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Share-Based Compensation and Equity
12 Months Ended
Dec. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
SHARE-BASED COMPENSATION AND EQUITY SHARE-BASED COMPENSATION AND EQUITY

Dividends. On the basis of amounts declared and paid quarterly, the annualized dividends per share were $0.10 and $0.40 for the years ended December 31, 2018 and 2017, respectively. The Company did not pay any dividends in 2019. In May 2018, the Company announced its decision to reallocate future dividend funds towards debt reduction and other capital resource needs.

Share-Based Compensation Cost. The Company recognizes costs resulting from all share-based payment transactions based on the fair market value of the award as of the grant date. Awards are valued at fair value and compensation cost is recognized on a straight-line basis over the requisite periods of each award. The Company estimated forfeiture rates are based on historical experience. To cover the exercise and/or vesting of its share-based payments, the Company generally issues new shares from its authorized, unissued share pool. The number of common shares that may be issued pursuant to the 2017 Equity and Performance Incentive Plan (the 2017 Plan) was 9.1, of which 4.1 shares were available for issuance at December 31, 2019.
The following table summarizes the components of the Company’s employee and non-employee directors share-based compensation programs recognized as selling and administrative expense for the years ended December 31:
 
2019
 
2018
 
2017
Stock options
 
 
 
 
 
Pre-tax compensation expense
$
1.5

 
$
2.8

 
$
4.6

Tax benefit
(0.2
)
 
(0.6
)
 
(1.3
)
Stock option expense, net of tax
$
1.3

 
$
2.2

 
$
3.3

 
 
 
 
 
 
RSU's
 
 
 
 
 
Pre-tax compensation expense
$
11.6

 
$
19.8

 
$
16.4

Tax benefit
(2.5
)
 
(4.3
)
 
(4.0
)
RSU expense, net of tax
$
9.1

 
$
15.5

 
$
12.4

 
 
 
 
 
 
Performance shares
 
 
 
 
 
Pre-tax compensation expense
$
10.9

 
$
14.0

 
$
12.9

Tax benefit
(2.9
)
 
(3.3
)
 
(3.0
)
Performance share expense, net of tax
$
8.0

 
$
10.7

 
$
9.9

 
 
 
 
 
 
Total share-based compensation
 
 
 
 
 
Pre-tax compensation expense
$
24.0

 
$
36.6

 
$
33.9

Tax benefit
(5.6
)
 
(8.2
)
 
(8.3
)
Total share-based compensation, net of tax
$
18.4

 
$
28.4

 
$
25.6



The following table summarizes information related to unrecognized share-based compensation costs as of December 31, 2019:
 
Unrecognized
Cost
 
Weighted-Average Period
 
 
 
(years)
Stock options
$
2.0

 
1.4
RSUs
8.8

 
1.2
Performance shares
10.8

 
1.2
 
$
21.6

 
 


SHARE-BASED COMPENSATION AWARDS

Stock options, RSUs and performance shares have been issued to officers and other management employees under the Company’s Amended and Restated 1991 Equity and Performance Incentive Plan (as amended and restated as of February 12, 2014) (the 1991 Plan) and the 2017 Plan. Certain awards have accelerated vesting clauses that result in a non-substantive vesting requirement, which results in either immediate or accelerated expense.

Stock Options

Stock options generally vest after a period of one year to three years and have a maturity of ten years from the issuance date. Option exercise prices equal the closing price of the Company’s common shares on the date of grant. The estimated fair value of the options granted was calculated using a Black-Scholes option pricing model using the following assumptions:
 
2019
 
2018
 
2017
Expected life (in years)
3

 
3

 
3

Weighted-average volatility
62
%
 
36
%
 
31
%
Risk-free interest rate
2.32-2.58%

 
2.39-2.42%

 
1.28
%
Expected dividend yield
%
 
2.24
%
 
1.65
%


The Company uses historical data to estimate option exercise timing within the valuation model. Employees with similar historical exercise behavior with regard to timing and forfeiture rates are considered separately for valuation and attribution purposes. Expected volatility is based on historical volatility of the price of the Company’s common shares over the expected life of the equity instrument. The risk-free rate of interest is based on a zero-coupon U.S. government instrument over the expected life of the equity instrument. The expected dividend yield is based on actual dividends paid per share and the price of the Company’s common shares.

Options outstanding and exercisable as of December 31, 2019 and changes during the year ended were as follows:
 
Number of Shares
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term
 
Aggregate Intrinsic Value (1)
 

 
(per share)
 
(in years)
 
 
Outstanding at January 1, 2019
2.5

 
$
27.05

 
 
 
 
Expired or forfeited
(1.3
)
 
$
29.62

 
 
 
 
Granted
1.2

 
$
4.67

 
 
 
 
Outstanding at December 31, 2019
2.4

 
$
14.89

 
8
 
$

Options exercisable at December 31, 2019
0.8

 
$
26.67

 
6
 
$

Options vested and expected to vest (2) at December 31, 2019
2.4

 
$
14.89

 
8
 
$
6.9


(1) 
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing share price on the last trading day of the year in 2019 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 December 31, 2019. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common shares.
(2) 
The expected to vest options are the result of applying the pre-vesting forfeiture rate assumption to total outstanding non-vested options.

The aggregate intrinsic value of options exercised was minimal for the years ended December 31, 2019, 2018, and 2017. The weighted-average, grant-date fair value of stock options granted for the years ended December 31, 2019, 2018 and 2017 was $2.00, $4.21 and $4.57, respectively. Total fair value of stock options vested during the years ended December 31, 2019, 2018 and 2017 was $7.8, $3.0 and $2.4, respectively. There were no options exercised during the years ended December 31, 2019 or 2018. Exercise of options during the year ended December 31, 2017 resulted in cash receipts of $0.3.

Restricted Stock Units

Each RSU provides for the issuance of one common share of the Company at no cost to the holder and are granted to both employees and non-employee directors. RSUs granted to employees prior to 2016 vest after a period of three years. RSUs granted to employees during or after 2016 ratably vest per annum over a three-year period and for non-employee directors cliff vest after one year. During the vesting period, employees and non-employee directors are paid the cash equivalent of dividends on RSUs. Non-vested employee RSUs are forfeited upon termination unless the Board of Directors determines otherwise.
Non-vested RSUs outstanding as of December 31, 2019 and changes during the year ended were as follows:
 
Number of
Shares
 
Weighted-Average
Grant-Date
Fair Value
Non-vested at January 1, 2019
1.6

 
$
19.66

Forfeited
(0.1
)
 
$
19.63

Vested
(0.8
)
 
$
20.24

Granted (1)
1.5

 
$
5.05

Non-vested at December 31, 2019
2.2

 
$
9.99


(1) 
The RSUs granted during the year ended December 31, 2019 included 0.1 one year RSUs to non-employee directors under the 1991 Plan. These RSUs had a weighted-average, grant-date fair value of $12.71.

The weighted-average grant-date fair value of RSUs granted for the years ended December 31, 2019, 2018 and 2017 was $5.05, $17.34 and $26.81, respectively. The total fair value of RSUs vested during the years ended December 31, 2019, 2018 and 2017 was $14.4, $18.9 and $13.9, respectively.



Performance Shares

Performance shares are granted to employees and vest based on the achievement of certain performance objectives, as determined by the Board of Directors each year. The estimated fair value of certain performance shares granted was calculated using the Monte Carlo simulation method. Each performance share earned entitles the holder to one common share of the Company. The Company's performance shares include performance objectives that are assessed after a period of three years as well as performance objectives that are assessed annually over a period of three years. No shares are vested unless certain performance threshold objectives are met.

Non-vested performance shares outstanding as of December 31, 2019 and changes during the year ended were as follows:
 
Number of
Shares
 
Weighted-Average
Grant-Date
Fair Value
Non-vested at January 1, 2019 (1)
3.0

 
$
26.90

Forfeited
(0.5
)
 
$
27.21

Vested
(0.2
)
 
$
26.60

Granted
0.1

 
$
9.90

Non-vested at December 31, 2019
2.4

 
$
26.44


(1) 
Non-vested performance shares are based on a maximum potential payout. Actual shares vested at the end of the performance period may be less than the maximum potential payout level depending on achievement of the performance objectives, as determined by the Board of Directors.

The weighted-average grant-date fair value of performance shares granted for the years ended December 31, 2019, 2018 and 2017 was $9.90, $22.65 and $31.31, respectively. The total fair value of performance shares vested during the years ended December 31, 2019, 2018 and 2017 was $6.0, $5.5 and $3.6, respectively.

Director Deferred Shares

The Company has a minimal amount of deferred shares which are both vested and outstanding that were issued to non-employee directors under the 1991 Plan and will be issued at the end of the deferral period.