Share-Based Compensation

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

The Company’s share-based compensation payments to employees are recognized based on their grant-date fair values during the period in which the employee is required to provide services in exchange for the award. Share-based compensation is recognized as a component of selling and administrative expense. Total share-based compensation expense was $5,599 and $3,100 for the three months ended September 30, 2014 and 2013, respectively, and $15,978 and $14,070 for the nine months ended September 30, 2014 and 2013, respectively. Share-based compensation expense for the nine months ended September 30, 2013 included accelerated expense of $2,982 related to executive severance.

Options outstanding and exercisable as of September 30, 2014 under the Company’s 1991 Equity and Performance Incentive Plan (as Amended and Restated as of April 13, 2009) (the 1991 Plan) and changes during the nine months ended September 30, 2014, were as follows:



	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (1)
	(in thousands)		(per share)		(in years)
Outstanding at January 1, 2014	1,954		$	39.63
Expired or forfeited	(335	)	51.73
Exercised	(445	)	32.89
Granted	454		34.20
Outstanding at September 30, 2014	1,628		37.23		6	$	2,981
Options exercisable at September 30, 2014	891		40.31		4	1,599
Options vested and expected to vest at September 30, 2014 (2)	1,601		37.31		6	2,914

(1)

The aggregate intrinsic value (the difference between the closing price of the Company’s common shares on the last trading day of the third quarter of 2014 and the exercise price, multiplied by the number of “in-the-money” options) that would have been received by the option holders had all option holders exercised their options on September 30, 2014. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common shares.


(2)	The options expected to vest are the result of applying the pre-vesting forfeiture rate assumption to total outstanding non-vested options.

The following table summarizes information on non-vested RSUs and performance shares for the nine months ended September 30, 2014:



	Number of Shares		Weighted-Average Grant-Date Fair Value
	(in thousands)		(per share)
RSUs:
Non-vested at January 1, 2014	499		$	32.28
Forfeited	(52	)	32.91
Vested	(132	)	32.73
Granted (1)	327		35.25
Non-vested at September 30, 2014	642		33.65
Performance Shares (2):
Non-vested at January 1, 2014	542		$	37.10
Forfeited	(172	)	39.63
Granted (3)	777		38.08
Non-vested at September 30, 2014	1,147		37.38


(1)	The RSUs granted during the nine months ended September 30, 2014 include 35 thousand one-year RSUs to non-employee directors under the 1991 Plan. These RSUs have a weighted-average grant-date fair value of $39.35.


(2)	Non-vested performance shares are based on a maximum potential payout. Actual shares granted at the end of the performance period may be less than the maximum potential payout level depending on achievement of performance share objectives. Performance shares are based on certain annual management objectives, as determined by the Board of Directors.


(3)	The maximum performance shares granted during the nine months ended September 30, 2014 include 482 thousand shares that vest proportionately over a three-year period and have a weighted-average grant-date fair value of $35.49.

As of September 30, 2014, there were 143 thousand non-employee director deferred shares vested and outstanding.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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