8. Shareholders’ Equity

Dividends

We declared cash dividends of $0.15 per share of common stock for each of 2014, 2013 and 2012. Our Credit Facility and Term Loans have restrictions regarding the maximum amount of cash dividends allowed to be paid. The payment of the above‑referenced cash 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”). In 2013, we repurchased 926,000 shares of our common stock for an aggregate value of $35.0 million pursuant to the Repurchase Program. In May 2014, our Board of Directors renewed the Repurchase Program, replacing the remainder of the October 2008 share repurchase program and authorizing the purchase of up to $65.0 million in common stock. The Repurchase Program does not require a minimum number of shares of common stock to be purchased, has no expiration date and may be suspended or discontinued at any time. In 2014, we repurchased 227,000 shares of our common stock for an aggregate value of $10.0 million pursuant to the Repurchase Program. As of December 31, 2014, $55.0 million remains available for purchase under the Repurchase Program. The timing and amount of shares of common stock to be repurchased under the program will depend on market conditions, share price, securities law and other legal requirements and factors.

Share‑Based Payment Plans

Plan Summary and Description

In 2006, our shareholders approved the 2006 Omnibus Plan, in 2009, our shareholders approved an amendment and restatement of such plan and, in 2014, our shareholders reapproved the material terms of the performance measures under such plan (collectively, 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 awards granted under it remain 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 shares in respect of awards 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 any awards granted under the 2006 plan or exercise of stock options 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, 2014 and the remaining shares of common stock available for future issuance (in thousands):


				Remaining
				shares of
				common stock
	Restricted		SSAR	available for
Plan name	Stock	RSUs	Awards	future issuance
2006 Plan (1)	1,496	785	232	3,263

(1)

As of December 31, 2014, unvested restricted stock will vest between February 2015 and May 2019, unvested RSUs will vest between March 2015 and May 2019 and the outstanding SSAR Awards will expire between May 2015 and May 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
						Weighted
		Weighted				Average
		Average				Remaining
	Unvested	Grant-date			Aggregate	Vesting
	Restricted	Fair Value			Intrinsic	Term
	Stock	Price			Value	(in Years)
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
Granted	308		44.18
Vested	(160)		38
Forfeited	(26)		39.58
As of December 31, 2014	1,496	$	41.18	$	70,212	2.1

The aggregate value of restricted stock which vested during 2014, 2013 and 2012 was $7.1 million, $1.7 million and $5.3 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
						Weighted
						Average
		Weighted				Remaining
		Average			Aggregate	Contractual
		Grant-date			Intrinsic	Life
	RSUs	Fair Value			Value	(in Years)
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
Granted	310		44.34
Issued	(238)		36.67
Forfeited	(34)		40.25
As of December 31, 2014	785	$	38.55	$	36,872	1.5

The aggregate intrinsic value of RSUs issued during 2014, 2013 and 2012 was $10.1 million, $11.3 million and $11.6 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
						Weighted						Weighted
						Average						Average
		Weighted				Remaining		Weighted				Remaining
		Average		Aggregate		Contractual		Average		Aggregate		Contractual
	SSAR	Exercise		Intrinsic		Life	SSAR	Exercise		Intrinsic		Life
	Awards	Price		Value		(in Years)	Awards	Price		Value		(in Years)
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
Exercised	(36)		22.26
Forfeited	(4)		40.91
As of December 31, 2014	232	$	40.06	$	1,595	3.0	54	$	35.81	$	600	2.2

The aggregate intrinsic value of SSAR Awards exercised during 2014, 2013 and 2012 was $0.8 million, $9.1 million and $2.1 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 2014 and 2012.

Unrecognized Compensation Cost

As of December 31, 2014, there was $30.6 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, 2014 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,
2015	$	14,438
2016		10,133
2017		2,889
2018		2,575
2019		561
	$	30,596

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				Accumulated
	Currency				Other
	Translation		Cash		Comprehensive
	Adjustments		Flow Hedges		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)
Other comprehensive loss		(30,896)		—		(30,896)
Balance as of December 31, 2014	$	(60,215)	$	—	$	(60,215)

The foreign currency translation adjustment losses for 2014 were primarily due to the strengthening of the U.S. dollar as compared to the Brazilian Real and the British Pound. The foreign currency translation adjustment losses for 2013 and 2012 were primarily due to the strengthening of the U.S. dollar as compared to the Brazilian Real.