XML 100 R16.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Stock-based Compensation and Other Employee Benefit Plans | 12 Months Ended
--- | ---
Dec. 31, 2019
Share-based Payment Arrangement [Abstract] |
Stock-based Compensation: Incentive Award Plan and Employee Stock Purchase Plan | Stock-Based Compensation and Other Employee Benefit Plans On June 13, 2019, the stockholders of the Company approved the Second Amended and Restated 2010 Incentive Award Plan (the “2010 Plan”). This plan permits the grant of incentive stock options, nonqualified stock options, dividend equivalent rights, stock payments, deferred stock, restricted stock awards, restricted stock units (“RSUs”), performance shares and other incentive awards, stock appreciation rights and cash awards to its employees, directors and consultants. As of December 31, 2019, there were 2.9 million shares available for issuance under the 2010 Plan. The Board of Directors adopted the Second Amended and Restated 2012 Employment Inducement Incentive Award Plan on April 26, 2018 (the “2012 Plan”). This plan allows for grants of stock to employees as employment inducement awards pursuant to NYSE rules. The terms of the 2012 Plan are similar to the 2010 Plan. As of December 31, 2019, there were 0.1 million shares available for issuance under the 2012 Plan. The Company believes that stock-based compensation aligns the interests of its employees and directors with those of its stockholders. Stock-based compensation provides incentives to retain and motivate executive officers and key employees responsible for driving Company performance and maintaining important relationships that contribute to the growth of the Company. Stock-based compensation expense, which is included in SG&A expenses, was $39.3 million, $31.5 million and $24.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company recognized $1.1 million, $2.7 million and $4.5 million of excess tax benefits from stock-based compensation in 2019, 2018 and 2017, respectively. Restricted Stock Units The fair value of each RSU is based on the fair market value of the awards on the grant date and the Company records compensation expense based on this value, net of a forfeiture rate. The forfeiture rate estimates the number of awards that will eventually vest and is based on historical vesting patterns for RSUs. A summary of the status of the Company’s unvested RSUs as of December 31, 2019 and changes during the year then ended are presented below (number of units in millions, except fair value per unit):
|  | Service Conditions RSUs |  | Performance and Service Conditions RSUs |  | Total RSUs |  | Weighted Average Grant-Date Fair Value Per Unit
Unvested RSUs outstanding at December 31, 2018 |  | 0.4 |  |  | 0.9 |  |  | 1.3 |  |  |  | $ | 60.87 |  |
Granted |  | 0.2 |  |  | 0.4 |  |  | 0.6 |  |  |  | $ | 62.26 |  |
Vested |  | (0.1 | ) |  | (0.5 | ) |  | (0.6 | ) |  |  | $ | 56.58 |  |
Forfeited |  | — |  |  | (0.1 | ) |  | (0.1 | ) |  |  | $ | 67.58 |  |
Unvested RSUs outstanding at December 31, 2019 |  | 0.5 |  |  | 0.7 |  |  | 1.2 |  |  |  | $ | 63.21 |  |
Unvested and expected to vest RSUs outstanding at December 31, 2019 |  | 0.4 |  |  | 0.7 |  |  | 1.1 |  |  |  | $ | 62.96 |  |
The total number of shares vested in the table above includes 0.2 million shares surrendered by the employees to the Company for payment of employees' income taxes. The surrendered shares are available for issuance under the 2010 Plan. The weighted-average grant-date fair value of RSUs granted during 2019, 2018 and 2017 was $62.26, $74.61 and $49.62 per unit, respectively. The fair value of RSUs that vested during 2019, 2018 and 2017 was $38.7 million, $16.4 million and $37.8 million, respectively. As of December 31, 2019, there was unrecognized compensation expense of $38.5 million related to unvested RSUs based on awards that are expected to vest. The unrecognized compensation expense is expected to be recognized over a weighted-average period of two years. Liability Awards The Company's liability awards have a performance component and vest in one year from the date of grant. The performance goals are approved by the Compensation Committee of the Company’s Board of Directors. The Company classifies these awards as a liability until the number of shares is determined in accordance with the grant. The number of shares is determined by dividing the final award liability balance by the Company’s closing stock price on the settlement date. The outstanding balances of these liability awards were $0.2 million and $0.5 million at December 31, 2019 and 2018, respectively and were included in other accrued expenses in the accompanying consolidated balance sheets. There was no unrecognized compensation expense for liability awards as of December 31, 2019. Stock Options The Company has not granted stock options since 2012. The activity during the year for exercised stock options and outstanding stock options at the end of the year were insignificant. Employee Stock Purchase Plan The stockholders of the Company approved the Company’s 2010 Employee Stock Purchase Plan on June 3, 2010, which plan has been amended from time to time (the “ESPP”). The ESPP allows eligible employees to purchase common stock of the Company, through payroll deductions, at a 15 percent discount of the lower of the market price on the first day or the last day of the semi-annual purchase periods. Participants are required to hold the shares for a 12-month period after the purchase date. The ESPP is intended to qualify as an employee stock purchase plan under the Internal Revenue Service (“IRS”) Code Section 423. Eligible employees may contribute up to a certain percentage set by the plan administrator of their eligible earnings toward the purchase of the stock (subject to certain IRS limitations). As of December 31, 2019, there were 1.7 million shares available for issuance under the ESPP. Shares of common stock are transferred to participating employees at the conclusion of each six-month offering period, which ends on the last business day of the month in March and September each year. Compensation expense is measured using a Black-Scholes valuation model. The table below presents the average Black-Scholes valuation per share of shares purchased and the compensation expense under the ESPP (in millions, except per share amounts):
Year Ended December 31, |  | Average Black-Scholes Valuation per Share |  | Shares |  | Expense
2019 |  | $17.11 |  | 0.2 |  | $ | 4.1 |
2018 |  | $15.09 |  | 0.2 |  | $ | 2.7 |
2017 |  | $9.71 |  | 0.2 |  | $ | 2.1 |
The assumptions used in the Black-Scholes valuation model for shares purchased under the ESPP, for all periods presented, are: expected term of 0.5 years, dividend yield of zero percent, volatility rate in the range of 23.0 percent to 38.5 percent and risk free interest rate in the range of 0.45 percent to 2.37 percent. Deferred Compensation Plan The Company’s Deferred Compensation Plan, which became effective on June 1, 2017 and has been amended from time to time (the "DCP"), allows for eligible management and highly compensated key employees to elect to defer a portion of their compensation to later years. These deferrals are immediately vested and are subject to investment risk and a risk of forfeiture under certain circumstances. Participants may choose from various investment options representing a broad range of asset classes. The Company’s deferred compensation plan liability was $11.8 million and $6.2 million at December 31, 2019 and 2018, respectively, which was primarily included in other long-term liabilities. The Company established a rabbi trust to fund the deferred compensation plan (see Note 15 – Fair Value Measurements). Employee Defined Contribution Plans The Company maintains various 401(k) retirement savings plans for the benefit of our eligible U.S. employees. Under terms of these plans, eligible employees are able to make contributions to these plans on a tax-deferred basis. The Company makes matching contributions, some of which are discretionary. The Company made contributions to the 401(k) plans of $16.2 million, $13.0 million and $7.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.

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_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration