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Stockholders' Equity
12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Stockholders' Equity
Stockholders' Equity
Common Stock Offering. In June 2015, we completed an underwritten public offering of 5,750,000 shares of our common stock, including the over-allotment option. Net of issuance costs, proceeds from the offering amounted to $373 million, or $64.90 per share, resulting in an increase to additional paid-in capital. We are using the proceeds to finance working capital needs, acquisitions, capital expenditures, and other general corporate activities.
1.125% Warrants. In connection with the Call Spread Overlay transaction described in Note 13, “Derivatives,” in 2013, we issued 13,490,236 warrants with a strike price of $53.8475 per share. The number of warrants and the strike price are subject to adjustment under certain circumstances. If the market value per share of our common stock exceeds the strike price of the 1.125% Warrants on any trading day during the 160 trading day measurement period (beginning on April 15, 2020) under the 1.125% Warrants, we will be obligated to issue to the Counterparties a number of shares equal in value to the product of the amount by which such market value exceeds such strike price and 1/160th of the aggregate number of shares of our common stock underlying the 1.125% Warrants, subject to a share delivery cap. The 1.125% Warrants could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the 1.125% Warrants. Refer to Note 3, “Net Income per Share,” for dilution information for the periods presented. We will not receive any additional proceeds if the 1.125% Warrants are exercised.
Securities Repurchase Programs. In December 2015, our board of directors authorized the repurchase of up to $50 million in aggregate of our common stock or senior notes. We did not repurchase any shares under this program, which expired without renewal on December 31, 2016.
Stock Incentive Plans. At December 31, 2016, we had employee equity incentives outstanding under two plans: (1) the 2011 Equity Incentive Plan (2011 Plan); and (2) the 2002 Equity Incentive Plan (from which equity incentives are no longer awarded).
The 2011 Plan provides for the award of restricted shares and units, performance shares and units, stock options and stock bonuses to the company’s officers, employees, directors, consultants, advisers, and other service providers. The 2011 Plan provides for the issuance of up to 4.5 million shares of common stock.
Restricted share awards are granted with a fair value equal to the market price of our common stock on the date of grant, and generally vest in equal annual installments over periods up to four years from the date of grant. We recognize expense for these awards on a straight-line basis. Stock option awards have an exercise price equal to the fair market value of our common stock on the date of grant, generally vest in equal annual installments over periods up to four years from the date of grant, and have a maximum term of ten years from the date of grant.
In connection with our equity incentive plans and employee stock purchase plan, approximately 674,000 shares of common stock were purchased or vested, net of shares used to settle employees’ income tax obligations, during the year ended December 31, 2016.
Charged to general and administrative expenses, total share-based compensation expense was as follows:
 
Year Ended December 31,
 
2016
 
2015
 
2014
 
(In millions)
 
Pretax
Charges
 
Net-of-Tax
Amount
 
Pretax
Charges
 
Net-of-Tax
Amount
 
Pretax
Charges
 
Net-of-Tax
Amount
Restricted stock and performance awards
$
20

 
$
17

 
$
19

 
$
13

 
$
19

 
$
12

Employee stock purchase plan and stock options
6

 
5

 
4

 
3

 
3

 
2

 
$
26

 
$
22

 
$
23

 
$
16

 
$
22

 
$
14


As of December 31, 2016, there was $29 million of total unrecognized compensation expense related to unvested restricted share awards, including those with performance conditions, which we expect to recognize over a remaining weighted-average period of 1.7 years. This unrecognized compensation cost assumes an estimated forfeiture rate of 4.7% for non-executive employees as of December 31, 2016. As of December 31, 2016, there was no unrecognized compensation expense related to unvested stock options.
Restricted stock. Restricted and performance stock activity for the year ended December 31, 2016 is summarized below:
 
Restricted Shares
 
Performance Shares
 
Total Shares
 
Weighted
Average
Grant Date
Fair Value
Unvested balance as of December 31, 2015
658,156

 
376,601

 
1,034,757

 
$
46.68

Granted
300,007

 
226,010

 
526,017

 
63.84

Vested
(352,292
)
 

 
(352,292
)
 
42.06

Canceled

 
(256,955
)
 
(256,955
)
 
46.24

Forfeited
(28,627
)
 

 
(28,627
)
 
53.06

Unvested balance as of December 31, 2016
577,244

 
345,656

 
922,900

 
$
58.15


The total fair value of restricted awards, including those with performance or market conditions, granted during the years ended December 31, 2016, 2015, and 2014 was $34 million, $28 million, and $25 million, respectively. The total fair value of restricted awards, including those with performance or market conditions, which vested during the years ended December 31, 2016, 2015, and 2014 was $22 million, $39 million, and $24 million, respectively.
Employee Stock Purchase Plan. Under our employee stock purchase plan (ESPP), eligible employees may purchase common shares at 85% of the lower of the fair market value of our common stock on either the first or last trading day of each six-month offering period. Each participant is limited to a maximum purchase of $25,000 (as measured by the fair value of the stock acquired) per year through payroll deductions. We estimate the fair value of the stock issued using the Black-Scholes option pricing model. For the years ended December 31, 2016, 2015, and 2014, the inputs to this model were as follows: risk-free interest rates of approximately 0.1% to 0.5%; expected volatilities ranging from approximately 30% to 40%, dividend yields of 0%, and an average expected life of 0.5 years. We issued approximately 410,000, 302,000 and 327,000 shares of our common stock under the ESPP during the years ended December 31, 2016, 2015, and 2014, respectively. The 2011 ESPP provides for the issuance of up to three million shares of common stock.
Stock Options. No stock options were granted in 2016, 2015 and 2014, and stock options outstanding as of December 31, 2016 were insignificant. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015, and 2014 was $1 million, $6 million, and $2 million, respectively.