XML 43 R19.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Shareholders' Equity | 12 Months Ended
--- | ---
Dec. 31, 2017
Equity [Abstract] |
Shareholders' Equity | Shareholders’ Equity Dividends We declared aggregate cash dividends of $0.24 per share of common stock for 2017, 2016 and 2015, respectively. 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 In October 2017, our Board of Directors approved a new common stock repurchase program which replaced the remainder of the existing program and authorized the purchase of up to $100.0 million in common stock (the “Repurchase Program”). 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. As of December 31, 2017, $100.0 million remains available for purchase under the Repurchase Program. The timing and amount of shares of common stock to be repurchased under the Repurchase Program will depend on market conditions, share price, securities law and other legal requirements and factors. Under several of our repurchase programs, we repurchased 1.6 million shares of our common stock for an aggregate value of $70.5 million during 2015, 1.0 million shares of our common stock for an aggregate value of $41.2 million during 2016 and 1.7 million shares of our common stock for an aggregate value of $61.9 million in 2017. Share-Based Payment Plans Plan Summary and Description In May 2016, our shareholders approved the 2016 Omnibus Plan (the “2016 Plan”), which replaced our previously adopted 2006 Omnibus Plan, as amended and restated in 2009 (the “2006 Plan”). The 2016 Plan is administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”). The purpose of the 2016 Plan is to (i) attract and retain persons eligible to participate in the 2016 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 2016 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 2016 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 2016 Plan is unlimited in duration and, in the event of its termination, the 2016 Plan will remain in effect as long as any awards granted under it remain outstanding. No awards may be granted under the 2016 Plan after May 2026. The term and vesting period of awards granted under the 2016 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 2016 Plan, 2.5 million shares of common stock are authorized for issuance plus any shares of common stock with respect to awards that were granted under the 2006 Plan but are forfeited or canceled (e.g., due to the recipient's failure to satisfy applicable service or performance conditions) after May 2016. As of December 31, 2017, approximately 2.2 million shares of common stock were subject to outstanding awards under the 2016 and 2006 Plan (assuming maximum achievement of performance goals for restricted stock and target achievement of performance goals for RSUs, where applicable). The following table summarizes the outstanding awards issued pursuant to the 2016 Plan described above as of December 31, 2017 and the remaining shares of common stock available for future issuance (in millions):
Plan name | Restricted Stock |  | RSUs |  | SSAR Awards |  | Remaining shares of common stock available for future issuance
2016 Plan (1) | — |  |  | 0.6 |  |  | 0.4 |  |  | 3.4 |
2006 Plan (2) | 0.3 |  |  | 0.9 |  |  | 0.3 |  |  |  |
(1)As of December 31, 2017, unvested RSUs will vest between February 2018 and August 2021 and the outstanding SSAR Awards will expire between March 2020 and May 2020. (2)As of December 31, 2017, unvested restricted stock will vest between February 2018 and February 2021, unvested RSUs will vest between February 2018 and May 2019 and the outstanding SSAR Awards will expire in March 2019. 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 millions, except weighted average grant-date fair value price and weighted average remaining vesting term data):
| Unvested Restricted Stock |  | Weighted Average Grant date Fair Value Price |  | Aggregate Intrinsic Value |  | Weighted Average Remaining Vesting Term (in Years)
As of December 31, 2014 | 1.5 |  |  | $ | 41.18 |  |  | $ | 70.2 |  |  | 2.1
Granted | 0.2 |  |  | 49.95 |  |  |  |  |
Vested | (0.2 | ) |  | 39.63 |  |  |  |  |
Forfeited | (0.1 | ) |  | 41.84 |  |  |  |  |
As of December 31, 2015 | 1.4 |  |  | 42.69 |  |  | 54.9 |  |  | 1.4
Granted | 0.1 |  |  | 42.92 |  |  |  |  |
Vested | (0.2 | ) |  | 40.40 |  |  |  |  |
Forfeited | (0.1 | ) |  | 43.30 |  |  |  |  |
As of December 31, 2016 | 1.2 |  |  | 43.10 |  |  | 55.7 |  |  | 0.8
Granted | — |  |  | — |  |  |  |  |
Vested | (0.2 | ) |  | 43.69 |  |  |  |  |
Forfeited | (0.7 | ) |  | 41.50 |  |  |  |  |
As of December 31, 2017 | 0.3 |  |  | $ | 45.80 |  |  | $ | 9.7 |  |  | 0.9
The aggregate value of restricted stock which vested during 2017, 2016 and 2015 was $7.8 million, $9.6 million and $9.9 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 millions, except for weighted average grant‑date fair value data and weighted average remaining contractual life):
RSUs Outstanding
| RSUs |  | Weighted Average Grant date Fair Value Price |  | Aggregate Intrinsic Value |  | Weighted Average Remaining Contractual Life (in Years)
As of December 31, 2014 | 0.8 |  |  | $ | 38.55 |  |  | $ | 36.9 |  |  | 1.5
Granted | 0.3 |  |  | 51.00 |  |  |  |  |
Vested | (0.3 | ) |  | 38.80 |  |  |  |  |
Forfeited | — |  |  | 42.65 |  |  |  |  |
As of December 31, 2015 | 0.7 |  |  | 43.10 |  |  | 28.0 |  |  | 1.7
Granted | 0.7 |  |  | 44.23 |  |  |  |  |
Vested | (0.1 | ) |  | 42.78 |  |  |  |  |
Forfeited | (0.1 | ) |  | 44.78 |  |  |  |  |
As of December 31, 2016 | 1.2 |  |  | 43.28 |  |  | 55.7 |  |  | 1.6
Granted | 0.6 |  |  | 37.74 |  |  |  |  |
Vested | (0.2 | ) |  | 43.06 |  |  |  |  |
Forfeited | (0.1 | ) |  | 42.43 |  |  |  |  |
As of December 31, 2017 | 1.6 |  |  | $ | 41.01 |  |  | $ | 43.9 |  |  | 1.4
The aggregate intrinsic value of RSUs issued during 2017, 2016 and 2015 was $7.7 million, $6.2 million and $15.3 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 millions, 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, 2014 | 0.2 |  | $ | 40.06 |  | $ | 1.6 |  | 3.0 | 0.1 |  | $ | 35.81 |  | $ | 0.6 |  | 2.2
Granted | — |  | 57.48 |  |  |  |  |  |  |
Exercised | — |  | 25.08 |  |  |  |  |  |  |
As of December 31, 2015 | 0.2 |  | 42.91 |  | — |  | 2.5 | 0.1 |  | 42.06 |  | — |  | 2.2
Granted | 0.1 |  | 48.58 |  |  |  |  |  |  |
Exercised | — |  | 40.91 |  |  |  |  |  |  |
As of December 31, 2016 | 0.3 |  | 44.97 |  | 0.3 |  | 2.4 | 0.2 |  | 42.15 |  | 0.7 |  | 1.3
Granted | 0.4 |  | 36.31 |  |  |  |  |  |  |
Exercised | — |  | 40.91 |  |  |  |  |  |  |
As of December 31, 2017 | 0.7 |  | $ | 40.27 |  | $ | — |  | 3.0 | 0.2 |  | $ | 42.76 |  | $ | — |  | 0.4
The aggregate intrinsic value of SSAR Awards exercised during 2016 and 2015 was $0.1 million and $0.5 million, respectively. 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. The weighted average fair value of the SSAR Awards for 2017 was $8.82 and the assumptions used to determine such fair value were as follows: expected term of 4.3 years, volatility of 28.6%, dividend yields of 0.7% and risk-free interest rates of 1.8%. The weighted average fair value of the SSAR Awards for 2016 was $12.32 and the assumptions used to determine such fair value were as follows: expected term of 4.5 years, volatility of 29.8%, dividend yields of 0.5% and risk-free interest rates of 1.2%. The weighted average fair value of the SSAR Awards for 2015 was $14.78 and the assumptions used to determine such fair value were as follows: expected term of 4.3 years, volatility of 30.2%, dividend yields of 0.3% and risk-free interest rates of 1.2%. Unrecognized Compensation Cost As of December 31, 2017, there was $47.4 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, 2017 is expected to be recognized as compensation expense over a weighted average period of 1.4 years as follows (in millions):
Year Ended December 31,
2018 | $ | 18.8 |
2019 | 19.6 |
2020 | 4.4 |
2021 | 4.5 |
2022 | 0.2 |
| $ | 47.4 |
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 millions):
| Foreign Currency Translation Adjustments |  | Cash Flow Hedges |  | Accumulated Other Comprehensive Loss
Balance as of December 31, 2015 | $ | (108.7 | ) |  | $ | (0.8 | ) |  | $ | (109.5 | )
Other comprehensive loss | (40.4 | ) |  | (6.6 | ) |  | (47.0 | )
Less: Net other comprehensive (income) loss attributable to noncontrolling interest | 1.6 |  |  | — |  |  | 1.6 |
Balance as of December 31, 2016 | (147.5 | ) |  | (7.4 | ) |  | (154.8 | )
Other comprehensive income (loss) | 30.1 |  |  | (0.3 | ) |  | 29.8 |
Less: Net other comprehensive (income) loss attributable to noncontrolling interest | (1.5 | ) |  | — |  |  | (1.5 | )
Balance as of December 31, 2017 | $ | (118.8 | ) |  | $ | (7.7 | ) |  | $ | (126.5 | )
The foreign currency translation adjustment gains for 2017 were primarily due to the strengthening of the British Pound as compared to the U.S. dollar. The foreign currency translation adjustment losses for 2016 were primarily due to the strengthening of the U.S. dollar as compared to the British Pound.

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

X
- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration