XML 45 R14.htm IDEA: XBRL DOCUMENT v3.3.0.814
Equity
9 Months Ended
Sep. 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 to Delaware by means of a merger with and into a wholly-owned Delaware subsidiary. The reincorporation did not result in any change in the Company’s business, physical location, management, assets, liabilities, net worth or number of authorized shares. In the reincorporation, the Company’s Restated Certificate of Incorporation established par value of the Company’s common stock and unissued preferred stock of $0.001 per share.

 

Common Stock and Share Repurchase Plan

 

We repurchase shares of our common stock through open market purchases under a plan complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since initiating the share repurchase plan in 1994 we have purchased approximately 22.1 million shares at an average cost of $30.93 per share. On October 20, 2015, our Board of Directors amended our share repurchase plan increasing the authorized number of shares available to be repurchased by 7.5 million and extending the program through December 31, 2018. As of October 30, 2015, we had authorization to purchase a total of 8.4 million shares under our existing share repurchase plan. Repurchased and subsequently retired shares are restored to the status of authorized but unissued shares.

 

Common stock and additional paid-in capital activity included the following:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2015

 

September 30, 2015

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

Exercise/(Purchase)

 

 

 

 

 

Exercise/(Purchase)

 

 

 

Shares

 

Amount

 

Price

 

Shares

 

Amount

 

Price

 

 

 

(in millions, except share and per share amounts)

 

Stock-based compensation

 

 

$

5.2

 

 

271,438

 

$

17.6

 

 

Stock options exercised

 

9,512

 

0.4

 

$

42.87

 

218,524

 

11.0

 

$

52.00

 

Share repurchases(1)

 

(2,514,654

)

(142.3

)

$

(56.60

)

(5,953,054

)

(342.3

)

$

(57.50

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

(2,505,142

)

$

(136.7

)

 

 

(5,463,092

)

$

(313.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes 526,800 shares for $28.4 million pending settlement at September 30, 2015, but does not reflect 241,511 additional shares purchased in October 2015.

 

Dividends

 

On October 20, 2015, our Board of Directors declared the 2015 fourth quarter cash dividend of $0.40 per share. The dividend is payable on December 18, 2015 to stockholders of record as of November 20, 2015.

 

During the three months ended September 30, 2015, we declared and paid a quarterly dividend of $0.40 per share, or $29.3 million in total, compared to a quarterly dividend of $0.35 per share, or $27.3 million in total, for the same period in 2014. During the nine months ended September 30, 2015, we declared and paid quarterly dividends of $1.20 per share, or $89.7 million in total, compared to quarterly dividends of $1.05 per share, or $81.7 million in total, for the same period in 2014. During the nine months ended September 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 September 30, 2015 and changes during the nine-month 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

 

(105,119

)

59.46

 

Canceled

 

(99,630

)

58.56

 

 

 

 

 

 

 

Unvested at September 30, 2015

 

1,212,490

 

$

63.90

 

 

 

 

 

 

 

 

Shares reserved for future grants (all plans)

 

2,096,472

 

 

 

 

 

 

 

 

 

 

(1)

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

 

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

 

(42.8

)

(0.4

)

 

(43.2

)

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2015

 

$

(66.0

)

$

 

$

(26.1

)

$

(92.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 September 30, 2015 and December 31, 2014.