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PART II
On March 12, 2013, following approval of our shareholders at our
ITEM 5. MARKET FOR REGISTRANT’S
2013 annual meeting of shareholders, we amended our Restated
COMMON EQUITY, RELATED
Certificate of Incorporation by filing a Certificate of Amendment to
STOCKHOLDER MATTERS, AND
Restated Certificate of Incorporation with the Secretary of State of
ISSUER PURCHASES OF EQUITY
the State of Delaware to increase the number of authorized shares
SECURITIES
of common stock from 100,000,000 to 175,000,000.
Our common stock is listed for trading on the New York Stock Preferred Stock – 1,000,000 voting shares and 850,000
Exchange and trades under the symbol ‘‘TTC.’’ The high, low, and non-voting shares authorized, $1.00 par value, no shares
last sales prices for our common stock and cash dividends paid for outstanding.
each of the quarterly periods for fiscal 2013 and 2012 were as Shareholders – As of December 12, 2013, we had approximately
follows: 3,762 shareholders of record.
Purchases of Equity Securities – The following table sets forth
Fiscal year ended
October 31, 2013 First Second Third Fourth information with respect to shares of our common stock purchased
by the company during each of the three fiscal months in our
Market price per share of common
stock fourth quarter ended October 31, 2013.
High sales price $45.18 $48.59 $50.14 $59.50
Low sales price 40.25 43.14 44.17 47.56 Total
Last sales price 44.93 45.19 49.38 58.94 Number of Maximum
Cash dividends per share of Shares Number of
common stock
1
0.14 0.14 0.14 0.14 Purchased Shares that
as Part of May Yet be
Total Average Publicly Purchased
Fiscal year ended
Number of Price Announced Under the
October 31, 2012 First Second Third Fourth
Shares Paid Per Plans or Plans or
Market price per share of common Period Purchased
1,2,3
Share Programs
1
Programs
1
stock
2
August 3, 2013 through
High sales price $33.135 $36.525 $40.338 $42.360
August 30, 2013 12,309 $49.81 7,141 4,758,528
Low sales price 25.890 30.000 32.750 35.640
August 31, 2013 through
Last sales price 32.650 35.305 37.910 42.220
September 27, 2013 755 54.32 – 4,758,528
Cash dividends per share of
September 28, 2013
common stock
1,2
0.11 0.11 0.11 0.11
through October 31,
1
During fiscal 2013, our annual dividend guideline was 20 to 30 percent of our 2013 416,399 55.19 415,466 4,343,062
three-year average net earnings per share for the current and previous two fiscal
Total 429,463 $55.04 422,607
years. In December 2013, we increased our annual dividend guideline to 30 to
40 percent of our three-year average net earnings per share. However, future
1
On December 11, 2012, the Board of Directors authorized the repurchase of
cash dividends will depend upon our financial condition, capital requirements, 5,000,000 shares of our common stock in open-market or in privately negotiated
results of operations, and other factors deemed relevant by our Board of Direc- transactions. This program has no expiration date but may be terminated by the
tors. Restrictions on our ability to pay dividends are disclosed in Item 7, Manage- Board at any time.
ment’s Discussion and Analysis of Financial Condition and Results of Operations
2
Includes 5,923 shares of our common stock surrendered by employees to satisfy
and Note 6 of the Notes to Consolidated Financial Statements included in Item 8, minimum tax withholding obligations upon vesting of restricted stock granted
Financial Statements and Supplementary Data. under our stock-based compensation plans. These 5,923 shares were not repur-
2
Market prices and per share data have been adjusted for all periods presented to chased under our repurchase program, described in footnote 1 above.
reflect the impact of the company’s two-for-one stock split effective June 29,
3
Includes 933 units (shares) of our common stock purchased in open-market
2012. transactions at an average price of $56.01 per share on behalf of a rabbi trust
formed to pay benefit obligations to participants in deferred compensation plans.
Common Stock – 175,000,000 and 100,000,000 shares author- These 933 shares were not repurchased under our repurchase program,
ized, $1.00 par value, as of October 31, 2013 and 2012, respec- described in footnote 1 above.
tively. 56,788,723 and 58,266,482 shares outstanding as of Octo-
ber 31, 2013 and 2012, respectively.
24