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Stock-Based Compensation and Equity
9 Months Ended
Sep. 30, 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 nine months ended September 30, 2022. We recorded stock-based compensation expense of $5.5 million and $4.4 million during the three months ended September 30, 2022 and 2021, respectively, and $23.1 million and $18.8 million during the nine months ended September 30, 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 September 30, 2022 and changes during the nine months ended September 30, 2022 were as follows:
RSA and RSU AwardsPSU Awards
SharesWeighted-Average
Grant Date
Fair Value
SharesWeighted-Average
Grant Date
Fair Value
Nonvested at January 1, 2022
306,994 $71.21 398,255 $86.86 
Granted (a)
229,497 80.35 144,311 104.97 
Vested (b)
(154,028)72.80 (165,615)92.16 
Forfeited(5,546)76.44 — — 
Adjustment (c)
— — 84,248 88.78 
Nonvested at September 30, 2022 (d)
376,917 $76.04 461,199 $92.00 
__________
(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 nine months ended September 30, 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 nine months ended September 30, 2022 was $26.5 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 September 30, 2022 and December 31, 2021, we had an obligation to issue 1,181,947 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 $57.0 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 September 30, 2022 to reflect the number of shares expected to be issued when the PSUs vest.
(d)At September 30, 2022, total unrecognized compensation expense related to these awards was approximately $39.2 million, with an aggregate weighted-average remaining term of 2.0 years.
Earnings Per Share
 
The following table summarizes basic and diluted earnings (dollars in thousands):
 Three Months Ended September 30,Nine Months Ended September 30,
 2022202120222021
Net income — basic and diluted$104,928 $138,547 $389,601 $310,426 
Weighted-average shares outstanding — basic203,093,553 185,422,639 196,382,433 180,753,115 
Effect of dilutive securities1,004,563 589,839 882,076 570,013 
Weighted-average shares outstanding — diluted204,098,116 186,012,478 197,264,509 181,323,128 

For the three and nine months ended September 30, 2022 and 2021, potentially dilutive securities excluded from the computation of diluted earnings per share were insignificant.

ATM Program

On May 2, 2022, we established a continuous “at-the-market” offering program (“ATM Program”) with a syndicate of banks, pursuant to which shares of our common stock having an aggregate gross sales price of up to $1.0 billion may be sold (i) directly through or to the banks acting as sales agents or as principal for their own accounts or (ii) participating banks or their affiliates acting as forward sellers on behalf of any forward purchasers pursuant to a forward sale agreement (our “ATM Forwards”). Effective as of that date, we terminated a prior ATM Program that was established on August 9, 2019.

Our prior 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 prior ATM Program during the periods presented (net proceeds in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Shares of common stock issued— — 2,740,295 4,225,624 
Weighted-average price per share$— $— $80.79 $72.50 
Net proceeds$— $— $218,081 $302,506 

Forward Equity

We expect to settle the ATM Forwards in full on or prior to the maturity date of each ATM Forward via physical delivery of the outstanding shares of common stock in exchange for cash proceeds. However, subject to certain exceptions, we may also elect to cash settle or net share settle all or any portion of our obligations under any ATM Forwards. The forward sale price that we will receive upon physical settlement of the ATM Forwards will be (i) subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread (i.e., if the specified daily rate is less than the spread on any day, the interest rate factor will result in a daily reduction of the applicable forward sale price) and (ii) decreased based on amounts related to expected dividends on shares of our common stock during the term of the ATM Forwards.

We determined that our ATM Forwards meet the criteria for equity classification and are therefore exempt from derivative accounting. We recorded the ATM Forwards at fair value at inception, which we determined to be zero. Subsequent changes to fair value are not required under equity classification.
In addition, 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. Our ATM Forwards are also presented below (gross offering proceeds at closing in thousands):
Agreement Date (a)
Shares Offered (b)
Average Gross Offering PriceAverage Gross Offering Proceeds at Closing
Outstanding Shares as of September 30, 2022
June 2020 Equity Forwards (c)
6/17/20205,462,500$70.00 $382,375 
June 2021 Equity Forwards (d)
6/7/20216,037,50075.30 454,624 
August 2021 Equity Forwards8/9/20215,175,00078.00 403,650 2,587,500
ATM Forwards (e)
5/2/20225,538,03784.81 469,697 5,538,037
8,125,537
__________
(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.
(e)We sold shares under our ATM Forwards during the second and third quarters of 2022. We did not settle any of the shares sold and therefore did not receive any proceeds from such sales.

The following table sets forth certain information regarding the settlement of our Equity Forwards during the periods presented (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Shares of common stock delivered1,337,500 2,012,500 1,337,500 6,535,709 
Net proceeds$97,456 $147,363 $97,456 $457,227 
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 September 30, 2022
Gains and (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsGains and (Losses) on InvestmentsTotal
Beginning balance$43,693 $(309,850)$— $(266,157)
Other comprehensive loss before reclassifications28,531 (56,053)— (27,522)
Amounts reclassified from accumulated other comprehensive loss to:
Non-operating income(4,987)— — (4,987)
Interest expense66 — — 66 
Total(4,921)— — (4,921)
Net current period other comprehensive loss23,610 (56,053)— (32,443)
Net current period other comprehensive loss attributable to noncontrolling interests— 543 — 543 
Ending balance$67,303 $(365,360)$— $(298,057)
Three Months Ended September 30, 2021
Gains and (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsGains and (Losses) on InvestmentsTotal
Beginning balance$(1,062)$(228,898)$— $(229,960)
Other comprehensive loss before reclassifications12,932 (20,400)— (7,468)
Amounts reclassified from accumulated other comprehensive loss to:
Interest expense196 — — 196 
Non-operating income(14)— — (14)
Total182 — — 182 
Net current period other comprehensive loss13,114 (20,400)— (7,286)
Ending balance$12,052 $(249,298)$— $(237,246)
Nine Months Ended September 30, 2022
Gains and (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsGains and (Losses) on InvestmentsTotal
Beginning balance$16,347 $(256,705)$18,688 $(221,670)
Other comprehensive loss before reclassifications61,054 (109,198)— (48,144)
Amounts reclassified from accumulated other comprehensive loss to:
Non-operating income(10,450)— — (10,450)
Interest expense352 — — 352 
Other gains and (losses) (Note 9)
— — (18,688)(18,688)
Total(10,098)— (18,688)(28,786)
Net current period other comprehensive loss50,956 (109,198)(18,688)(76,930)
Net current period other comprehensive loss attributable to noncontrolling interests— 543 — 543 
Ending balance$67,303 $(365,360)$— $(298,057)
Nine Months Ended September 30, 2021
Gains and (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsGains and (Losses) on InvestmentsTotal
Beginning balance$(18,937)$(220,969)$— $(239,906)
Other comprehensive income before reclassifications29,737 (28,329)— 1,408 
Amounts reclassified from accumulated other comprehensive loss to:
Interest expense720 — — 720 
Non-operating income553 — — 553 
Total1,273 — — 1,273 
Net current period other comprehensive income31,010 (28,329)— 2,681 
Net current period other comprehensive income attributable to noncontrolling interests(21)— — (21)
Ending balance$12,052 $(249,298)$— $(237,246)

See Note 10 for additional information on our derivatives activity recognized within Other comprehensive (loss) income for the periods presented.

Dividends Declared

During the third quarter of 2022, our Board declared a quarterly dividend of $1.061 per share, which was paid on October 14, 2022 to stockholders of record as of September 30, 2022.

During the nine months ended September 30, 2022, we declared dividends totaling $3.177 per share.