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Equity
6 Months Ended
Jun. 30, 2015
Equity  
Equity

 

8.  Equity

 

Reincorporation

 

During the second quarter of 2015, the Company’s shareholders approved the reincorporation of the Company from California by means of a merger with and into a wholly-owned Delaware subsidiary. The reincorporation did not result in any change in the business, physical location, management, assets, liabilities, net worth or number of authorized shares of the Company. The Company’s common stock continues to be listed under the symbol “RS” on the New York Stock Exchange. However, the amendments to the Company’s Restated Articles of Incorporation established par value of the Company’s common stock and unissued preferred stock of $0.001 per share.

 

Common Stock

 

During the three months ended June 30, 2015, we issued 112,175 shares of common stock in connection with the exercise of employee stock options for total proceeds of approximately $4.5 million. During the six months ended June 30, 2015, we issued 221,731 shares of common stock in connection with the exercise of employee stock options for total proceeds of approximately $10.6 million. In addition, during the six months ended June 30, 2015, 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 July 21, 2015, our Board of Directors declared the 2015 third quarter cash dividend of $0.40 per share. The dividend is payable on September 11, 2015 to stockholders of record as of August 14, 2015.

 

During the three months ended June 30, 2015, we declared and paid a quarterly dividend of $0.40 per share, or $29.7 million in total, compared to a quarterly dividend of $0.35 per share, or $27.2 million in total, for the same period in 2014. During the six months ended June 30, 2015, we declared and paid quarterly dividends of $0.80 per share, or $60.4 million in total, compared to quarterly dividends of $0.70 per share, or $54.4 million in total, for the same period in 2014. During the six months ended June 30, 2015, we also paid $1.0 million in dividend equivalents with respect to vested RSUs.

 

Stock-Based Compensation

 

We annually grant time-based and performance-based RSUs, which have both service and performance goal criteria, to officers and key employees that generally have 3-year vesting periods. Additionally, we grant restricted stock to the non-employee members of the Board of Directors. The fair value of the RSUs and restricted stock 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 June 30, 2015 and changes during the period then ended is as follows:

 

 

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

 

 

Grant Date

 

Unvested RSUs and Restricted Stock

 

Shares

 

Fair Value

 

Unvested at January 1, 2015

 

846,760

 

$

65.10

 

Granted(1)

 

570,479

 

59.42

 

Vested

 

(75,719

)

58.87

 

Canceled

 

(91,995

)

58.06

 

 

 

 

 

 

 

Unvested at June 30, 2015

 

1,249,525

 

$

63.31

 

 

 

 

 

 

 

 

Shares reserved for future grants (all plans)

 

2,088,837

 

 

 

 

 

 

 

 

 

 

(1)557,760 RSUs, including 225,450 performance-based RSUs, and 12,719 restricted stock grants.

 

Share Repurchase Plan

 

During the three months ended June 30, 2015, we repurchased 251,165 shares of our common stock at an average cost of $59.97 per share for $15.1 million through open market purchases under a plan complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the six months ended June 30, 2015, we repurchased 3,438,400 shares of our common stock at an average cost of $58.17 per share for $200.0 million through open market purchases, including under a plan complying with Rule 10b5-1 under the Exchange Act. During the period July 1, 2015 through July 30, 2015, we repurchased an additional 1,206,586 shares at an average cost of $59.11 per share for $71.3 million under a plan complying with Rule 10b5-1 under the Exchange Act. Since initiating the share repurchase plan in 1994 we have purchased approximately 20.6 million shares at an average cost of $29.17 per share. As of July 30, 2015, we had authorization to purchase an additional 2,478,247 shares (or about 3% of shares currently outstanding) under our existing share repurchase plan. Repurchased and subsequently retired 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 (Loss) 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

 

(17.0

)

(0.4

)

 

(17.4

)

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2015

 

$

(40.2

)

$

 

$

(26.1

)

$

(66.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments are not generally adjusted for income taxes as they relate to indefinite investments in foreign subsidiaries. Pension and postretirement benefit adjustments are net of taxes of $15.6 million as of June 30, 2015 and December 31, 2014.