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Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of Cash Dividends Paid

The following table shows our total cash dividends paid in the years ended December 31:

 

 

 

 

 

 

 

Total Cash Dividends

 

(In millions, except per share amounts)

 

Total Cash

Dividends Paid

 

 

Paid Per Common Share

 

2014

 

$

110.9

 

 

$

0.52

 

2015

 

 

106.8

 

 

 

0.52

 

2016

 

 

121.6

 

 

 

0.61

 

Total

 

$

339.3

 

 

 

 

 

 

Summary of Changes in Common Stock and Common Stock in Treasury

The following is a summary of changes during the years ended December 31, in shares of our common stock and common stock in treasury:

 

 

 

2016

 

 

2015

 

 

2014

 

Changes in common stock:

 

 

 

 

 

 

 

 

 

 

 

 

Number of shares, beginning of year

 

 

225,625,636

 

 

 

224,683,653

 

 

 

205,707,580

 

Shares issued for Grace Settlement

 

 

 

 

 

 

 

 

18,000,000

 

Restricted stock shares issued for new

   awards under the Omnibus Incentive

   Plan and 2005 Contingent Stock Plan

 

 

481,834

 

 

 

419,844

 

 

 

572,089

 

Restricted stock shares, forfeited

 

 

(89,699

)

 

 

(185,056

)

 

 

 

Shares issued for vested restricted stock units

 

 

179,826

 

 

 

172,071

 

 

 

136,197

 

Shares issued for 2012 President and

   Chief Operating Officer (COO)

   Four-Year Award

 

 

325,000

 

 

 

 

 

 

 

Shares issued for 2013 Three-Year

   PSU Awards

 

 

1,074,017

 

 

 

 

 

 

 

Shares issued for 2012 Three-Year

   PSU Awards

 

 

 

 

 

442,985

 

 

 

 

Shares issued for 2011 Three-Year

   PSU Awards

 

 

 

 

 

 

 

 

145,597

 

Shares issued for SLO Awards

 

 

20,587

 

 

 

71,893

 

 

 

101,062

 

Shares granted and issued under the

   Omnibus Incentive Plan and Directors

   Stock Plan to Directors

 

 

21,537

 

 

 

20,246

 

 

 

21,128

 

Number of shares issued, end of year

 

 

227,638,738

 

 

 

225,625,636

 

 

 

224,683,653

 

Changes in common stock in

   treasury:

 

 

 

 

 

 

 

 

 

 

 

 

Number of shares held, beginning of

   year

 

 

29,612,337

 

 

 

14,151,759

 

 

 

9,508,908

 

Repurchase of common stock

 

 

4,680,313

 

 

 

16,123,111

 

 

 

5,427,432

 

Profit sharing contribution paid in stock

 

 

(830,613

)

 

 

(787,463

)

 

 

(965,238

)

Restricted stock shares forfeitures

   transferred to Omnibus Incentive

   Plan Reserve

 

 

 

 

 

(75,638

)

 

 

 

Restricted stock shares, forfeited

 

 

(1,813

)

 

 

 

 

 

106,220

 

Shares withheld for taxes

 

 

696,131

 

 

 

200,568

 

 

 

74,437

 

Number of shares held, end of year

 

 

34,156,355

 

 

 

29,612,337

 

 

 

14,151,759

 

Number of common stock outstanding,

   end of year

 

 

193,482,383

 

 

 

196,013,299

 

 

 

210,531,894

 

 

Summarizes the Company's Pre-tax Share-based Incentive Compensation Expense and Income Tax Benefit

The following table summarizes the Company’s pre-tax share-based incentive compensation expense and related income tax benefit for the years ended December 31, 2016, 2015 and 2014 related to the Company’s PSU awards, SLO awards and restricted stock awards.

 

(in millions)

 

2016

 

 

2015

 

 

2014

 

2016 Three-year PSU Awards

 

$

6.3

 

 

$

 

 

$

 

2016 President & CEO Inducement Award

 

 

0.5

 

 

 

 

 

 

 

2015 Three-year PSU Awards

 

 

3.5

 

 

 

4.7

 

 

 

 

2014 Special PSU Awards(1)

 

 

8.8

 

 

 

15.7

 

 

 

11.8

 

2014 Three-year PSU Awards

 

 

4.9

 

 

 

7.0

 

 

 

6.8

 

2013 Three-year PSU Awards

 

 

 

 

 

4.7

 

 

 

8.2

 

2012 Three-year PSU Awards

 

 

 

 

 

 

 

 

1.8

 

2013 WVH Incentive Compensation(2)

 

 

 

 

 

 

 

 

1.3

 

2012 President & COO Four-year Incentive

   Compensation(3)

 

 

0.2

 

 

 

0.3

 

 

 

0.4

 

SLO Awards

 

 

2.5

 

 

 

3.7

 

 

 

4.6

 

Other long-term share-based incentive compensation

   programs(4)

 

 

36.2

 

 

 

25.1

 

 

 

19.2

 

Total share-based incentive compensation expense(5)

 

$

62.9

 

 

$

61.2

 

 

$

54.1

 

Associated tax benefits recognized

 

$

19.7

 

 

$

18.6

 

 

$

15.7

 

 

  

(1)

The amount does not include expense related to the 2014 Special PSU awards that will be settled in cash of $1.6 million in the year ended December 31, 2016.

(2)

On February 28, 2013, the Organization and Compensation Committee of our Board of Directors (“O&C Committee”) approved a change in the vesting policy regarding the existing 2011 Three-year PSU Awards, and the newly granted 2013 three-year PSU Awards, for William V. Hickey, our former Chairman and Chief Executive Officer. The approved change will result in the full vesting of the awards, rather than a pro-rata portion vesting as of the date of his retirement (May 16, 2013). Mr. Hickey’s awards will still be subject to the performance metrics stipulated in the plan documents, and will be paid-out in accordance with the original planned timing. As a result of these approved changes, the expense related to these awards was accelerated and recognized over the applicable service period up until the date of his retirement.

(3)

The amount includes only the two initial performance-based equity awards. See below for further detail.

(4)

The amount includes the expenses associated with the restricted stock awards consisting of restricted stock shares, restricted stock units and cash-settled restricted stock unit awards.

(5)

The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock as these contributions are not considered share-based incentive compensation.

Schedule of Vested Restricted Stock

A summary of the Company’s fair values of its vested restricted stock shares and restricted stock units are shown in the following table:

 

(In millions)

 

2016

 

 

2015

 

 

2014

 

Fair value of restricted stock shares vested

 

$

10.0

 

 

$

10.2

 

 

$

7.6

 

Fair value of restricted stock units vested

 

$

5.2

 

 

$

3.0

 

 

$

3.2

 

 

Summary of Assumptions Used to Calculate the Grant Date Fair Value

The assumptions used to calculate the grant date fair value of the performance-vesting Inducement Award are shown in the following table:

 

 

 

2016 Performance-vesting Inducement Award

 

Fair value on grant date

 

$

12.55

 

Expected price volatility

 

 

24.60

%

Risk-free interest rate

 

 

0.92

%

 

Restricted Stock and Restricted Stock Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Unvested Restricted Stock and Restricted Stock Unit

The following table summarizes activity for unvested restricted stock and restricted stock units for 2016:

 

 

 

Restricted stock shares

 

 

Restricted stock units

 

 

 

Shares

 

 

Weighted-Average per Share Fair Value on Grant Date

 

 

Aggregate

Intrinsic

Value (in millions)

 

 

Shares

 

 

Weighted-Average per Share Fair Value on Grant Date

 

 

Aggregate

Intrinsic

Value (in millions)

 

Non-vested at December 31,

   2015

 

 

1,269,775

 

 

$

35.09

 

 

 

 

 

 

 

882,449

 

 

$

35.93

 

 

 

 

 

Granted

 

 

481,834

 

 

$

44.16

 

 

 

 

 

 

 

428,595

 

 

$

43.37

 

 

 

 

 

Vested

 

 

(351,235

)

 

$

28.38

 

 

$

16.3

 

 

 

(179,826

)

 

$

28.97

 

 

$

8.3

 

Forfeited or expired

 

 

(87,886

)

 

$

36.43

 

 

 

 

 

 

 

(29,774

)

 

$

30.56

 

 

 

 

 

Non-vested at December 31,

   2016

 

 

1,312,488

 

 

$

40.13

 

 

 

 

 

 

 

1,101,444

 

 

$

40.11

 

 

 

 

 

 

Schedule of Unrecognized Compensation Cost

 

A summary of the Company’s unrecognized compensation cost and weighted average periods over which the compensation cost is expected to be recognized for its non-vested restricted stock shares and restricted stock units are shown in the following table:

 

(In millions)

 

Unrecognized Compensation Costs

 

 

Weighted Average to be recognized (in years)

 

Restricted Stock shares

 

$

22.9

 

 

 

1.2

 

Restricted Stock units

 

$

18.8

 

 

 

1.1

 

 

PSU Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of Number of PSUs Granted Based on Adjusted EBITDA and Grant Date Fair Value

The number of PSUs granted based on Adjusted EBITDA and the grant date fair value are shown in the following table:

 

 

 

2016

 

 

2015

 

 

2014

 

Number of units granted

 

 

165,391

 

 

 

158,964

 

 

 

239,851

 

Weighted average fair value on grant

   date

 

$

43.10

 

 

$

46.05

 

 

$

32.72

 

 

Summary of Assumptions Used to Calculate the Grant Date Fair Value Based on Total Shareholder Return

The number of PSUs granted based on total shareholder return and the assumptions used to calculate the grant date fair value of the PSUs based on total shareholder return are shown in the following table:

 

 

 

2016

 

 

2015

 

 

2014

 

Number of units granted

 

 

124,755

 

 

 

65,796

 

 

 

129,150

 

Weighted average fair value on grant

   date

 

$

57.14

 

 

$

59.91

 

 

$

43.13

 

Expected Price volatility

 

 

26.50

%

 

 

29.90

%

 

 

32.90

%

Risk-free interest rate

 

 

0.98

%

 

 

1.05

%

 

 

0.63

%

 

Summary of Estimated Earned Payout

The following table includes additional information related to estimated earned payout based on the probable outcome of the performance condition and market condition as of December 31, 2016:

 

 

 

Estimated

Payout %

 

 

 

 

Adjusted EBITDA

 

 

TSR

 

 

Combined

 

 

2016 Three-year PSU Awards

 

 

100

%

 

 

100

%

 

 

100

%

 

2015 Three-year PSU Awards

 

 

100

%

 

 

168

%

 

 

124

%

 

2014 Three-year PSU Awards

 

 

200

%

 

 

188

%

 

 

196

%

 

 

Summary of Activity for Outstanding Three-year PSU Awards

The following table summarizes activity for outstanding Three-year PSU awards (excluding 2014 Special PSU Award) for 2016:

 

 

 

Shares

 

 

Aggregate

Intrinsic

Value (in millions) (2)

 

 

Outstanding at December 31, 2015

 

 

1,081,445

 

 

 

 

 

 

Granted(1)

 

 

290,146

 

 

 

 

 

 

Converted

 

 

(537,009

)

 

$

46.6

 

 

Forfeited or expired

 

 

(6,870

)

 

 

 

 

 

Outstanding at December 31, 2016

 

 

827,712

 

 

 

 

 

 

Fully vested at December 31, 2016

 

 

374,267

 

 

$

17.0

 

 

 

  

(1)

This represents the target number of performance units granted.  Actual number of PSUs earned, if any, is dependent upon performance and may range from 0% to 200% percent of the target.

(2)

The aggregate intrinsic value is based on the actual number of PSUs earned and vested at December 31, 2015 which were issued in February 2016.

Summary of Activity for Non-Vested PSUs Awards

The following table summarizes activity for non-vested Three-year PSU awards (excluding 2014 Special PSU Award) for 2016:

 

 

 

Shares

 

 

Weighted-Average per Share Fair Value on Grant Date

 

Non-vested at December 31, 2015

 

 

550,005

 

 

$

41.99

 

Granted

 

 

290,146

 

 

$

49.14

 

Vested

 

 

(374,267

)

 

$

38.13

 

Forfeited or expired

 

 

(6,870

)

 

$

49.14

 

Non-vested at December 31, 2016

 

 

459,014

 

 

$

49.55

 

 

Three-year PSU Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Unrecognized Compensation Cost

A summary of the Company’s unrecognized compensation cost for three-year PSU awards at the current estimated earned payout based on the probable outcome of the performance condition and weighted average periods over which the compensation cost is expected to be recognized as shown in the following table:

 

(In millions)

 

Unrecognized Compensation Costs

 

 

Weighted Average to be recognized (in years)

 

2016 Three-year PSU Awards

 

$

7.7

 

 

 

2.0

 

2015 Three-year PSU Awards

 

$

3.0

 

 

 

1.0

 

2014 Three-year PSU Awards

 

$

 

 

 

 

 

Schedule of Fair Value of Vested for Three-year PSU Awards

A summary of the Company’s fair value for its vested three-year PSU awards is shown in the following table:

 

(In millions)

 

2016

 

 

2015

 

 

2014

 

Fair value of three-year PSU awards

   vested

 

$

14.3

 

 

$

20.1

 

 

$

5.9

 

 

Omnibus Incentive Plan and Predecessor Plans [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of Changes in Common Shares Available for Awards under Omnibus Plan and Predecessor Plans

A summary of the changes in common shares available for awards under the Omnibus Incentive Plan and Predecessor Plans follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

2015

 

 

2014

 

Number of shares available, beginning of

   year

 

 

7,694,739

 

 

 

8,775,994

 

 

 

5,676,699

 

Newly registered shares under Omnibus

   Incentive Plan

 

 

 

 

 

 

 

 

4,250,000

 

Restricted stock shares issued for new awards

   under the Omnibus Incentive Plan and 2005

   Contingent Stock Plan

 

 

(481,834

)

 

 

(419,844

)

 

 

(572,089

)

Restricted stock shares forfeited

 

 

87,886

 

 

 

185,056

 

 

 

106,220

 

Restricted stock units awarded

 

 

(428,595

)

 

 

(300,085

)

 

 

(431,987

)

Restricted stock units forfeited

 

 

29,774

 

 

 

38,100

 

 

 

9,800

 

Shares issued for 2012 President and

   COO Four-Year Award

 

 

(325,000

)

 

 

 

 

 

 

Shares issued for 2013 Three-Year

   PSU Awards

 

 

(1,074,017

)

 

 

 

 

 

 

Shares issued for 2012 Three-year PSU

   Awards

 

 

 

 

 

(442,985

)

 

 

 

Shares issued for 2011 Three-year PSU

   Awards

 

 

 

 

 

 

 

 

(145,597

)

Restricted stock shares issued for SLO

   Awards

 

 

 

 

 

 

 

 

(96,773

)

Restricted stock units awarded for SLO

   Awards

 

 

(81,614

)

 

 

(134,078

)

 

 

(48,528

)

SLO units forfeited

 

 

 

 

 

13,752

 

 

 

 

Director shares granted and issued

 

 

(18,022

)

 

 

(20,246

)

 

 

(21,128

)

Director units granted and deferred(1)

 

 

(17,447

)

 

 

(925

)

 

 

(20,444

)

Shares withheld for taxes(2)

 

 

696,131

 

 

 

 

 

 

69,821

 

Number of shares available, end of year (3)

 

 

6,082,001

 

 

 

7,694,739

 

 

 

8,775,994

 

 

  

(1)

Director units granted and deferred include the impact of share-settled dividends earned and deferred on deferred shares.

(2)

The Omnibus Incentive Plan and 2005 Contingent Stock Plan permit “minimum” withholding of taxes and other charges that may be required by law to be paid attributable to awards by withholding a portion of the shares attributable to such awards.

(3)

The above table excludes approximately 3.3 million of contingently issuable shares under the PSU awards and SLO awards, which represents the maximum number of shares that could be issued under those plans as of December 31, 2016.