XML 35 R20.htm IDEA: XBRL DOCUMENT
v3.20.4

Stock-Based Compensation Plans | 12 Months Ended
--- | ---
Dec. 31, 2020
Share-based Payment Arrangement, Noncash Expense [Abstract] |
Stock-Based Compensation Plans | STOCK-BASED COMPENSATION PLANS Pursuant to our Amended and Restated Incentive Compensation Plan (the “Incentive Plan”), we can grant stock-based awards in the form of restricted stock, restricted stock units and stock options to team members, officers, directors, and contractors at any time prior to March 26, 2022. On March 26, 2012, our board of directors approved an amendment to our Incentive Plan, increasing the number of shares authorized for issuance by 500,000 shares, to 2.0 million shares. The shares available for future grants under the Incentive Plan totaled 116,031 as of December 31, 2020, disregarding the stock option grant described below which is subject to shareholder approval of an amendment to the Incentive Plan. Restricted Stock We grant performance-based and time-based shares of restricted stock to team members in accordance with our Incentive Plan. The grant-date fair value per share is estimated to equal the market price of our common stock on the date of grant. Based on the terms of individual restricted stock grant agreements, shares vest under one of the following methods: •Over a period of 15 years, based on continuous employment and a combination of the cumulative improvement in our annual adjusted economic profit, a non-GAAP financial measure, and the attainment of annual adjusted economic profit targets. •Over a period of three years, based on continuous employment. A summary of the non-vested restricted stock activity under the Incentive Plan for the year ended December 31, 2020 is presented below:
Restricted Stock |  | Number of Shares |  | Weighted Average Grant-Date Fair Value Per Share
Non-vested as of December 31, 2019 |  | 137,503 |  |  | $ | 125.04 |
Vested |  | (14,633) |  |  | 182.61 |
Forfeited |  | (152) |  |  | 362.80 |
Non-vested as of December 31, 2020 |  | 122,718 |  |  | $ | 117.88 |
No shares of restricted stock were granted in 2020. The grant-date weighted average fair value of shares granted in 2019 and 2018 was $441.54, and $317.87, respectively. The total fair value of shares vested was $5.1 million in 2020, $7.9 million in 2019 and $4.8 million in 2018. Restricted Stock Units We grant performance-based and time-based restricted stock units to team members and directors in accordance with our Incentive Plan. The grant-date fair value per share is estimated to equal the market price of our common stock on the date of grant. Each restricted stock unit represents and has a value equal to one share of common stock. Based on the terms of individual restricted stock grant agreements, restricted stock units vest under one of the following methods: •Over a period of ten years, based on continuous employment and the cumulative improvement in our annual adjusted economic profit. •Over a period of five years, based upon the compounded annual growth rate in our adjusted economic profit. •Over a period of one to four years, based on continuous employment and the compounded annual growth rate in our adjusted EPS, a non-GAAP financial measure. •Over a period of three years, based on continuous employment. A summary of the restricted stock unit activity under the Incentive Plan for the year ended December 31, 2020, is presented below:
Restricted Stock Units |  | Number of Restricted Stock Units |  | Weighted Average Grant-Date Fair Value Per Share |  | Aggregate Intrinsic Value (2) (in millions) |  | Weighted Average Remaining Contractual Term (in years)
Outstanding as of December 31, 2019 |  | 428,831 |  |  | $ | 132.99 |  |  |  |  |
Granted |  | 5,870 |  |  | 436.89 |  |  |  |  |
Converted |  | (21,971) |  |  | 105.97 |  |  |  |  |
Forfeited |  | (128) |  |  | 434.60 |  |  |  |  |
Outstanding as of December 31, 2020 (1) |  | 412,602 |  |  | $ | 138.65 |  |  | $ | 142.8 |  |  | 3.6
Vested as of December 31, 2020 |  | 320,250 |  |  | $ | 132.24 |  |  | $ | 110.9 |  |  | 3.2
(1)No RSUs outstanding at December 31, 2020 were convertible to shares of common stock. (2)The intrinsic value of RSUs is measured by applying the closing stock price as of December 31, 2020 to the applicable number of units. The grant-date weighted average fair value of RSUs granted in 2020, 2019 and 2018 was $436.89, $453.64, and $363.11, respectively. The total intrinsic value of RSUs converted to common stock during 2020, 2019 and 2018 was $7.6 million, $36.9 million, and $0.5 million, respectively. Stock-based compensation expense Stock-based compensation expense consists of the following:
(In millions) | For the Years Ended December 31,
| 2020 |  | 2019 |  | 2018
Restricted stock | $ | 2.0 |  |  | $ | 3.0 |  |  | $ | 2.7 |
Restricted stock units | 4.2 |  |  | 4.6 |  |  | 7.6 |
Total | $ | 6.2 |  |  | $ | 7.6 |  |  | $ | 10.3 |
While the stock-based awards are often expected to vest in equal, annual installments over the corresponding requisite service periods of the grants, the related stock-based compensation expense is not recognized on a straight-line basis over the same periods. Each installment is accounted for as a separate award and as a result, the fair value of each installment is recognized as stock-based compensation expense on a straight-line basis over the related expected vesting period. Assuming performance targets are achieved in the periods currently estimated, we expect to recognize the remaining expense for stock-based awards outstanding as of December 31, 2020 over a weighted average period of 2.2 years, as follows:
(In millions) |  |  |  |  |  |
For the Years Ended December 31, |  | Restricted Stock Units |  | Restricted Stock |  | Total Projected Expense
2021 |  | $ | 1.2 |  |  | $ | 1.2 |  |  | $ | 2.4 |
2022 |  | 0.3 |  |  | 0.9 |  |  | 1.2 |
2023 |  | 0.1 |  |  | 0.7 |  |  | 0.8 |
2024 |  | — |  |  | 0.5 |  |  | 0.5 |
2025 |  | — |  |  | 0.3 |  |  | 0.3 |
Thereafter |  | — |  |  | 0.2 |  |  | 0.2 |
Total |  | $ | 1.6 |  |  | $ | 3.8 |  |  | $ | 5.4 |
Stock option grant subject to shareholder approval On December 30, 2020, we granted 622,000 time-based stock options to team members, which are subject to shareholder approval of an amendment to our Incentive Plan at the next Annual Meeting of Shareholders (“Shareholder Approval”). The exercise price of the options is $333.94, which is equal to the closing market price of our common stock on the day prior to the date of the grant. Based on the terms of individual stock option grant agreements, the stock options: •vest and become exercisable in four equal annual installments beginning on December 30, 2021, which is the first anniversary of the date on which the options were granted, based on continuous employment and •expire six years from the date of the grant. Under GAAP, if a stock award is subject to shareholder approval, it is not considered granted for accounting purposes until that approval is received. If Shareholder Approval is received, we will measure the grant date fair value of the December 30, 2020 stock options on the Shareholder Approval date and recognize stock-based compensation expense over the requisite service period, which would begin on the Shareholder Approval date. No stock-based compensation expense was recognized for stock options in 2020.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_ShareBasedCompensationAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration