SHAREHOLDERS' EQUITY

9 Months Ended

Sep. 26, 2020

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

SHAREHOLDERS’ EQUITY

Repurchase of Common Stock

At a meeting of the Board of Directors on July 24, 2018, the Company's Board of Directors approved the extinguishment of the existing 3.0 million share repurchase program that was approved in November 2013 and replaced it with an authorization to purchase up to $250.0 million of shares. At a meeting of the Board of Directors on October 25, 2019, the July 2018 repurchase authorization was extinguished and replaced with an authorization to purchase up to $250.0 million of shares. For the three and nine months ended September 26, 2020, the Company repurchased and retired zero and 315,072 shares, respectively, of its common stock. For the nine months ended September 26, 2020, the common stock had an average cost of $79.38 per share for a total cost of $25.0 million. For the three months ended September 28, 2019, the Company repurchased and retired 1,282,037 shares of its common stock at an average cost of $73.43 for a total cost of $94.2 million. For the nine months ended September 28, 2019, the Company repurchased and retired 2,013,782 shares of its common stock at an average cost of $74.52 per share and a total cost of $150.1 million under the July 2018 program.

As of September 26, 2020, there was approximately $210.0 million in common stock available for repurchase under the October 2019 program. The Company announced it had suspended the share repurchase program starting in the first quarter of 2020. The Company has re-instated the share purchase program starting in the fourth quarter of 2020. The existing share repurchase program remains authorized by the Company's Board of Directors.

Share-Based Compensation

The majority of the Company’s annual share-based incentive awards had historically been granted in the second fiscal quarter. Beginning in fiscal 2020, the Company moved its granting of share-based incentive awards to the first fiscal quarter.

The Company recognized approximately $2.7 million and $2.6 million in share-based compensation expense for the three months ended September 26, 2020 and September 28, 2019, respectively. Share-based compensation expense was $8.2 million and $10.0 million for the nine months ended September 26, 2020 and September 28, 2019, respectively. The total income tax benefit recognized in the Condensed Consolidated Statements of Income for share-based compensation expense was $0.6 million and $0.5 million for the three months ended September 26, 2020 and September 28, 2019, respectively. The total income tax benefit recognized in the Condensed Consolidated Statements of Income for share-based compensation expense was $1.7 million and $2.1 million for the nine months ended September 26, 2020 and September 28, 2019, respectively. The Company recognizes compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award. As of September 26, 2020, total unrecognized compensation cost related to share-based compensation awards was approximately $20.8 million, net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately 2.0 years.

Approximately 1.8 million shares were available for future grant under the 2018 Equity Incentive Plan at September 26, 2020.

Stock Appreciation Rights

The Company uses stock settled stock appreciation rights (“SARs”) as a form of share-based incentive awards. SARs are the right to receive stock in an amount equal to the appreciation in value of a share of stock over the base price per share. Shares granted prior to fiscal 2020 generally vest over five years on the anniversary date while shares granted in fiscal 2020 generally vest over three years on the anniversary date of the grant date. Generally all grants expire 10 years from the grant date. All grants are made at prices equal to the fair market value of the stock on the grant date. For the nine months ended September 26, 2020 and September 28, 2019, expired and canceled shares were immaterial.

The following table presents share-based compensation activity for the nine months ended September 26, 2020 and September 28, 2019 (in millions):

	September 26, 2020		September 28, 2019
Total Intrinsic Value of Share-Based Incentive Awards Exercised	$	5.7	$	5.1
Cash Received from Stock Option Exercises	0.2		—
Income Tax Benefit from the Exercise of SARs	0.4		(0.1)
Total Fair Value of Share-Based Incentive Awards Vested	1.8		5.4

The following table presents assumptions used in the Company's Black-Scholes valuation related to grants of SARs:

	2020			2019
Per share weighted average fair value of grants	$	21.23		$	20.84
Risk-free interest rate	1.5		%	2.4		%
Expected life (years)	7.0			7.0
Expected volatility	25.2		%	25.0		%
Expected dividend yield	1.4		%	1.5		%

The average risk-free interest rate is based on the US Treasury security rate as of the grant date. The expected dividend yield is based on the projected annual dividend as a percentage of the estimated market value of the Company's common stock as of the grant date. The Company estimated the expected volatility using a weighted average of daily historical volatility of the Company's stock price over the expected term of the award. The Company estimated the expected term using historical data.

The following table presents a summary of share-based incentive plan grant activity for the nine months ended September 26, 2020.

Number of Shares Under SARs	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 28, 2019	817,790	$	73.34	6.0	$	9.9
Granted	181,177	88.25
Exercised	(299,816)	69.29
Forfeited	(92,352)	76.99
Expired	(3,308)	67.38
Outstanding as of September 26, 2020	603,491	$	79.00	4.5	$	5.7
Exercisable as of September 26, 2020	197,612	$	70.73	4.5	$	4.4

Compensation expense recognized related to SARs was $2.2 million for the nine months ended September 26, 2020.

As of September 26, 2020, there was $6.5 million of unrecognized compensation cost related to non-vested SARs that is expected to be recognized as a charge to earnings over a weighted average period of 2.7 years.

The number of SARs expected to vest is materially consistent with those outstanding and not yet exercisable.

Restricted Stock Awards and Restricted Stock Units

Restricted stock awards ("RSA") and restricted stock units ("RSU") consist of shares or the rights to shares of the Company's stock. The awards are restricted such that they are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer. As defined in the individual grant agreements, acceleration of vesting may occur under a change in control, death or disability.

The following table presents a summary of RSA award activity for the nine months ended September 26, 2020:

	Shares	Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Term (Years)
Unvested RSAs as of December 28, 2019	15,571	$	80.41	0.4
Granted	16,280	70.05
Vested	(15,148)	80.29
Unvested RSAs as of September 26, 2020	16,703	$	70.42	0.6

RSAs vest on the first anniversary of the grant date, provided the holder of the shares is continuously employed by or in the service of the Company until the vesting date. Compensation expense recognized related to the RSAs was $0.9 million for the nine months ended September 26, 2020.

As of September 26, 2020, there was $0.7 million of unrecognized compensation cost related to non-vested RSAs that is expected to be recognized as a charge to earnings over a weighted average period of 0.6 years.

The following table presents a summary of RSU award activity for the nine months ended September 26, 2020:

	Shares	Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Term (Years)
Unvested RSUs as of December 28, 2019	175,025	$	78.19	1.9
Granted	66,815	85.68
Vested	(49,259)	80.20
Forfeited	(27,288)	78.11
Unvested RSUs as of September 26, 2020	165,293	$	80.63	1.9

RSUs granted prior to fiscal 2020 vest on the third anniversary of the grant date while RSUs granted in fiscal 2020 vest one third each year on the anniversary of the grant date, provided the holder of the RSUs is continuously employed by the Company until the vesting date. Compensation expense recognized related to the RSUs was $3.5 million for the nine months ended September 26, 2020.

As of September 26, 2020, there was $8.2 million of unrecognized compensation cost related to non-vested RSUs that is expected to be recognized as a charge to earnings over a weighted average period of 1.9 years.

Performance Share Units

Performance share units ("PSU") consist of shares or the rights to shares of the Company's stock which are awarded to employees of the Company. These shares are payable upon the determination that the Company achieved certain established performance targets and can range from 0% to 200% of the targeted payout based on the actual results. PSUs have a performance period of 3 years and vest 3 years from the grant date. The PSUs have performance criteria based on a return on invested capital metric or they have performance criteria using returns relative to the Company's peer group. As set forth in the individual award agreements, acceleration of vesting may occur under a change in control, death or disability. There are no voting rights associated with PSUs until vesting occurs and a share of stock is issued. Some of the PSU awards are valued using a Monte Carlo simulation method as of the grant date while others are valued using the closing market price as of the grant date depending on the performance criteria for the award.

The assumptions used in the Company's Monte Carlo simulation were as follows:

	2020		2019
Risk-free interest rate	1.4	%	2.3	%
Expected life (years)	3.0		3.0
Expected volatility	24.0	%	25.0	%
Expected dividend yield	1.4	%	1.5	%

The following table presents a summary of PSU activity for the nine months ended September 26, 2020:

	Shares	Weighted Average Fair Value at Grant Date		Weighted Average Remaining Contractual Term (Years)
Unvested PSUs as of December 28, 2019	90,565	$	86.35	1.9
Granted	42,677	99.74
Vested	(7,545)	95.33
Forfeited	(30,987)	86.59
Unvested PSUs as of September 26, 2020	94,710	$	91.59	2.0

Compensation expense for awards granted is recognized based on the grant issuance value or the expected payout ratio depending upon the performance criterion for the award, net of estimated forfeitures. Compensation expense recognized related to PSUs was $1.6 million for the nine months ended September 26, 2020. Total unrecognized compensation expense for all PSUs granted as of September 26, 2020 is estimated to be $5.4 million which is expected to be recognized as a charge to earnings over a weighted average period of 2.0 years.