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Equity
3 Months Ended
Mar. 31, 2015
Equity  
Equity

8.  Equity

 

Common Stock

 

During the three months ended March 31, 2015, we issued 109,556 shares of common stock in connection with the exercise of employee stock options for total proceeds of approximately $6.1 million. In addition, we issued 258,719 shares of common stock pursuant to vested performance and time-based restricted stock units (“RSUs”) that were granted in 2012.

 

Dividends

 

On April 21, 2015, our Board of Directors declared the 2015 second quarter cash dividend of $0.40 per share. The dividend is payable on June 19, 2015 to shareholders of record as of May 29, 2015.

 

During the three months ended March 31, 2015 we declared and paid a quarterly dividend of $0.40 per share, or $30.7 million in total, compared to a quarterly dividend of $0.35 per share, or $27.1 million in total, for the same period in 2014. During the three months ended March 31, 2015 we also paid $1.0 million in dividend equivalents with respect to vested RSUs.

 

Share-Based Compensation

 

We annually grant RSUs to officers and key employees. Each RSU consists of the right to receive one share of our common stock and dividend equivalent rights, subject to forfeiture, equal to the accrued cash or stock dividends where the record date for such dividends is after the grant date but before the shares vest. On March 27, 2015, we granted 507,760 RSUs (“2015 RSUs”) that have a time-based condition and cliff vest on December 31, 2017, if the recipient is an employee on that date.  In addition to the time-based condition, 185,450 of the 2015 RSUs also have performance goals and vest only upon the satisfaction of the time-based condition and certain three-year performance targets. We also granted 10,000 time-based and 40,000 performance-based RSUs to our CEO as a result of his expected retirement in July 2016 that have a time-based condition and eighteen-month performance targets ending June 30, 2016.  The fair value of the RSUs is determined based on the closing stock price of our common stock on the grant date.

 

A summary of the status of our unvested restricted stock grants and time-based and performance-based RSUs as of March 31, 2015 and changes during the period then ended is as follows:

 

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

 

 

Grant Date

 

Unvested Shares

 

Shares

 

Fair Value

 

Unvested at January 1, 2015

 

846,760

 

$

65.10

 

Granted

 

557,760

 

59.27

 

Vested

 

(63,000

)

57.42

 

Canceled

 

(82,850

)

58.66

 

Unvested at March 31, 2015

 

1,258,670

 

$

63.33

 

Shares reserved for future grants (all plans)

 

2,356,894

 

 

 

 

Share Repurchase Plan

 

During March 2015, we repurchased 3,187,235 shares of our common stock at an average cost of $58.02 per share for $184.9 million through open market purchases, including 231,626 shares for $13.7 million that were pending settlement at March 31, 2015, under a plan complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In April 2015, we repurchased an additional 251,165 shares at an average cost of $59.97 per share for $15.1 million. Since initiating the share repurchase plan in 1994 we have purchased approximately 19.4 million shares at an average cost of $27.31 per share. As of May 1, 2015, we had authorization under the plan to purchase an additional 3,684,833 shares (or about 5% of shares currently outstanding) under our existing share repurchase plan. Repurchased shares are restored to the status of authorized but unissued shares.

 

Accumulated Other Comprehensive Loss

 

Accumulated other comprehensive loss included the following:

 

 

 

 

 

Unrealized

 

Pension and

 

Accumulated

 

 

 

Foreign Currency

 

Gain on

 

Postretirement

 

Other

 

 

 

Translation

 

Investments,

 

Benefit Adjustments,

 

Comprehensive

 

 

 

Loss

 

Net of Tax

 

Net of Tax

 

Loss

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2015

 

$

(23.2

)

$

0.4

 

$

(26.1

)

$

(48.9

)

Current-period change

 

(24.9

)

0.1

 

 

(24.8

)

Balance as of March 31, 2015

 

$

(48.1

)

$

0.5

 

$

(26.1

)

$

(73.7

)

 

Foreign currency translation adjustments are not generally adjusted for income taxes as they relate to indefinite investments in foreign subsidiaries. Unrealized gain on investments and pension and postretirement benefit adjustments are net of taxes of $0.1 million and $15.6 million, respectively, as of March 31, 2015 and December 31, 2014.