Stockholders' Equity

Equity Incentive Plans

In May 2006, the Company adopted the 2006 Equity Incentive Plan (2006 EIP), which was amended on May 9, 2007. In September 2015, the Company's stockholders approved the 2015 Stock Incentive Plan (2015 SIP), which replaced the Company's 2006 EIP. As with the 2006 EIP, the primary purpose of the 2015 SIP is to encourage ownership in the Company by key personnel, whose long-term service is considered essential to the Company’s continued success. The 2015 SIP reserves 1,275,000 shares of the Company’s common stock for issuance to employees, directors, consultants, independent contractors and advisors, plus any additional shares that are forfeited, or are otherwise terminated under the 2006 EIP. The maximum aggregate number of shares that may be issued to employees under the 2015 SIP through the exercise of incentive stock options is 750,000.

The Company uses various types of stock-based compensation under the 2006 EIP and 2015 SIP, including time-based restricted stock units (RSUs), performance-based stock units (PSUs), stock appreciation rights (SARs), and non-qualified stock options (NQSOs). Annual grants of RSUs (Annual RSUs) and PSUs (Annual PSUs) are available to key personnel and certain executive officers, and long-term incentive plan (LTIP) awards or options are available to certain officers, including named executive officers.

Annual Awards

During fiscal year 2018, the Company elected to grant Annual RSUs and Annual PSUs under the 2015 SIP to key employees, including certain executive officers of the Company. These grants entitle the recipients to receive shares of the Company's common stock upon vesting. The vesting of Annual PSUs is subject to the achievement of pre-established Company performance criteria measured over the fiscal year during which they are granted, and to the extent the performance criteria has been met, vest in equal installments over three years thereafter. The Annual RSUs are subject only to time-based vesting criteria and vest in equal installments over three years following the date of grant. During the year ended March 31, 2018, the Company granted 54,090 Annual PSUs and 133,464 Annual RSUs at a weighted-average grant date fair value of $68.44 and $67.70 per share, respectively. At March 31, 2018, the Company determined that the performance criteria for the fiscal year 2018 Annual PSUs were achieved.

Long-Term Incentive Plan Awards

2007 LTIP SARs and 2007 LTIP PSUs. In May 2007, the Company approved LTIP awards under the 2006 EIP for issuance of SARs (2007 LTIP SARs) and PSUs (2007 LTIP PSUs), which were awarded to certain members of the Company's management team. These awards were subject to vesting based on certain performance criteria and service conditions. Half of the 2007 LTIP SARs and 2007 LTIP PSUs granted were fully vested as of December 31, 2011; 80% of the other half of the awards vested on December 31, 2015, while the remaining 20% did not vest and were cancelled, since it was determined that the Company had not achieved the required performance criteria as of December 31, 2016. Accordingly, the Company recognized a net reversal of stock compensation expense of $2,400 during fiscal year 2017.

2013 LTIP PSUs. In December 2013, the Company approved LTIP awards under the 2006 EIP for issuance of PSUs (2013 LTIP PSUs), which were awarded to certain members of the Company's management team. The 2013 LTIP PSUs were subject to vesting based on certain performance criteria and service conditions over three years. As of March 31, 2015, the Company determined that achievement of the minimum threshold performance criteria was not probable, and accordingly, the Company recognized a net reversal of stock compensation expense of approximately $700. At March 31, 2016, the Company did not meet the minimum threshold performance criteria, and the awards did not vest and were cancelled.

2015 LTIP PSUs. In September 2014, the Company approved LTIP awards under the 2006 EIP for issuance of PSUs (2015 LTIP PSUs), which were awarded to certain members of the Company's management team. The 2015 LTIP PSUs were subject to vesting based on certain performance criteria and service conditions over three years. To the extent financial performance was achieved above the minimum threshold performance criteria, the number of 2015 LTIP PSUs that vested would increase up to the maximum number of units granted under the award. Under this program, the Company granted awards that contained a maximum of approximately 160,000 2015 LTIP PSUs during the year ended March 31, 2015. The weighted-average grant date fair value of the 2015 LTIP PSUs was $98.29 per share. As of March 31, 2016, the Company determined that achievement of the minimum threshold performance criteria was not probable, and accordingly, the Company recognized a net reversal of stock compensation expense of approximately $1,400. As of March 31, 2017, the Company did not meet the minimum threshold performance criteria, and the awards did not vest and were cancelled.

2016 LTIP PSUs. In November 2015, the Company approved LTIP awards under the 2015 SIP for issuance of PSUs (2016 LTIP PSUs), which were awarded to certain members of the Company's management team The 2016 LTIP PSUs were subject to vesting based on certain performance criteria and service conditions over three years. To the extent financial performance was achieved above the minimum threshold performance criteria, the number of 2016 LTIP PSUs that would vest was subject to increase up to a maximum of 200% of the targeted amount for that award. No vesting of any portion of the 2016 LTIP PSUs would occur if the Company failed to achieve at least 90% of the minimum threshold performance criteria. If the Company achieved the performance criteria, vesting of the 2016 LTIP PSUs would be subject to adjustment based on the application of a total stockholder return (TSR) modifier. The amount of the adjustment would be determined based on a comparison of the Company's TSR relative to the TSR of a pre-determined set of peer group companies for the 36-month performance period. Under this program, the Company granted awards that contained a maximum of approximately 308,000 2016 LTIP PSUs during the year ended March 31, 2016. The weighted-average grant date fair value of the 2016 LTIP PSUs was $50.05 per share. The Company did not believe the achievement of at least the minimum threshold performance criteria was probable, and accordingly, did not recognize stock compensation expense for these awards during the years ended March 31, 2018, 2017, or 2016. As of March 31, 2018, the Company did not meet the minimum threshold performance criteria, and the awards did not vest and were cancelled.

Long-Term Incentive Plan Options

During fiscal year 2017, the Company approved LTIP awards under the 2015 SIP for issuance of options (LTIP NQSOs), which were awarded to certain members of the Company’s management team. If the Company achieves the target performance criteria and the recipient provides continuous service, the LTIP NQSOs will vest in three years from the date of grant. Each LTIP NQSO provides the recipient the right to purchase a specified number of shares of the Company's common stock at a fixed exercise price per share based on the closing price of the common stock on the date of grant. The Company measures stock compensation expense for LTIP NQSOs at the date of grant using the Black-Scholes option pricing model.

In November 2016, the Company approved LTIP options (2017 LTIP NQSOs), which were awarded to certain members of the Company's management team, and which will vest on March 31, 2019 if the recipient provides continuous service through that date and the Company achieves the target performance criteria. As of March 31, 2018, the fair value of the 2017 LTIP NQSOs granted, less estimated forfeitures, was $4,825.

In June 2017, the Company approved LTIP options (2018 LTIP NQSOs), which were awarded to certain members of the Company's management team, and which will vest on March 31, 2020 if the recipient provides continuous service through that date and the Company achieves the target performance criteria. As of March 31, 2018, the fair value of the 2018 LTIP NQSOs granted, less estimated forfeitures, was $4,719.

The following table presents the weighted-average valuation assumptions used for the recognition of stock compensation expense for the LTIP NQSOs granted in each period presented:



	2018 LTIP NQSOs			2017 LTIP NQSOs
Expected life (in years)	4.90			5.94
Expected volatility	38.73		%	41.80		%
Risk free interest rate	1.78		%	1.95		%
Dividend yield	—		%	—		%
Weighted-average exercise price	$	69.29		$	61.86
Weighted-average option value	$	25.03		$	26.27

Grants to Directors

Each of the Company's nonemployee directors is entitled to receive common stock with a total value of approximately $125 for annual service on the Board of Directors. The shares are issued in equal quarterly installments with the number of shares being determined using the rolling average of the closing price of the Company's common stock during the last 10 trading days leading up to, and including, the 15^th day of the last month of each quarterly period. Each of these shares is fully vested on the date of issuance.

Stock Compensation Expense

The table below summarizes stock compensation expense by award or option type recognized in the consolidated statements of comprehensive income (loss):



	Years Ended March 31,
	2018			2017			2016
Stock compensation expense recorded for:
Annual RSUs	$	7,761		$	5,191		$	2,356
Annual PSUs	1,829			1,203			3,807
2007 LTIP SARs	—			(1,949		)	893
LTIP PSUs*	—			(296		)	(1,511		)
LTIP NQSOs**	3,432			694			—
Directors' shares	1,134			1,168			1,077
Employee Stock Purchase Plan***	146			164			—
Total stock compensation expense	14,302			6,175			6,622
Income tax benefit recognized	(4,906		)	(2,322		)	(2,525		)
Net stock compensation expense	$	9,396		$	3,853		$	4,097

*2007 LTIP PSUs, 2013 LTIP PSUs, 2015 LTIP PSUs, and 2016 LTIP PSUs are collectively referred to herein as LTIP PSUs.

**LTIP NQSOs include 2017 LTIP NQSOs and 2018 LTIP NQSOs.

***The 2015 Employee Stock Purchase Plan authorizes 1,000,000 shares of the Company's common stock for sale to eligible employees using their after-tax payroll deductions. Each consecutive purchase period is six months in duration and shares are purchased on the last trading day of the purchase period at a price that reflects a 15% discount to the closing price on that date. Purchase windows take place in February and August of each fiscal year.

The table below summarizes the total remaining unrecognized stock compensation expense related to non-vested awards that the Company considers probable to vest and the weighted-average period over which the cost is expected to be recognized as of March 31, 2018:



	Unrecognized Stock Compensation Expense		Weighted-Average Remaining Vesting Period (Years)
Annual RSUs	$	7,517	1.2
Annual PSUs	2,115		1.4
LTIP NQSOs	6,057		1.5
Total	$	15,689

Annual RSUs and Annual PSUs Issued under the 2006 EIP and 2015 SIP

The table below summarizes Annual RSU and Annual PSU activity:



	Number of Shares		Weighted- Average Grant-Date Fair Value
Nonvested at March 31, 2015	340,000		$	70.11
Granted	240,000		70.82
Vested	(132,000	)	66.74
Forfeited	(91,000	)	72.84
Cancelled*	(154,000	)	74.22
Nonvested at March 31, 2016	203,000		68.80
Granted	268,000		59.34
Vested	(111,000	)	65.37
Forfeited	(66,000	)	70.79
Cancelled*	(68,000	)	65.23
Nonvested at March 31, 2017	226,000		63.96
Granted	188,000		67.92
Vested	(102,000	)	67.63
Forfeited	(23,000	)	64.59
Nonvested at March 31, 2018	289,000		$	65.18

*Shares cancelled represent Annual PSUs granted that did not meet the required performance criteria.

2007 LTIP SARs Issued Under the 2006 EIP

There were no 2007 LTIP SARs outstanding or exercisable at March 31, 2018. The table below summarizes 2007 LTIP SARs activity:



	2007 LTIP SARs		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at March 31, 2015	715,000		$	26.73	5.8	$	33,000
Exercised	(80,000	)	26.73
Forfeited	(15,000	)	26.73
Outstanding at March 31, 2016	620,000		26.73		3.5	20,600
Exercised	(290,000	)	26.73
Cancelled*	(90,000	)	26.73
Outstanding at March 31, 2017	240,000		26.73		5.1	7,920
Exercised	(240,000	)	26.73
Outstanding and Exercisable at March 31, 2018	—		$	—	—	$	—

*Shares cancelled represent SARs granted that did not meet the required performance criteria.

No SARs have been issued under the 2015 SIP. The maximum contractual term was 10 and 15 years from the grant date for those 2007 LTIP SARs with final vesting dates of December 31, 2011 and December 31, 2015, respectively.

LTIP PSUs Issued Under the 2006 EIP and the 2015 SIP

The table below summarizes LTIP PSU activity:



	Number of Shares		Weighted- Average Grant-Date Fair Value
Nonvested at March 31, 2015	624,000		$	68.82
Granted	308,000		50.05
Vested	(47,000	)	26.73
Forfeited	(232,000	)	70.98
Cancelled*	(264,000	)	63.22
Nonvested at March 31, 2016	389,000		61.53
Granted	7,000		56.56
Forfeited	(27,000	)	68.63
Cancelled*	(100,000	)	89.77
Nonvested at March 31, 2017	269,000		50.22
Cancelled*	(269,000	)	50.22
Nonvested at March 31, 2018	—		$	—

*Shares cancelled represent LTIP PSUs granted that did not meet the required performance criteria.

LTIP NQSOs Issued Under the 2015 SIP

The table below summarizes LTIP NQSO activity:



	Number of Shares		Weighted- Average Grant-Date Fair Value		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Nonvested at March 31, 2016	—		$	—	—	$	—
Granted	208,000		61.86
Forfeited	(16,000	)	61.86
Nonvested at March 31, 2017	192,000		61.86		9.0	—
Granted	205,000		69.29
Nonvested at March 31, 2018	397,000		$	65.70	7.1	$	9,700

The amounts granted are the maximum amounts under the respective options.

The maximum contractual term was approximately nine and seven years from the grant date for the 2017 NQSOs and 2018 NQSOs, respectively.

Stock Repurchase Programs

In January 2015, the Company's Board of Directors approved a stock repurchase program which authorized the Company to repurchase up to $200,000 of its common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors. In October 2017, the Company's Board of Directors authorized a new $335,000 stock repurchase program. Combined with the approximately $65,294 remaining approved amount under the previously-announced stock repurchase program, upon approval of the new repurchase program, the Company had the authority to repurchase up to an aggregate of $400,294 of its common stock at the time. The Company's repurchase programs do not obligate it to acquire any particular amount of common stock and may be suspended at any time at the Company's discretion.

The following table summarizes the stock repurchase activity under the above programs:



	Years Ended March 31,
	2018		2017		2016
Average price paid per share	$	87.91	$	56.51	$	66.32
Total number of shares purchased*	1,702,653		222,471		1,420,349
Approximate dollar value of shares purchased	$	149,687	$	12,572	$	94,200

*All shares were repurchased as part of publicly-announced programs in open-market transactions.

Since inception of the combined January 2015 and October 2017 stock repurchase programs, as of March 31, 2018 and through May 25, 2018, the Company has repurchased an aggregate of 3,722,502 shares for $284,393, at an average price of $76.40 per share, leaving the aggregate remaining approved amount under the October 2017 program at $250,607.