Common Stock and Stock-Based Compensation Stockholders Equity (Policies)

9 Months Ended

Sep. 30, 2022

Stockholders' Equity, Policy [Policy Text Block]

Stockholders' Equity

In September 2021, our Board of Directors authorized a new share repurchase program effective September 9, 2021 through December 31, 2022. The new share repurchase program authorizes the Company to repurchase up to $250.0 million of its common stock. In December 2021, we entered into an accelerated share repurchase agreement (the "ASR") to repurchase $125.0 million of our common stock. Approximately 3.3 million shares repurchased as part of the ASR on December 31, 2021 were delivered to the Company in January 2022 in accordance with normal settlement practices, representing approximately 80% of the total notional value of the ASR. The ASR was completed in April 2022. Share repurchase activity under the authorized program is as follows:


	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of Shares	Cost (in millions)		Cost (in millions)
September 9, 2021 Authorization				$	250.0
September 9, 2021 through September 30, 2021	—	$	—	$	250.0
October 1, 2021 through December 31, 2021	5,155,491	151.9		$	98.1
January 1, 2022 through March 31, 2022	—	—		$	98.1
April 1, 2022 through June 30, 2022	1,760,462	50.3		$	47.8	(1)
July 1, 2022 through September 30, 2022	610,000	14.1		$	33.7
Total	7,525,953	$	216.3

(1) Share repurchases during the second quarter of 2022 included 760,602 shares at a cost of $25.0 million representing the final settlement of the ASR, which was funded in December 2021 but a portion of which remained outstanding as of December 31, 2021.

Certain shares of stock repurchased during September 2022, totaling $2.6 million, were cash settled in October 2022 in accordance with normal settlement practices.

During the three and nine months ended September 30, 2021, share repurchases totaled 2.8 million and 14.6 million, respectively, at a cost of approximately $77.1 million and $404.7 million, respectively. Share repurchases during the nine months ended September 30, 2021 included 8.1 million shares, at a cost of approximately $222.5 million, from a privately negotiated transaction with ValueAct Capital Master Fund, L.P ("ValueAct"). The repurchase from ValueAct was approved by our Board of Directors separately from, and did not reduce the authorized amount remaining under, the previous share repurchase program, which was completed in the third quarter of 2021.

Share-based Payment Arrangement [Text Block]

Stock-Based Compensation

Stock-based compensation expense totaled approximately $5.9 million and $16.7 million for the three and nine months ended September 30, 2022, respectively. Stock-based compensation expense totaled approximately $6.0 million and $15.2 million for the three and nine months ended September 30, 2021, respectively. The Company's annual grant of share-based awards generally occurs in the second quarter under our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”). Our stock options have contractual terms of ten years and become exercisable over a three-year period. Expense related to stock options is recognized on a straight-line basis over the vesting period. Expense related to restricted stock units ("RSUs") issued to eligible employees under the Plan is recognized over the vesting period, generally between three years and four years. Beginning in 2020, certain RSU grants provide for full vesting when the award recipients retire having reached 60 years of age and having provided at least ten years of service to the Company, provided that the awards remain outstanding for a period of six months from the date of grant. The expense for these awards is recognized over the applicable service period for each of the eligible award recipients. Expense related to RSUs and restricted stock awards ("RSAs") granted to non-employee directors under the Plan is recognized on a straight-line basis over the vesting period, generally one year. Expense related to performance units is recognized on a straight-line basis from their award date to the end of the performance period, generally three years.

The following table summarizes stock-based compensation awards granted during the nine months ended September 30, 2022:


	Number of Shares Granted	Weighted Average Grant-Date Fair Value per Award

Restricted stock units	630,449	$	25.64
Restricted stock awards	26,339	$	25.43
Performance units	243,084	$	29.89