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Stockholders’ (Deficit) Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders’ (Deficit) Equity Stockholders’ (Deficit) Equity
Repurchase of Common Stock
On August 2, 2021, the Board of Directors approved a new share repurchase program of $1.0 billion. This current program has no expiration date and replaced all previous authorizations. As of December 31, 2022, there was $616.4 million remaining under the currently authorized program. Share repurchases made prior to August 2, 2021 were under previous Board of Directors share repurchase authorizations, specifically the $1.5 billion authorization made in July 2015, the $1.5 billion authorization made in March 2017 and the $1.0 billion authorization made in May 2018.
During the year ended December 31, 2022, we repurchased 4,527,887 shares for a total of approximately $280.1 million with an average share price of $61.86. These repurchases were made under open market transactions, including through plans
complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors.
During the year ended December 31, 2021, we repurchased 7,875,407 shares, for approximately $401.4 million with an average share price of $50.96. Cash outlay for share repurchases during the year ended December 31, 2021 also includes $1.6 million for 35,100 shares purchased in the fourth quarter 2020 and settled in the first quarter 2021. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors.
During the year ended December 31, 2020, we repurchased 856,437 shares, for approximately $34.6 million with an average share price of $40.43. These repurchases were made under open market transactions, including through plans complying with Rule 10b5-1 under the Exchange Act, and pursuant to the share repurchase program authorized by our Board of Directors. At December 31, 2020, 74,281 shares repurchased had not yet settled or were not yet reflected by our recordkeeper or in our shares outstanding as of December 31, 2020.
Dividends
The following table shows our total cash dividends paid in the years ended December 31, 2022, 2021 and 2020:
(In millions, except per share amounts)Total Cash
Dividends Paid		Total Cash Dividends Paid per Common Share
2020$100.3 $0.64 
2021115.8 0.76 
2022118.4 0.80 
The dividend payments discussed above are recorded as reductions to cash and cash equivalents and retained earnings on our Consolidated Balance Sheets. Our senior secured credit facility and our senior notes contain covenants that restrict our ability to declare or pay dividends and repurchase stock. However, we do not believe these covenants are likely to materially limit the future payment of quarterly cash dividends on our common stock. From time to time, we may consider other means of returning value to our stockholders based on our consolidated financial condition and results of operations. There is no guarantee that our Board of Directors will declare any further dividends.
Common Stock
The following is a summary of changes during the years ended December 31, in shares of our common stock and common stock in treasury:
 202220212020
Changes in common stock:   
Number of shares, beginning of year232,483,281 231,958,083 231,622,535 
Restricted stock shares forfeited— (1,095)(15,271)
Shares issued for vested restricted stock units532,727 423,302 315,902 
Shares issued for 2017 Three-Year PSU Awards— — 133,752 
Shares issued for 2018 Three-Year PSU Awards— 47,730 — 
Shares issued for 2019 Three-Year PSU Awards161,289 — — 
Shares issued for 2020 Three-Year PSU Awards(3)
— 13,770 — 
Shares issued for Stock Leverage Opportunity Awards (SLO)
36,576 32,128 8,471 
Shares granted and issued under the Omnibus Incentive Plan and Directors Stock Plan to Directors
19,583 54,277 42,911 
Canceled shares for tax netting(1)
— (44,914)(150,217)
Number of shares issued, end of year233,233,456 232,483,281 231,958,083 
Changes in common stock in treasury:   
Number of shares held, beginning of year84,384,124 77,068,311 77,109,722 
Repurchase of common stock(2)
4,527,887 7,949,688 782,156 
Profit sharing contribution paid in stock(350,668)(633,875)(823,567)
Number of shares held, end of year(2)
88,561,343 84,384,124 77,068,311 
Number of common stock outstanding, end of year(2)
144,672,113 148,099,157 154,889,772 
 
 
       
(1)Effective January 1, 2019, new share issuances for vested awards are netted by the number of shares required to cover the recipients' portion of income tax. The portion withheld for taxes are canceled. Shares netted for taxes in 2021 and 2020 primarily relates to vesting activity for restricted stock shares issued in prior years.
(2)Repurchase of common stock for the year ended December 31, 2021, as shown above, includes 74,281 shares of common stock that had been repurchased by the Company in 2020 but were not yet settled or not yet reflected by the Recordkeeper as of December 31, 2020. The table above and our Consolidated Balance Sheets reflect the number of shares held in treasury per our Recordkeeper.
(3)Per the terms of his 2019 offer letter, shares equal to the target number of units granted, net of shares withheld for taxes, were issued to our former CFO, James Sullivan, on September 30, 2021.
Share-Based Compensation
In 2014, the Board of Directors adopted, and our stockholders approved, the 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”). Under the Omnibus Incentive Plan, the maximum number of shares of Common Stock authorized was 4,250,000, plus total shares available to be issued as of May 22, 2014 under the 2002 Directors Stock Plan and the 2005 Contingent Stock Plan (collectively, the “Predecessor Plans”). The Omnibus Incentive Plan replaced the Predecessor Plans and no further awards were granted under the Predecessor Plans. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units known as PSU awards, other stock awards and cash awards to officers, non-employee directors, key employees, consultants and advisors.
In 2018, the Board of Directors adopted, and our shareholders approved, an amendment and restatement to the Omnibus Incentive Plan. The amendment added 2,199,114 shares of common stock to the share pool previously available under the Omnibus Incentive Plan.
Additionally, in 2021, the Board of Directors adopted, and our shareholders approved, an additional amendment and restatement to the Omnibus Incentive Plan. The amendment added 2,999,054 shares of common stock to the share pool previously available under the Omnibus Incentive Plan.
A summary of the changes in common shares available for awards under the Omnibus Incentive Plan and Predecessor Plans follows:
202220212020
Number of shares available, beginning of year5,510,599 3,183,310 4,048,509 
Newly approved shares under Omnibus Incentive Plan— 2,999,054 — 
Restricted stock shares forfeited— 1,095 15,271 
Restricted stock units awarded(608,955)(918,973)(1,014,667)
Restricted stock units forfeited109,317 115,641 105,832 
Shares issued for 2017 Three-Year PSU Awards— — (133,752)
Shares issued for 2018 Three-Year PSU Awards— (47,730)— 
Shares issued for 2019 Three-Year PSU Awards(161,289)— — 
Shares issued for 2020 Three-Year PSU Awards— (13,770)— 
Restricted stock units awarded for SLO Awards(37,756)(72,043)(73,731)
Director shares granted and issued(10,606)(10,160)(20,835)
Director units granted and deferred(1)
(13,137)(16,264)(22,826)
Shares withheld for taxes(2)
301,151 290,439 279,509 
Number of shares available, end of year(3)
5,089,324 5,510,599 3,183,310 
 
       
(1)Director units granted and deferred include the impact of share-settled dividends earned and deferred on deferred shares.
(2)The Omnibus Incentive Plan and 2005 Contingent Stock Plan permit withholding of taxes and other charges that may be required by law to be paid attributable to awards by withholding a portion of the shares attributable to such awards.
(3)The above table excludes approximately 1.6 million contingently issuable shares under the PSU awards and SLO awards, which represents the maximum number of shares that could be issued under those awards as of December 31, 2022.
We record share-based incentive compensation expense in Selling, general and administrative expenses and Cost of sales on our Consolidated Statements of Operations for both equity-classified awards and liability-classified awards. We record a corresponding credit to Additional paid-in capital within Stockholders’ equity for equity-classified awards, and to either a current or non-current liability for liability-classified awards based on the fair value of the share-based incentive compensation awards at the date of grant. Total expense for the liability-classified awards continues to be remeasured to fair value at the end of each reporting period. We recognize an expense or credit reflecting the straight-line recognition, net of estimated forfeitures, of the expected cost of the share-based award. The number of PSUs earned may equal, exceed, or be less than the targeted number of shares depending on whether the performance criteria are met, surpassed, or not met.
The following table summarizes the Company’s pre-tax share-based incentive compensation expense and related income tax benefit for the years ended December 31, 2022, 2021 and 2020 related to the Company’s PSU awards, SLO awards and restricted stock awards.
(In millions)202220212020
2022 Three-year PSU Awards4.8 — — 
2021 Three-year PSU Awards7.1 4.2 — 
2020 Three-year PSU Awards5.1 4.5 5.3 
2019 Three-year PSU Awards— 2.2 3.5 
2018 Three-year PSU Awards— — 1.9 
2017 COO and Chief Executive Officer-Designate New Hire Equity Awards(1)
— 0.1 0.2 
SLO Awards1.7 2.8 2.2 
Other long-term share-based incentive compensation programs(2)
33.6 32.0 29.2 
Total share-based incentive compensation expense(3)
$52.3 $45.8 $42.3 
Associated tax benefits recognized$8.0 $7.5 $7.1 
 
(1)    For the year ended December 31, 2020, this amount includes expense associated with award modifications as described under the section titled “Chief Operating Officer (COO) and Chief Executive Officer-Designate 2017 New Hire Equity Awards (Amended).”
(2)    The amounts includes the expenses associated with the restricted stock awards consisting of restricted stock shares, restricted stock units, cash-settled restricted stock unit awards, and other issuances of performance-based awards, apart from annual three-year PSU awards. Expense on other performance-based awards was $0.1 million for the year ended December 31, 2022 and zero for the years ended December 31, 2021 and 2020.
(3)    The amounts do not include the expense related to our U.S. profit sharing contributions made in the form of our common stock, as these contributions are not considered share-based incentive compensation.
Restricted Stock, Restricted Stock Units and Cash-Settled Restricted Stock Unit Awards
Restricted stock, restricted stock units and cash-settled restricted stock unit awards (cash payment in an amount equal to the value of the shares on the vesting date) provide for a vesting period. Awards vest earlier in the event of the participant’s death or disability. If a participant terminates employment prior to vesting, then the award of restricted stock, restricted stock units or cash-settled restricted stock unit awards is forfeited, except for certain circumstances following a change in control. The O&C Committee may waive the forfeiture of all or a portion of an award. Historically, restricted stock (but not restricted stock units or cash-settled restricted stock unit awards) granted before January 1, 2018 paid dividends on the same basis as other stockholders entitled to receive dividends. Generally, restricted stock, restricted stock units, and cash-settled stock unit awards granted after January 1, 2018 pay dividend equivalents upon vesting.
The following table summarizes activity for unvested restricted stock units for 2022:
 Restricted stock units
 SharesWeighted-Average per Share Fair Value on Grant Date
Aggregate
Intrinsic
Value
(In millions)
Non-vested at December 31, 20211,681,391 $40.84  
Granted608,955 63.87  
Vested(804,623)39.86 $32.1 
Forfeited or expired(109,317)47.84  
Non-vested at December 31, 20221,376,406 $51.04  
A summary of the Company’s fair values of its vested restricted stock shares and restricted stock units are shown in the following table: 
(In millions)202220212020
Fair value of restricted stock shares vested$— $6.1 $13.2 
Fair value of restricted stock units vested$51.6 $26.4 $15.6 
Unrecognized compensation cost and the weighted average period over which the compensation cost is expected to be recognized for its non-vested restricted stock units are shown in the following table:
(In millions)Unrecognized Compensation CostWeighted Average to be recognized (in years)
Restricted Stock units$46.2 1.1
The non-vested cash awards excluded from table above had $1.8 million unrecognized compensation costs and weighted-average remaining contractual life of approximately 1 year. We have recognized liabilities of $1.4 million and $1.9 million within other current liabilities on our Consolidated Balance Sheets, as of December 31, 2022 and 2021, respectively. Cash paid for vested cash-settled restricted stock unit awards was $2.3 million and $1.4 million in 2022 and 2021, respectively.
PSU Awards
Three-year PSU awards for 2020, 2021 and 2022
During the first 90 days of each year, the O&C Committee of our Board of Directors approves PSU awards for our executive officers and other selected employees, which include for each participant a target number of shares of common stock and performance goals and measures that will determine the percentage of the target award that is earned following the end of the three-year performance period. Following the end of the performance period, in addition to shares, participants will also receive a cash payment in the amount of the dividends (without interest) that would have been paid during the performance period on the number of shares that they have earned. Each PSU is subject to forfeiture if the recipient terminates employment with the Company prior to the end of the three-year award performance period for any reason other than death, disability or retirement. In the event of death, disability or retirement, a participant will receive a prorated payment based on such participant’s number of full months of service during the award performance period, further adjusted based on the achievement of the performance goals during the award performance period. All PSUs are classified as equity in the Consolidated Balance Sheets, with the exception of awards that are required by local laws or regulations to be settled in cash. This subset of PSU awards are classified as either other current or other non-current liabilities in the Consolidated Balance Sheets.
The performance goals, weightings and other information regarding PSU awards for 2020, 2021 and 2022 are set forth below:
2020 Three-year PSU Awards: (i) Relative TSR over the three-year performance period weighted at 34%; (ii) Adjusted EBITDA compound annual growth rate ("CAGR") weighted at 33%; and (iii) return on invested capital ("ROIC") weighted at 33%. The total number of shares to be issued for these awards can range from zero to 200% of the target number of shares.
Relative TSRAdjusted EBITDA CAGRROIC
February 12, 2020 grant date
Number of units granted33,335 35,068 35,068 
Fair value on grant date (per unit)$38.87 $35.86 $35.86 
February 13, 2020 grant date
Number of units granted44,206 42,507 42,507 
Fair value on grant date (per unit)$34.08 $34.40 $34.40 
March 1, 2020 grant date
Number of units granted31,064 29,690 29,690 
Fair value on grant date (per unit)$29.85 $30.31 $30.31 
The PSUs granted based on Relative TSR are contingently awarded and will be payable in shares of the Company’s common stock upon the expiration of a three-year award performance period based on the Company’s TSR ranking relative to a peer group of companies. The fair value of the PSUs was estimated on the grant date using a Monte Carlo Simulation. Other assumptions include the expected volatility of all companies included in the Relative TSR, the historical share price returns analysis of all companies included in the Relative TSR and assumes dividends are reinvested. The expected volatility was based on the historical volatility for a period of time that approximates the duration between the valuation date and the end of the performance period. The risk-free interest rate is based on the Zero-Coupon Treasury STRIP yield curve matching the term from the valuation date to the end of the performance period. Compensation expense for the PSUs based on Relative TSR (which is considered a market condition) is a fixed amount determined at the grant date fair value and is recognized 100% over the three-year award performance period regardless of whether the performance condition is satisfied.
The assumptions used to calculate the grant date fair values for grants based on Relative TSR are shown in the following table:
Expected price volatilityRisk-free interest rate
February 12, 2020 grant date23.70 %1.40 %
February 13, 2020 grant date23.70 %1.40 %
March 1, 2020 grant date23.70 %0.90 %
The PSUs granted based on Adjusted EBITDA CAGR and ROIC are contingently awarded and will be payable in shares of the Company’s common stock based on the Company’s Adjusted EBITDA CAGR over the three-year award performance period and the Company’s ROIC over the three-year award performance period compared to targets set at the time of the grant by the O&C Committee. The fair value of the PSUs is based on grant date fair value which is equivalent to the closing price of one share of the Company’s common stock on the date of grant. The number of PSUs earned based on Adjusted EBITDA CAGR and ROIC varies based on the probable outcome of the performance condition. The Company reassesses at each reporting date whether achievement of the performance condition is probable and accrues compensation expense if and when achievement of the performance condition is probable.
2021 Three-year PSU Awards: (i) three-year CAGR of consolidated Adjusted EBITDA weighted at 50% and (ii) ROIC weighted at 50%. Calculation of final achievement on each performance metric is subject to an upward or downward adjustment of up to 25% of the overall combined achievement percentage, based on the results of a relative total shareholder return (“TSR”) modifier. The comparator group for the relative TSR modifier is S&P 500 component companies as of the beginning of the performance period. Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics by 25% while shareholder return in the bottom quartile of the comparator group decreases overall achievement of the performance metrics by 25%. The total number of shares to be issued, including the modifier, for these awards can range from zero to 250% of the target number of shares.
Adjusted EBITDA CAGRROIC
February 10, 2021 grant date
Number of units granted41,729 41,729 
Fair value on grant date (per unit)$45.26 $45.26 
February 11, 2021 grant date
Number of units granted51,882 51,882 
Fair value on grant date (per unit)$43.85 $43.85 
March 1, 2021 grant date
Number of units granted29,762 29,762 
Fair value on grant date (per unit)$43.02 $43.02 
The assumptions used to calculate the grant date fair values are shown in the following table:
Expected price volatilityRisk-free interest rate
February 10, 2021 grant date37.70 %0.20 %
February 11, 2021 grant date37.70 %0.20 %
March 1, 2021 grant date38.00 %0.30 %
2022 Three-year PSU Awards: (i) three-year CAGR of consolidated Adjusted EBITDA weighted at 50% and (ii) ROIC weighted at 50%. Calculation of final achievement on each performance metric is subject to an upward or downward adjustment of up to 25% of the overall combined achievement percentage, based on the results of a relative total shareholder return (“TSR”) modifier. The comparator group for the relative TSR modifier is S&P 500 component companies as of the beginning of the performance period. Shareholder return in the top quartile of the comparator group increases overall achievement of performance metrics by 25% while shareholder return in the bottom quartile of the comparator group decreases overall achievement of the performance metrics by 25%. The total number of shares to be issued, including the modifier, for these awards can range from zero to 250% of the target number of shares.
Adjusted EBITDA CAGRROIC
February 24, 2022 grant date
Number of units granted72,308 72,308 
Fair value on grant date (per unit)$70.92 $70.92 
March 1, 2022 grant date
Number of units granted16,766 16,766 
Fair value on grant date (per unit)$69.71 $69.71 
The assumptions used to calculate the grant date fair values are shown in the following table:
Expected price volatilityRisk-free interest rate
February 24, 2022 grant date37.40 %1.70 %
March 1, 2022 grant date37.70 %1.50 %
The following table includes additional information related to estimated earned payout based on the probable outcome of the performance conditions and market condition as of December 31, 2022:
 Estimated Payout %
 Adjusted EBITDA CAGRROIC
Relative TSR(1)
TSR Modifier(1)
Combined
2022 Three-year PSU Awards100 %100 %N/A— %100 %
2021 Three-year PSU Awards 113 %200 %N/A— %156 %
2020 Three-year PSU Awards 187 %181 %150 %N/A172 %
(1)    Relative TSR and Relative TSR Modifier are market-based conditions. Accordingly, we make no assumptions related to future performance. The percentages above represent actual rankings as of December 31, 2022. Any portion of outstanding awards based on the achievement of market-based conditions are accrued at 100% of fair value over the performance period in accordance with ASC 718.
The following table summarizes activity for outstanding three-year PSU awards for 2022: 
 Shares
Aggregate Intrinsic Value
 (In millions)
Outstanding at December 31, 2021737,869  
Granted(1)
178,148  
Performance adjustment(2)
56,560 
Converted(274,296)$13.4 
Forfeited or expired(23,594) 
Outstanding at December 31, 2022674,687  
Fully vested at December 31, 2022294,594 $10.4 
 
       
(1)This represents the target number of performance units granted. Actual number of PSUs earned, if any, is dependent upon performance and may range from 0% to 250% percent of the target.
(2)Represents units earned and distributed in excess of target for 2019 three-year PSUs awards.
The following table summarizes activity for non-vested three-year PSU awards for 2022:
 SharesWeighted-Average per Share Fair Value on Grant Date
Non-vested at December 31, 2021473,567 $38.85 
Granted178,148 70.70 
Vested(248,028)35.23 
Forfeited or expired(23,594)40.49 
Non-vested at December 31, 2022380,093 $56.03 
 A summary of the Company’s fair value for its vested three-year PSU awards is shown in the following table: 
(In millions)202220212020
Fair value of Three-year PSU awards vested$14.7 $17.8 $9.6 
A summary of the Company’s unrecognized compensation cost for three-year PSU awards at the current estimated earned payout based on the probable outcome of the performance condition and weighted average periods over which the compensation cost is expected to be recognized as shown in the following table: 
(In millions)Unrecognized Compensation CostsWeighted Average to be recognized (in years)
2022 Three-year PSU Awards$7.4 2
2021 Three-year PSU Awards4.6 1
2020 Three-year PSU Awards— 0
 
Chief Operating Officer (COO) and Chief Executive Officer-Designate 2017 New Hire Equity Awards (Amended)
On September 18, 2017, Edward L. Doheny II started with the Company as Chief Operating Officer and Chief Executive Officer-Designate. Under the terms of his agreement, Mr. Doheny was granted two new-hire equity awards, one of which was a performance-vesting award for 70,000 shares. On December 10, 2020, the Company entered a subsequent agreement with Mr. Doheny, which, among other things, amended the terms of the performance-vesting new hire award. Half of the award, or 35,000 shares, was converted to an award of time-vesting restricted stock units, which required Mr. Doheny to remain in service with the Company through September 18, 2022. The remaining half of the award, or 35,000 shares, remained performance-vesting, subject to the original performance conditions, but measured as of September 18, 2022 which required that either (i) the Company’s cumulative total stockholder return for January 1, 2018 through September 18, 2022 be in the top 33% of its peers (using the same peers and methodology under the Company’s performance stock unit (PSU) awards) and the Company’s stock price as of September 18, 2022 equaled at least $60.00 per share, or (ii) the Company’s stock price as of September 18, 2022 equaled at least $75.00 per share. The letter agreement provided that the stock price as of September 18, 2022 for this purpose would be determined using a 30-day arithmetic mean of closing prices up to, and including, September 18, 2022.
In October 2022, the O&C Committee reviewed the performance results of such performance-vesting new hire award as amended and determined that the performance requirements were not met. As a result, the award paid out at 0% and was forfeited.
2019 Three-year PSU Awards
In February 2022, the O&C Committee reviewed the performance results for the 2019-2021 PSUs. Performance goals for these PSUs were based on Adjusted EBITDA margin, ROIC and Relative TSR. Based on overall performance for 2019-2021 PSUs, these awards paid out at 132.5% of target or 274,296 units. Of this, 110,529 units were withheld to cover employee tax withholding and 2,478 units were designated as cash-settled awards, resulting in net share issuances of 161,289.
Stock Leverage Opportunity Awards
Before the start of each performance year, certain key executives have been eligible to elect to receive all or a portion of their annual cash bonus for that year, in increments of 25% of the annual bonus, as an award of restricted stock units under the Omnibus Incentive Plan in lieu of cash. The portion provided as an equity award may be given a premium as determined by the O&C Committee each year and is rounded up to the nearest whole share. The award is granted following the end of the performance year and after determination by the O&C Committee of the amount of the annual bonus award for each executive officer and other selected key executives who have elected to take all or a portion of his or her annual bonus as an equity award, but no later than the March 15 following the end of the performance year.
The equity award will be made in the form of an award of restricted stock units that will vest on the second anniversary of the grant date or earlier in the event of death, disability or retirement from employment with the Company, and the shares subject to the award will not be transferable by the recipient until the later of vesting or the second anniversary of the grant date. For the “principal portion” of the award that would have otherwise been paid in cash, the award vests upon any termination of employment, other than for cause. For the “premium portion” of the award, the award may early vest only in case of death, disability or retirement from the Company. Except as described above, if the recipient ceases to be employed by the Company prior to vesting, then the award is forfeited, except for certain circumstances following a change in control. SLO awards in the form of restricted stock units have no voting rights until shares are issued to them but do receive a cash payment in the amount of the dividends (without interest) on the shares they have earned at about the same time that shares are issued to them following vesting.
The 2022 SLO awards comprise an estimated aggregate of 32,329 restricted stock units as of December 31, 2022. The final number of units issued will be determined based on Annual Incentive Plan payout. During 2022, 37,756 restricted stock units were granted for the 2021 Annual Incentive Plan. We record compensation expense for these awards in Selling, general and administrative expenses on the Consolidated Statements of Operations with a corresponding credit to Additional paid-in capital within Stockholders’ equity, based on the fair value of the awards at the end of each reporting period, which reflects the effects of stock price changes. The expense is recognized over a fifteen-month period