Common Stock and Share-Based Compensation

3 Months Ended

Mar. 31, 2014

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

Common Stock and Share-Based Compensation

Common Stock and Share-Based Compensation

Adoption of Cash Dividend Policy — In November 2013, we announced that our Board of Directors had adopted a cash dividend policy. Under the policy, holders of our common stock will receive dividends when and as declared by our Board of Directors. Pursuant to the policy, we expect to pay quarterly dividends with an initial quarterly dividend rate of $0.07 per share ($0.28 per share annually). The first quarterly dividend of $0.07 per share was paid on March 27, 2014 to stockholders of record at the close of business on March 17, 2014. Our cash dividend policy is subject to modification, suspension or cancellation at any time.

Stock Repurchase Program — Since 1998, our Board of Directors has from time to time authorized the repurchase of our common stock up to an aggregate of $2.38 billion, excluding fees and commissions. We repurchased 1,727,275 shares during the three months ended March 31, 2014. We made no share repurchases during the three months ended March 31, 2013. As of March 31, 2014, $275.0 million was available for repurchases under this program (excluding fees and commissions). Our management is authorized to purchase shares from time to time through open market transactions at prevailing prices or in privately negotiated transactions, subject to market conditions and other factors. Shares, when repurchased, are retired.

Stock Options — The following table summarizes stock option activity during the first three months of 2014:

	Options		Weighted Average Exercise Price		Weighted Average Contractual Life (Years)	Aggregate Intrinsic Value
Options outstanding at January 1, 2014	5,055,035		$	19.35
Granted	—		—
Forfeited and canceled	(45,261	)	19.85
Exercised	(171,350	)	14.52
Options outstanding at March 31, 2014	4,838,424		$	19.51	3.42	$	3,293,624
Options exercisable at March 31, 2014	4,696,996		$	19.77	3.28	$	2,757,231

We recognize share-based compensation expense for stock options ratably over the vesting period. The fair value of each option award is estimated on the date of grant using a Black-Scholes valuation model. During each of the three months ended March 31, 2014 and 2013, there were no stock options granted.

Restricted Stock Units — The following table summarizes RSU activity during the first three months of 2014:

	Employees			Directors			Total
Stock units outstanding at January 1, 2014	680,017			96,273			776,290
Stock units issued	315,168			59,367			374,535
Shares issued upon vesting of stock units	(173,908		)	(42,281		)	(216,189		)
Stock units canceled or forfeited(1)	(73,433		)	(780		)	(74,213		)
Stock units outstanding at March 31, 2014	747,844			112,579			860,423
Weighted average grant date fair value	$	14.56		$	13.75		$	14.46

(1) Pursuant to the terms of our stock unit plans, employees have the option of forfeiting stock units to cover their minimum statutory tax withholding when shares are issued. Any stock units surrendered or canceled in satisfaction of participants’ tax withholding obligations are not available for future grants under the plans.

Phantom Shares — We grant phantom shares as part of our long-term incentive compensation program, which are similar to RSUs in that they are based on the price of our stock and vest ratably over a three-year period, but are cash-settled based upon the value of our stock at each vesting period. The fair value of the awards is remeasured at each reporting period. Compensation expense is recognized over the vesting period with a corresponding liability, which is recorded in accounts payable and accrued expenses in our unaudited Condensed Consolidated Balance Sheets. The following table summarizes the phantom share activity during the first three months of 2014:

	Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2014	1,111,059		$	17.72
Granted	554,185		14.16
Converted/paid	(529,012	)	17.68
Forfeited	(40,579	)	17.69
Outstanding at March 31, 2014	1,095,653		$	15.94

Share-Based Compensation Expense — The following table summarizes the share-based compensation expense recognized during the three months ended March 31, 2014 and 2013:

	Three Months Ended   March 31
	2014		2013
	(In thousands)
Stock Options	$	145	$	406
Stock Units	1,208		1,289
Phantom Shares	342		1,616
Total	$	1,695	$	3,311