Equity | 9. Equity Common Stock and Share Repurchase Plan On October 20, 2015, our Board of Directors increased the number of shares authorized to be repurchased under our share repurchase plan by 7.5 million shares and extended the duration of the plan through December 31, 2018. On October 23, 2018, our Board of Directors amended our share repurchase plan, increasing the total authorized number of shares available to be repurchased by 5.0 million and extending the duration of the plan through December 31, 2021. As of October 23, 2018, we had authorization under the plan to repurchase approximately 10.7 million shares, or about 15% of our current outstanding shares. We repurchase shares through open market purchases under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the nine months ended September 30, 2018, we repurchased 1,510,916 shares of our common stock at an average cost of $86.48 per share for a total of $130.7 million. 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, 2018 September 30, 2018 Weighted Average Weighted Average Shares Amount Exercise Price Per Share Shares Amount Exercise Price Per Share (in millions, except share and per share amounts) Stock-based compensation (1) 3,984 $ 14.4 288,991 $ 28.3 Stock options exercised — — 48,275 2.8 $ Share repurchases (2) (918,352) (80.7) (1,510,916) (130.7) Total (914,368) $ (66.3) (1,173,650) $ (99.6) (1) The nine months ended September 30, 2018 amount is comprised of stock-based compensation expense of $33.8 million reduced by $5.5 million of payments we made to tax authorities on our employees’ behalf for shares withheld related to net share settlements. (2) Includes 7,231 shares for $0.6 million pending settlement at September 30, 2018. Dividends On October 23, 2018, our Board of Directors declared the 2018 fourth quarter cash dividend of $0.50 per share. The dividend is payable on December 7, 2018 to stockholders of record as of November 16, 2018. During the third quarters of 2018 and 2017, we declared and paid quarterly dividends of $0.50 and $0.45 per share, or $35.9 million and $32.8 million in total, respectively. During the nine months ended September 30, 2018 and 2017, we declared and paid quarterly dividends of $1.50 and $1.35 per share, or $108.5 million and $98.4 million in total, respectively. During the nine months ended September 30, 2018 and 2017, we paid $2.0 million and $0.9 million in dividend equivalents with respect to vested restricted stock units (“RSUs”), respectively. Stock-Based Compensation We make annual grants of long-term incentive awards to officers and key employees in the forms of service-based and performance-based RSUs that generally have approximately 3-year vesting periods. The performance-based RSU awards are subject to both service and performance goal criteria. We also make annual grants of stock to the non-employee members of the Board of Directors that include dividend rights and vest immediately upon grant. The fair value of the RSUs and stock grants is determined based on the closing stock price of our common stock on the grant date. A summary of the status of our unvested service-based and performance-based RSUs as of September 30, 2018 and changes during the nine-month period then ended is as follows: Weighted Average Grant Unvested Shares Shares Date Fair Value Unvested at January 1, 2018 924,575 $ Granted (1) 474,715 Vested (7,790) Cancelled or forfeited (20,160) Unvested at September 30, 2018 $ Shares reserved for future grants (all plans) (1) 474,715 RSUs, including 178,970 performance-based RSUs, were granted in March 2018. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss included the following: Pension and Accumulated Foreign Currency Postretirement Other Translation Benefit Adjustments, Comprehensive Loss Net of Tax Loss (in millions) Balance as of January 1, 2018 $ (51.1) $ (20.5) $ (71.6) Current-period change (11.5) — (11.5) Balance as of September 30, 2018 $ (62.6) $ (20.5) $ (83.1) Foreign currency translation adjustments have not been adjusted for income taxes. Pension and postretirement benefit adjustments are net of taxes of $13.6 million as of September 30, 2018 and December 31, 2017. |