Shareholders' Equity

12 Months Ended

Dec. 31, 2022

12. Shareholders' Equity

Cash Dividends

During the years ended December 31, 2022, 2021 and 2020, the Company's Board of Directors declared aggregate cash dividends of $0.52, $0.48, and $0.40 per common share, representing $32.2 million, $30.0 million, and $25.5 million in total dividends, respectively. Cash dividends declared, but not yet paid, were $8.6 million, $7.4 million and $6.3 million as of December 31, 2022, 2021 and 2020, respectively.

The payments associated with the above referenced cash dividends were in compliance with restrictions regarding the maximum amount of cash dividends allowed to be paid under our Credit Agreement.

Stock Repurchase Programs

In March 2020, the Board approved a stock repurchase program authorizing $200.0 million in common stock repurchases (the "2020 Repurchase Program"). Our repurchase program does not require a minimum number of shares of common stock to be purchased, has no expiration date, and repurchases may be suspended or discontinued at any time. As of December 31, 2022, approximately $147.1 million remains available for purchase under the 2020 Repurchase Program. The timing and amount of shares of common stock to be repurchased under the 2020 Repurchase Program will depend on market conditions, share price, securities law and other legal requirements and factors.

During the years ended December 31, 2022, 2021, and 2020, we repurchased 2.0 million, 1.7 million, and 2.6 million shares of common stock for an aggregate value of $48.7 million, $50.5 million, and $68.3 million, respectively.

Share-Based Payment Plans

Plan Summary and Description

In May 2021, our shareholders approved the 2021 Omnibus Plan (the "2021 Plan"), which replaced our previously adopted 2020 Omnibus Plan (the "2020 Plan"). The 2021 Plan is administered by the Compensation Committee of the Board of Directors (the "Compensation Committee"). The purpose of the 2021 Plan is to (i) attract and retain persons eligible to participate in the 2021 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 2021 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 2021 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 2021 Plan is unlimited in duration and, in the event of its termination, the 2021 Plan will remain in effect as long as any awards granted under it remain outstanding. No awards may be granted under the 2021 Plan after May 2031. The term and vesting period of awards granted under the 2021 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 2021 Plan, 2.9 million shares of common stock were authorized for issuance in addition to any shares of common stock with respect to awards that were granted under the prior plans (2020, 2016, and 2006) but are forfeited or canceled (e.g., due to the recipient's failure to satisfy applicable service or performance conditions) after May 2021. As of December 31, 2022, approximately 3.5 million shares of common stock were subject to outstanding awards under the 2021, 2020, 2016, and 2006 Plans (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 plans described above as of December 31, 2022 and the remaining shares of common stock available for future issuance (in millions):


Plan name	RSUs	SSAR Awards	Remaining Shares of Common Stock Available for Future Issuance
2021 Plan (1)	1.9	—	2.7
2020 Plan (2)	0.4	—	—
2016 Plan (3)	0.6	0.5	—
2006 Plan (4)	0.1	—	—

(1)As of December 31, 2022, unvested RSUs will vest between February 2023 and November 2026.

(2)As of December 31, 2022, unvested RSUs will vest between March 2023 and May 2024.

(3)As of December 31, 2022, unvested RSUs will vest between February 2023 and August 2023 and the outstanding SSAR Awards will expire between March 2023 and March 2025.

(4)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

No restricted stock awards vested during the year ended December 31, 2022. The aggregate intrinsic value of restricted stock which vested during the years ended December 31, 2021 and 2020 was $0.6 million and $0.4 million, respectively, based on the average high and low market price of our common stock at the vesting date. As of December 31, 2022, there were no unvested restricted stock awards outstanding.

RSU Awards

RSUs may contain one or more service, performance, or market-based vesting conditions. 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	Weighted Average Grant Date Fair Value Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Life (in Years)
As of December 31, 2019	1.2	$	32.50	$	53.2	0.9
Granted	1.2	23.30
Vested	(0.4)	36.12
Forfeited	(0.2)	32.56
As of December 31, 2020	1.8	25.17		57.1		1.3
Granted	0.7	33.08
Vested	(0.5)	27.34
Forfeited	(0.3)	28.55
As of December 31, 2021	1.7	27.30		46.3		1.2
Granted (1)	2.1	25.86
Vested	(0.6)	27.27
Forfeited	(0.3)	25.97
As of December 31, 2022	3.0	$	26.41	$	81.4	1.6

(1) Awards granted during the year ended December 31, 2022 included 0.5 million special performance-based equity awards, pursuant to which vesting is tied to the Company's total shareholder return over the three-year performance period. The awards were valued using a Monte Carlo simulation. The weighted average fair value of the awards was $33.45 and the assumptions used to determine such fair value were as follows: simulation term of 3 years, volatility of 52.2%, and risk-free interest rate of 4.1%.

The aggregate intrinsic value of RSUs vested during the years ended December 31, 2022, 2021 and 2020 was $14.8 million, $18.1 million and $10.8 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, 2019	2.2	$	29.72	$	31.3	3.4	0.1	$	50.12	$	—	1.1
Granted	0.1	23.39
Exercised	—	—
Forfeited	—	57.48
As of December 31, 2020	2.3	29.08		7.3		2.5	0.2	41.85		—		0.8
Granted	—	—
Exercised (1)	(0.1)	24.89
Forfeited	(1.0)	29.91
As of December 31, 2021	1.3	28.78		0.6		1.9	0.4	29.18		0.2		1.0
Granted	—	—
Exercised	—	—
Expired	(0.1)	36.25
Forfeited	(0.6)	29.58
As of December 31, 2022	0.5	$	26.35	$	0.8	0.9	0.4	$	27.43	$	0.3	0.5

(1)The aggregate intrinsic value of SSAR Awards exercised was $0.9 million for the year ended December 31, 2021.

Unrecognized Compensation Cost

As of December 31, 2022, there was $50.6 million of total unrecognized compensation cost related to unvested share-based payment awards, which is included as Capital in excess of par value within our Consolidated Balance Sheets. The unrecognized compensation cost as of December 31, 2022 is expected to be recognized as compensation expense over a weighted average period of 1.5 years as follows (in millions):


Year Ended December 31,
2023	$	21.3
2024	15.1
2025	9.6
2026	4.7

Total	$	50.6

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, 2020	$	(120.3)	$	(12.3)	$	(132.6)
Other comprehensive income (loss) before reclassifications	(13.7)		203.2		189.6
Amounts reclassified from accumulated other comprehensive income (loss)	—		(193.6)		(193.6)

Balance as of December 31, 2021	(134.0)		(2.7)		(136.7)
Other comprehensive income (loss) before reclassifications	(45.5)		(101.3)		(146.9)
Amounts reclassified from accumulated other comprehensive income (loss)	—		122.9		122.9

Balance as of December 31, 2022	$	(179.5)	$	18.9	$	(160.6)

The foreign currency translation adjustment losses for the years ended December 31, 2022 and 2021 were primarily due to the effect of a stronger U.S. dollar compared to most foreign currencies, including the British Pound.