STOCK-BASED COMPENSATION

The Company’s stock compensation plan, approved by the Company’s stockholders and administered by the Compensation and Benefits Committee of the Board of Directors of the Company (the “CBC”), provides for the grant of incentive stock options, restricted stock and other stock-based awards or units to key employees and directors. The plan authorizes the grant of up to 7.8 million shares or units through April 2025. At December 31, 2017, approximately 4.9 million shares were available for future issuance under the plan.

The total compensation expense related to all grants awarded under the plan was $4.6 million, $4.8 million and $6.7 million, for the years ended December 31, 2017, 2016 and 2015, respectively. The related income tax benefits recognized in earnings were $1.1 million, $2.2 million and $2.2 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Stock Options

Stock options vest ratably (i.e. one-third annually) over the three years from the date of the grant. The cost of stock options, based on their fair value at the date of grant, is charged to expense over the respective vesting periods. Stock options normally become exercisable at a rate of one-third annually and in full on the third anniversary date. Under the plan, all options and rights must be exercised within ten years from date of grant. At the Company’s discretion, vested stock option holders are permitted to elect an alternative settlement method in lieu of purchasing common stock at the option price. The alternative settlement method permits the employee to receive, without payment to the Company, cash, shares of common stock or a combination thereof equal to the excess of market value of common stock over the option purchase price. The Company has historically settled all such options in common stock and intends to continue to do so. Stock options do not have voting or dividend rights until such time that the options are exercised and shares have been issued.

The weighted average fair value of options granted during 2017, 2016 and 2015 was $7.00, $4.25 and $6.12, respectively.

The fair value of each option grant was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:



	2017		2016		2015
Dividend yield	1.7	%	2.2	%	1.5	%
Expected volatility	45	%	43	%	46	%
Risk free interest rate	2.2	%	1.3	%	1.5	%
Weighted average expected option life in years	7.5		5.8		5.7

The expected life of options represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. Expected volatility is based on historical volatility of the Company’s common stock. Dividend yields are based on historical dividend payments.

The following summarizes stock option activity:



	Option Shares						Weighted Average Exercise Price
(in millions)	2017		2016		2015		2017		2016		2015
Outstanding, at beginning of year	2.6		2.1		2.0		$	10.71	$	10.29	$	9.28
Granted	0.5		0.7		0.3		15.30		12.69		16.08
Exercised	(0.3	)	(0.1	)	(0.1	)	10.53		8.39		7.34
Canceled or expired	(0.5	)	(0.1	)	(0.1	)	14.10		15.77		14.69
Outstanding, at end of year	2.3		2.6		2.1		$	11.08	$	10.71	$	10.29
Exercisable, at end of year	1.6		1.6		1.4		$	9.57	$	8.96	$	8.47

At December 31, 2017, options that have vested and are expected to vest totaled 2.2 million shares, with a weighted average exercise price of $10.91, and represent the sum of 1.6 million vested (or exercisable) options and 0.6 million options that are expected to vest. Options that are expected to vest are derived by applying the pre-vesting forfeiture rate assumption against outstanding, unvested options as of December 31, 2017.

The following table summarizes information for stock options outstanding as of December 31, 2017 under all plans:



	Options Outstanding				Options Exercisable
Range of Exercise Prices	Shares	Weighted Average Remaining Life	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
	(in millions)	(in years)			(in millions)
$5.01 — $10.00	1.0	4.0	$	6.63	1.0	$	6.63
10.01 — 15.00	0.8	7.5	13.02		0.4	13.30
15.01 — 20.00	0.5	8.1	16.51		0.2	16.09
	2.3	6.2	$	11.08	1.6	$	9.57

The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2017 was $20.8 million and $16.9 million, respectively. The total intrinsic value of stock options exercised was $2.3 million, $0.4 million and $0.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. The related tax benefits were $0.9 million, $0.1 million and $0.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. Cash received from the exercise of stock options was $1.6 million, $0.5 million and $1.0 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The total compensation expense related to all stock option compensation plans was $2.2 million, $2.1 million and $2.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, there was $2.3 million of total unrecognized compensation cost related to stock options that is expected to be recognized over the weighted-average period of approximately 1.7 years.

Restricted Stock

Restricted stock awards and restricted stock units primarily cliff vest at the third anniversary from the date of grant, provided the recipient is still employed by the Company on the vesting date. The cost of restricted stock, based on the fair market value of the underlying shares determined using the closing market price on the date of grant, is charged to expense over the respective vesting periods. Shares associated with non-vested restricted stock awards have the same voting rights as the Company’s common stock and have non-forfeitable rights to dividends. Shares associated with non-vested restricted stock units do not have voting or dividend rights.

The following table summarizes restricted stock activity for the year ended December 31, 2017:



	Number of Restricted Shares		Weighted Average Price per Share
	(in millions)
Outstanding and non-vested, at December 31, 2016	0.2		$	14.03
Granted	0.2		16.94
Vested	(0.1	)	15.09
Forfeited	(0.1	)	15.69
Outstanding and non-vested, at December 31, 2017	0.2		$	15.52

The total grant-date fair value of restricted stock that vested in the years ended December 31, 2017, 2016 and 2015 was $1.5 million, $1.3 million and $1.3 million, respectively.

The total compensation expense related to all restricted stock compensation plans was $1.6 million, $1.2 million and $1.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, there was $1.2 million of total unrecognized compensation cost related to restricted stock that is expected to be recognized over the weighted-average period of approximately 2.1 years.

Performance Awards

In each of the three years in the period ended December 31, 2017, the Company granted performance-based restricted stock unit awards (“PSUs”) to certain executives and other non-executive officers. Performance targets associated with PSUs are set annually and approved by the CBC. At the Company’s discretion, actual payment of the awards earned shall be in cash or in common stock of the Company, or in a combination of both. The Company intends to settle all such awards by issuing shares of its common stock. The number of shares of common stock that the Company may issue in connection with these PSUs can range from 0% to 200% of target, depending upon achievement against the performance targets. Shares associated with non-vested PSUs do not have voting or dividend rights until issuance. The Company assesses the probability of vesting, based on expected achievement against these performance targets, on a quarterly basis.

The cost of PSUs, based on their fair market value determined using the closing market price on the date of grant, is charged to expense over the respective vesting periods, which is the three-year period ended December 31, 2017 for the 2015 grants, the three-year period ended December 31, 2018 for the 2016 grants and the three-year period ended December 31, 2019 for the 2017 grants.

The PSUs granted in 2017 have a three-year performance period ending December 31, 2019, in which the Company must achieve a certain cumulative EPS from continuing operations and a certain average return on invested capital (“ROIC”), which are performance conditions per ASC 718. If earned, these shares would vest on December 31, 2019.

The PSUs granted in 2016 have a three-year performance period ending December 31, 2018, in which the Company must achieve a certain cumulative EPS from continuing operations and a certain average ROIC, which are performance conditions per ASC 718. If earned, these shares would vest on December 31, 2018.

The PSUs granted in 2015 had a three-year performance period ending December 31, 2017, in which a certain cumulative EPS from continuing operations and a certain average ROIC was targeted. The EPS and ROIC thresholds during the three-year performance period were not achieved, and none of the target shares were earned.

The total grant-date fair value of PSUs that vested in the years ended December 31, 2017, 2016 and 2015 was $0.3 million, $3.7 million and $3.7 million, respectively.

Compensation expense included in the Consolidated Statements of Operations for the PSUs in the years ended December 31, 2017, 2016 and 2015 was $0.8 million, $1.5 million and $3.5 million, respectively. As of December 31, 2017, there was $2.0 million of total unrecognized compensation cost related to PSUs that is expected to be recognized over the weighted-average period of approximately 2.0 years.

The following table summarizes PSU activity for the year ended December 31, 2017:



	Number of PSUs		Weighted Average Price per Share
	(in millions)
Outstanding and non-vested, at December 31, 2016	0.4		$	13.91
Granted	0.2		17.00
Vested	—		15.83
Forfeited ^(a)	(0.3	)	14.95
Outstanding and non-vested, at December 31, 2017	0.3		$	15.19


(a)	Includes 0.1 million PSUs, representing the effect of the PSUs granted in 2015 not meeting the targets over the applicable performance period, which ended on December 31, 2017.

Excess Tax Benefits

For income tax purposes, stock-based compensation expense is deductible in the year of exercise or vesting based on the intrinsic value of the award on the date of exercise or vesting. For financial reporting purposes, stock-based compensation expense is based upon grant-date fair value and amortized over the vesting period. Excess tax benefits represent the excess tax deduction received by the Company resulting from the difference between the stock-based compensation expense deductible for income tax purposes and the stock-based compensation expense recognized for financial reporting purposes.

Prior to the adoption of ASU 2016-09 on January 1, 2016, excess tax benefits were recorded to Capital in excess of par value on the Consolidated Statements of Stockholders’ Equity. Excess tax benefits for the year ended December 31, 2015 was $1.6 million. Subsequent to the adoption of ASU 2016-09, excess tax benefits are recorded as a component of Income tax expense on the Consolidated Statements of Operations.

Prior to the adoption of ASU 2016-09, excess tax benefits were presented as a cash outflow from operating activities and as a cash inflow from financing activities on the Consolidated Statements of Cash Flows. ASU 2016-09 requires excess tax benefits from share-based compensation to be included as a component of cash flow from operating activities on the Consolidated Statements of Cash Flow rather than as a component of cash flow from financing activities. As permitted by ASU 2016-09, the Company has applied this change prospectively during the year ended December 31, 2016 and prior periods have not been adjusted to conform to the current-year presentation.