 million and 1.6 million, respectively, and the weighted-average exercise price of those options was $18.53, $20.19 and $20.32, respectively.

During 2016, the Company’s remaining outstanding restricted shares vested, and, at December 31, 2016, the Company had no restricted shares outstanding. Restricted stock units, time-based and performance-based, remain outstanding as detailed below.

The following table summarizes the activities related to the Company’s time-based restricted stock units:

			Weighted-
			Average
		Number of	Grant Date
(in thousands, except per share data)		Units	Fair Value
	Non-vested awards outstanding as of December 31, 2013	303	$ 17.48
	Granted	246	22.92
	Vested	(112)	18.34
	Forfeited	(25)	19.99
	Non-vested awards outstanding as of December 31, 2014	412	20.33
	Granted	228	23.06
	Vested	(161)	20.51
	Forfeited	(12)	21.03
	Non-vested awards outstanding as of December 31, 2015	467	21.59
	Granted	392	22.71
	Vested	(209)	21.07
	Forfeited	(125)	21.85
	Non-vested awards outstanding as of December 31, 2016	525	$ 22.57

The following table summarizes the activities related to the Company’s performance-based restricted stock units:

			Weighted-
			Average
		Number of	Grant Date
(in thousands, except per share data)		Units	Fair Value
	Non-vested units outstanding as of December 31, 2013	215	$ 16.78
	Granted⁽¹⁾	88	22.92
	Forfeited	(29)	18.52
	Non-vested units outstanding as of December 31, 2014	274	18.56
	Granted⁽¹⁾	85	22.93
	Forfeited	(53)	18.57
	Non-vested units outstanding as of December 31, 2015	306	19.77
	Granted⁽¹⁾	184	21.63
	Forfeited	(263)	19.64
	Non-vested units outstanding as of December 31, 2016	227	$ 21.43

⁽¹⁾Represents target number of units that can vest based on the achievement of the performance goals.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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