Stock-Based Compensation and Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stock-Based Compensation and Equity

Stock-Based Compensation and Equity

Stock-Based Compensation

We maintain several stock-based compensation plans, which are more fully described in the 2021 Annual Report. There have been no significant changes to the terms and conditions of any of our stock-based compensation plans or arrangements during the three months ended March 31, 2022. We recorded stock-based compensation expense of $7.8 million and $5.4 million during the three months ended March 31, 2022 and 2021, respectively, which was included in Stock-based compensation expense in the consolidated financial statements.

Restricted and Conditional Awards

Nonvested restricted share awards (“RSAs”), restricted share units (“RSUs”), and performance share units (“PSUs”) at March 31, 2022 and changes during the three months ended March 31, 2022 were as follows:

	RSA and RSU Awards			PSU Awards
	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2022	306,994	$	71.21	398,255	$	86.86
Granted (a)	211,124	80.09		144,311	104.97
Vested (b)	(134,271)	72.49		(165,615)	92.16
Forfeited	(1,008)	77.17		—	—
Adjustment (c)	—	—		86,505	87.28
Nonvested at March 31, 2022 (d)	382,839	$	75.64	463,456	$	91.77

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(a)The grant date fair value of RSAs and RSUs reflect our stock price on the date of grant on a one-for-one basis. The grant date fair value of PSUs was determined utilizing (i) a Monte Carlo simulation model to generate an estimate of our future stock price over the three-year performance period and (ii) future financial performance projections. To estimate the fair value of PSUs granted during the three months ended March 31, 2022, we used a risk-free interest rate of 1.2%, an expected volatility rate of 36.7%, and assumed a dividend yield of zero.

(b)The grant date fair value of shares vested during the three months ended March 31, 2022 was $25.0 million. Employees have the option to take immediate delivery of the shares upon vesting or defer receipt to a future date pursuant to previously made deferral elections. At March 31, 2022 and December 31, 2021, we had an obligation to issue 1,185,183 and 1,104,020 shares, respectively, of our common stock underlying such deferred awards, which is recorded within Total stockholders’ equity as a Deferred compensation obligation of $57.2 million and $49.8 million, respectively.

(c)Vesting and payment of the PSUs is conditioned upon certain company and/or market performance goals being met during the relevant three-year performance period. The ultimate number of PSUs to be vested will depend on the extent to which the performance goals are met and can range from zero to three times the original awards. As a result, we recorded adjustments at March 31, 2022 to reflect the number of shares expected to be issued when the PSUs vest.

(d)At March 31, 2022, total unrecognized compensation expense related to these awards was approximately $53.4 million, with an aggregate weighted-average remaining term of 2.4 years.

Earnings Per Share

The following table summarizes basic and diluted earnings (dollars in thousands):

	Three Months Ended March 31,
	2022		2021
Net income — basic and diluted	$	156,995	$	51,634
Weighted-average shares outstanding — basic	191,911,414		176,640,861
Effect of dilutive securities	505,228		324,649
Weighted-average shares outstanding — diluted	192,416,642		176,965,510

For the three months ended March 31, 2022 and 2021, there were no potentially dilutive securities excluded from the computation of diluted earnings per share.

ATM Program

Our ATM Program is discussed in the 2021 Annual Report. The following table sets forth certain information regarding the issuance of shares of our common stock under our ATM Program during the periods presented (net proceeds in thousands):

	Three Months Ended March 31,
	2022		2021
Shares of common stock issued	2,249,227		2,020,115
Weighted-average price per share	$	80.60	$	70.26
Net proceeds	$	178,994	$	140,220

As of March 31, 2022, $90.8 million remained available for issuance under our ATM Program. See Note 16, Subsequent Events for issuances under our ATM Program subsequent to March 31, 2022 and through the date of this Report.

Forward Equity Offerings

We refer to our three forward equity offerings presented below as the June 2020 Equity Forwards, June 2021 Equity Forwards, and August 2021 Equity Forwards (collectively, the “Equity Forwards”), which are discussed in the 2021 Annual Report (gross offering proceeds at closing in thousands):

	Agreement Date (a)	Shares Offered (b)	Gross Offering Price		Gross Offering Proceeds at Closing		Outstanding Shares as of March 31, 2022
June 2020 Equity Forwards (c)	6/17/2020	5,462,500	$	70.00	$	382,375	—
June 2021 Equity Forwards (d)	6/7/2021	6,037,500	75.30		454,624		—
August 2021 Equity Forwards	8/9/2021	5,175,000	78.00		403,650		3,925,000
							3,925,000

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(a)We expect to settle the Equity Forwards in full within 18 months of the respective agreement dates via physical delivery of the outstanding shares of common stock in exchange for cash proceeds, although we may elect cash settlement or net share settlement for all or a portion of our obligations under the Equity Forwards, subject to certain conditions.

(b)Includes 712,500, 787,500, and 675,000 shares of common stock purchased by certain underwriters in connection with the June 2020 Equity Forwards, June 2021 Equity Forwards, and August 2021 Equity Forwards, respectively, upon the exercise of 30-day options to purchase additional shares.

(c)All remaining outstanding shares were settled during the three months ended June 30, 2021.

(d)All remaining outstanding shares were settled during the three months ended December 31, 2021.

During the three months ended March 31, 2022 and 2021, we did not issue any shares of our common stock under our Equity Forwards.

Reclassifications Out of Accumulated Other Comprehensive Loss

The following tables present a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands):

	Three Months Ended March 31, 2022
	Gains and (Losses) on Derivative Instruments		Foreign Currency Translation Adjustments		Gains and (Losses) on Investments		Total
Beginning balance	$	16,347	$	(256,705)	$	18,688	$	(221,670)
Other comprehensive income before reclassifications	9,310		(9,152)		—		158
Amounts reclassified from accumulated other comprehensive loss to:
Non-operating income	(2,104)		—		—		(2,104)
Interest expense	164		—		—		164
Other gains and (losses) (Note 8)	—		—		(18,688)		(18,688)
Total	(1,940)		—		(18,688)		(20,628)
Net current period other comprehensive loss	7,370		(9,152)		(18,688)		(20,470)
Ending balance	$	23,717	$	(265,857)	$	—	$	(242,140)

	Three Months Ended March 31, 2021
	Gains and (Losses) on Derivative Instruments		Foreign Currency Translation Adjustments		Gains and (Losses) on Investments		Total
Beginning balance	$	(18,937)	$	(220,969)	$	—	$	(239,906)
Other comprehensive income before reclassifications	18,412		(13,902)		—		4,510
Amounts reclassified from accumulated other comprehensive loss to:
Non-operating income	1,181		—		—		1,181
Interest expense	326		—		—		326
Total	1,507		—		—		1,507
Net current period other comprehensive income	19,919		(13,902)		—		6,017
Ending balance	$	982	$	(234,871)	$	—	$	(233,889)

See Note 9 for additional information on our derivatives activity recognized within Other comprehensive (loss) income for the periods presented.

Dividends Declared

During the first quarter of 2022, our Board declared a quarterly dividend of $1.057 per share, which was paid on April 14, 2022 to stockholders of record as of March 31, 2022.