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Shareholders' Equity
12 Months Ended
Dec. 31, 2013
Shareholders' Equity  
Shareholders' Equity

8. Shareholders' Equity

Dividends
We declared cash dividends of $0.15 per share of common stock for each of 2013, 2012 and 2011. Our Credit Facility and Term Loans restrict the payment of cash dividends to a maximum of the sum of (i) $50.0 million plus (ii) 50% of the cumulative consolidated net income for each fiscal quarter beginning with the fiscal quarter ended March 31, 2010, plus (iii) 100% of the net proceeds of all equity issuances made after October 2013. The payment of the above-referenced dividends was in compliance with the Credit Facility and Term Loans.

Stock Repurchase Programs
Our Board of Directors, from time to time, has authorized stock repurchase programs under the terms of which we may repurchase our common stock, subject to certain restrictions contained in our Credit Facility and Term Loans. In October 2008, our Board of Directors authorized a $50.0 million common stock repurchase program (the "Repurchase Program"). The Repurchase Program does not require a minimum number of shares of common stock to be purchased and has no expiration date but may be suspended or discontinued at any time. In 2013, we repurchased 926,000 shares of our common stock for an aggregate value of $35.0 million pursuant to the Repurchase Program. We did not repurchase any shares of common stock under any stock repurchase program in 2012 or 2011. As of December 31, 2013, $15.0 million remains available for purchase under the Repurchase Program.

Share-Based Payment Plans

Plan Summary and Description
In 2006, our shareholders approved the 2006 Omnibus Plan (the "2006 Plan"). The 2006 Plan is administered by the Compensation Committee of the Board of Directors (the "Compensation Committee"). The purpose of the 2006 Plan is to (i) attract and retain persons eligible to participate in the 2006 Plan; (ii) motivate participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) further align participants' interests with those of our other shareholders through compensation that is based on the value of our common stock. The goal is to promote the long-term financial interest of World Fuel and its subsidiaries, including the growth in value of our equity and enhancement of long-term shareholder return. The persons eligible to receive awards under the 2006 Plan are our employees, officers, and members of the Board of Directors, or any consultant or other person who performs services for us.

The provisions of the 2006 Plan authorize the grant of stock options which can be "qualified" or "nonqualified" under the Internal Revenue Code of 1986, as amended, restricted stock, RSUs, SSAR Awards, performance shares and performance units and other share- based awards. The 2006 Plan is unlimited in duration and, in the event of its termination, the 2006 Plan will remain in effect as long as any of the above awards are outstanding. No awards may be granted under the 2006 Plan after June 2016. The term and vesting period of awards granted under the 2006 Plan are established on a per grant basis, but options and SSAR Awards may not remain exercisable after the seven-year anniversary of the date of grant.

Under the 2006 Plan, 4,900,000 shares of common stock are authorized for issuance. Additional shares of common stock that are authorized for issuance under the 2006 Plan include any shares that were available for future grant under any of our prior stock plans, and any stock or stock options granted under the 2006 Plan or any prior plans that expire or are forfeited or canceled.

Furthermore, any employee's shares used to satisfy the withholding taxes due upon vesting of restricted stock or RSUs or exercise of SSAR Awards are added to the maximum number of shares authorized for issuance under the 2006 Plan.

The following table summarizes the outstanding awards issued pursuant to the 2006 Plan described above as of December 31, 2013 and the remaining shares of common stock available for future issuance (in thousands):

Plan name
  Restricted
Stock

  RSUs
  SSAR
Awards

  Remaining
shares of
common stock
available for
future issuance

 

2006 Plan (1)

  1,374   747   272   3,495
 
(1)
As of December 31, 2013, unvested restricted stock will vest between November 2014 and August 2018, unvested RSUs will vest between December 2014 and May 2019 and the outstanding SSAR Awards will expire between May 2014 and August 2018. RSUs granted to non-employee directors under the 2006 Plan prior to 2011 remain outstanding until the date the non-employee director ceases, for any reason, to be a member of the Board of Directors.

Restricted Stock Awards
The following table summarizes the status of our unvested restricted stock outstanding and related transactions for each of the following years (in thousands, except weighted average grant-date fair value price and weighted average remaining vesting term data):

Unvested Restricted Stock Outstanding  
 
  Unvested
Restricted
Stock

  Weighted
Average
Grant-date
Fair Value
Price

  Aggregate
Intrinsic
Value

  Weighted
Average
Remaining
Vesting
Term
(in Years)

 
   

As of December 31, 2010

  386   $ 20.84   $ 13,991     0.6  

Granted

  353     37.40              

Vested

  (284)     20.49              

Forfeited

  (9)     26.45              
                         

As of December 31, 2011

  446     34.07     18,707     2.2  

Granted

  798     40.19              

Vested

  (128)     26.26              

Forfeited

  (16)     37.24              
                         

As of December 31, 2012

  1,100     39.38     45,295     3.4  

Granted

  342     41.83              

Vested

  (43)     37.00              

Forfeited

  (25)     38.89              
                         

As of December 31, 2013

  1,374   $ 40.07   $ 59,307     2.7  
   

The aggregate value of restricted stock which vested during 2013, 2012 and 2011 was $1.7 million, $5.3 million and $10.6 million, respectively, based on the average high and low market price of our common stock at the vesting date.

RSU Awards
The following table summarizes the status of our RSUs and related transactions for each of the following years (in thousands, except for weighted average grant-date fair value data and weighted average remaining contractual life):

RSUs Outstanding  
 
  RSUs
  Weighted
Average
Grant-date
Fair
Value

  Aggregate
Intrinsic
Value

  Weighted
Average
Remaining
Contractual
Life
(in Years)

 
   

As of December 31, 2010

  1,218   $ 18.34   $ 44,038     2.6  

Granted

  224     38.01              

Issued

  (515)     14.03              

Forfeited

  (26)     16.19              
                         

As of December 31, 2011

  901     25.59     37,373     1.7  

Granted

  369     40.98              

Issued

  (275)     16.12              

Forfeited

  (14)     30.74              
                         

As of December 31, 2012

  981     34.06     39,888     1.5  

Granted

  98     40.59              

Issued

  (287)     32.00              

Forfeited

  (45)     35.92              
                         

As of December 31, 2013

  747   $ 35.61   $ 31,775     1.3  
   

The aggregate intrinsic value of RSUs issued during 2013, 2012 and 2011 was $11.3 million, $11.6 million and $19.5 million, respectively.

SSAR Awards
The following table summarizes the status of our outstanding and exercisable SSAR Awards and related transactions for each of the following years (in thousands, except weighted average exercise price and weighted average remaining contractual life data):

 
  SSAR Awards Outstanding
  SSAR Awards Exercisable
 

 
 
 
  SSAR
Awards

  Weighted
Average
Exercise
Price

  Aggregate
Intrinsic
Value

  Weighted
Average
Remaining
Contractual
Life
(in Years)

  SSAR
Awards

  Weighted
Average
Exercise
Price

  Aggregate
Intrinsic
Value

  Weighted
Average
Remaining
Contractual
Life
(in Years)

 
   
As of December 31, 2010     1,012   $ 16.10   $ 20,346     1.9     480   $ 18.29   $ 8,619     1.3  
Exercised     (486)     16.56                                      
Forfeited     (9)     12.39                                      
                                                 
As of December 31, 2011     517     15.06     13,921     1.4     410     15.39     10,895     1.4  
Exercised     (95)     16.76                                      
                                                 
As of December 31, 2012     422     15.30     10,927     0.6     322     16.02     8,108     0.7  
Granted     218     41.42                                      
Exercised     (366)     14.07                                      
Forfeited     (2)     37.34                                      
                                                 
As of December 31, 2013     272   $ 37.69   $ 1,594     3.6     56   $ 23.25   $ 1,124     1.0  
   

The aggregate intrinsic value of SSAR Awards exercised during 2013, 2012 and 2011 was $9.1 million, $2.1 million and $10.2 million, respectively, based on the difference between the average of the high and low market price of our common stock at the exercise date and the SSAR Award exercise price.

As discussed in Note 1, we currently use the Black Scholes option pricing model to estimate the fair value of SSAR Awards granted to employees and non-employee directors. The weighted average fair value of the SSAR Awards for 2013 was $11.65 and the assumptions used to determine such fair value were as follows: expected term of 4.1 years, volatility of 38.0%, dividend yields of 0.4% and risk-free interest rates of 0.6%. There were no SSAR Awards issued in 2012 and 2011.

Unrecognized Compensation Cost
As of December 31, 2013, there was $32.7 million of total unrecognized compensation cost related to unvested share-based payment awards, which is included as capital in excess of par value in the accompanying consolidated balance sheets. The unrecognized compensation cost as of December 31, 2013 is expected to be recognized as compensation expense over a weighted average period of 1.4 years as follows (in thousands):

Year Ended December 31,
   
 
   

2014

  $ 14,829  

2015

    9,595  

2016

    5,637  

2017

    2,223  

2018

    392  
   

 

  $ 32,676  
   

Other Comprehensive Loss and Accumulated Other Comprehensive Loss
Our other comprehensive loss, consisting of foreign currency translation adjustments related to our subsidiaries that have a functional currency other than the U.S. dollar and cash flow hedges, was as follows (in thousands):

 
  Foreign
Currency
Translation
Adjustments

  Cash
Flow Hedges

  Accumulated
Other
Comprehensive
Loss

 
   

Balance as of December 31, 2012

  $ (16,130)   $ 112   $ (16,018)  

Other comprehensive loss

    (13,189)     (112)     (13,301)  
   

Balance as of December 31, 2013

  $ (29,319)   $   $ (29,319)  
   

The foreign currency translation adjustment losses for 2013, 2012 and 2011 were primarily due to the strengthening of the U.S. dollar as compared to the Brazilian Real.