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Common Stock | 12 Months Ended
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Dec. 31, 2011
Common Stock [Abstract] |
Common Stock | 5) COMMON STOCK In November, 2009, we declared a two-for-one stock split in the form of a 100% stock dividend which was paid on December 15, 2009 to stockholders of record as of December 1, 2009. All classes of common stock participated on a pro rata basis and, as required, references to share quantities, share prices and earnings per share for all periods presented or discussed have been adjusted to reflect the two-for-one stock split. Dividends Cash dividends of $.20 per share ($19 million in the aggregate) were declared and paid during each of 2011 and 2010, and $.17 per share ($17 million in the aggregate) were declared and paid during 2009. Stock Repurchase Programs In various prior years, our Board of Directors has approved stock repurchase programs authorizing us to purchase shares of our outstanding Class B Common Stock on the open market at prevailing market prices or in negotiated transactions off the market. There is no expiration date for our stock repurchase programs. The most recent approval occurred during 2007 at which time our Board of Directors authorized the purchase of up to 10 million shares, a portion of which (as reflected below) remains available for purchase as of December 31, 2011. The following schedule provides information related to our stock repurchase programs for each of the three years ended December 31, 2011:
|  | Additional Shares Authorized For Repurchase |  |  | Total number of shares purchased(a) |  |  | Average price paid per share for forfeited restricted shares |  |  | Total number of shares purchased as part of publicly announced programs |  |  | Average price paid per share for shares purchased as part of publicly announced program |  |  | Aggregate purchase price paid (in thousands) |  |  | Maximum number of shares that may yet be purchased under the program |
Balance as of January 1, 2009 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,713,548 |
2009 |  |  | — |  |  |  | 2,574,209 |  |  | $ | 0.01 |  |  |  | 2,561,209 |  |  | $ | 24.71 |  |  | $ | 63,288 |  |  |  | 2,152,339 |
2010 |  |  | — |  |  |  | 301,933 |  |  | $ | 0.01 |  |  |  | 293,933 |  |  | $ | 39.22 |  |  | $ | 11,528 |  |  |  | 1,858,406 |
2011 |  |  | — |  |  |  | 1,602,286 |  |  | $ | 0.01 |  |  |  | 1,602,286 |  |  | $ | 37.75 |  |  | $ | 60,482 |  |  |  | 256,120 |
Total for three year period ended December 31, 2011 |  |  | — |  |  |  | 4,478,428 |  |  | $ | 0.01 |  |  |  | 4,457,428 |  |  | $ | 30.35 |  |  | $ | 135,298 |  |  |  |  |
(a) | During 2010 and 2009, there were 8,000 and 13,000, respectively, of restricted shares that were forfeited by former employees pursuant to the terms of our restricted stock purchase plan which are included in the total number of shares purchased. No such forfeitures occurred during 2011.
Stock-based Compensation Plans At December 31, 2011, we have a number of stock-based employee compensation plans. Pursuant to the FASB's guidance, we expense the grant-date fair value of stock options and other equity-based compensation pursuant to the straight-line method over the stated vesting period of the award using the Black-Scholes option-pricing model. The expense associated with share-based compensation arrangements is a non-cash charge. In the Consolidated Statements of Cash Flows, share-based compensation expense is an adjustment to reconcile net income to cash provided by operating activities. The applicable FASB guidance requires that cash flows resulting from tax deductions in excess of compensation cost recognized be classified as financing cash flows. During 2011, 2010 and 2009, there were no net excess tax benefits generated. Compensation costs related to outstanding stock options were recognized as follows: (i) a pre-tax charge of $15.8 million ($9.8 million after-tax) or $.10 per diluted share during 2011; (ii) a pre-tax charge of $13.3 million ($8.3 million after-tax) or $.08 per diluted share during 2010, and; (ii) $9.9 million ($6.2 million after-tax) or $.06 per diluted share during 2009. In addition, during the years ended 2011, 2010 and 2009, compensation costs of $2.0 million ($1.2 million after-tax), $3.1 million ($2.0 million after-tax) and$2.8 million ($1.8 million after-tax) , respectively, were recognized related to restricted stock. We adopted the 2005 Stock Incentive Plan, as amended in 2008 and 2010, (the "Stock Incentive Plan") which replaced our Amended and Restated 1992 Stock Option Plan which expired in July of 2005. An aggregate of twenty-three million shares of Class B Common Stock has been reserved under the Stock Incentive Plan. There were 2,747,500, 82,750 and 2,400,500 stock options, net of cancellations, granted during 2011, 2010 and 2009, respectively. The per option weighted-average grant-date fair value of options granted during 2011, 2010 and 2009, was $11.62, $7.84 and $7.93, respectively. Stock options to purchase Class B Common Stock have been granted to our officers, key employees and directors under our above referenced stock option plans. All stock options were granted with an exercise price equal to the fair market value on the date of the grant. Options are exercisable ratably over a four-year period beginning one year after the date of the grant. All outstanding options expire five years after the date of the grant. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions derived from averaging the number of options granted during the most recent five-year period that were granted or have vestings after January 1, 2006. The 2009 weighted-average assumptions were based upon nineteen option grants, the 2010 weighted-average assumptions were based upon seventeen option grants and the 2011 weighted-average assumptions were based upon eighteen option grants.
Year Ended December 31, |  | 2011 |  |  | 2010 |  |  | 2009 |
Volatility |  |  | 29 | % |  |  | 27 | % |  |  | 28 | %
Interest rate |  |  | 2 | % |  |  | 3 | % |  |  | 3 | %
Expected life (years) |  |  | 3.5 |  |  |  | 3.6 |  |  |  | 3.6 |
Forfeiture rate |  |  | 9 | % |  |  | 10 | % |  |  | 10 | %
Dividend yield |  |  | 0.7 | % |  |  | 0.7 | % |  |  | 0.7 | %
The risk-free rate is based on the U.S. Treasury zero coupon four year yield in effect at the time of grant. The expected life of the stock options granted was estimated using the historical behavior of employees. Expected volatility was based on historical volatility for a period equal to the stock option's expected life. Expected dividend yield is based on our actual dividend yield at the time of grant. The table below summarizes our stock option activity during each of the last three years:
Outstanding Options |  | Number of Shares |  |  | Average Option Price |  |  | Range (High-Low) |
Balance, January 1, 2009 |  |  | 8,116,326 |  |  | $ | 22.68 |  |  | $ | 31.70 -$16.22 |
Granted |  |  | 2,635,000 |  |  | $ | 31.18 |  |  | $ | 31.18 -$31.18 |
Exercised |  |  | (1,582,376 | ) |  | $ | 23.71 |  |  | $ | 29.89 -$16.22 |
Cancelled |  |  | (366,500 | ) |  | $ | 22.84 |  |  | $ | 29.89 -$16.22 |
Balance, January 1, 2010 |  |  | 8,802,450 |  |  | $ | 25.03 |  |  | $ | 31.70 -$16.22 |
Granted |  |  | 94,000 |  |  | $ | 30.40 |  |  | $ | 32.28 -$30.32 |
Exercised |  |  | (2,000,250 | ) |  | $ | 24.87 |  |  | $ | 31.70 -$16.22 |
Cancelled |  |  | (301,250 | ) |  | $ | 24.91 |  |  | $ | 31.18 -$16.22 |
Balance, January 1, 2011 |  |  | 6,594,950 |  |  | $ | 25.16 |  |  | $ | 32.28 -$16.22 |
Granted |  |  | 2,894,500 |  |  | $ | 43.66 |  |  | $ | 54.79 -$38.12 |
Exercised |  |  | (1,563,255 | ) |  | $ | 26.38 |  |  | $ | 32.28 -$16.22 |
Cancelled |  |  | (367,250 | ) |  | $ | 32.60 |  |  | $ | 46.97 -$16.22 |
Balance, December 31, 2011 |  |  | 7,558,945 |  |  | $ | 31.63 |  |  | $ | 54.79 -$16.22 |
Outstanding options vested and exercisable as of December 31, 2011 |  |  | 2,979,945 |  |  | $ | 23.82 |  |  | $ | 31.18 -$16.22 |
The following table provides information about unvested options for the year December 31, 2011:
|  | Shares |  |  | Weighted Average Grant Date Fair Value |
Unvested options as of January 1, 2011 |  |  | 3,799,250 |  |  | $ | 5.80 |
Granted |  |  | 2,894,500 |  |  | $ | 11.62 |
Vested |  |  | (1,757,500 | ) |  | $ | 5.26 |
Cancelled |  |  | (357,250 | ) |  | $ | 8.19 |
Unvested options as of December 31, 2011 |  |  | 4,579,000 |  |  | $ | 9.50 |
The following table provides information about all outstanding options, and exercisable options, at December 31, 2011:
|  | Options Outstanding |  |  | Options Exercisable |
Number |  |  | 7,558,945 |  |  |  | 2,979,945 |
Weighted average exercise price |  | $ | 31.63 |  |  | $ | 23.82 |
Aggregate intrinsic value as of December 31, 2011 |  | $ | 67,870,455 |  |  | $ | 44,833,019 |
Weighted average remaining contractual life |  |  | 2.8 |  |  |  | 1.8 |
The total in-the-money value of all stock options exercised during the years ended December 31, 2011, 2010 and 2009 were $28.9 million, $26.8 million and $10.2 million, respectively. The weighted average remaining contractual life for options outstanding and weighted average exercise price per share for exercisable options at December 31, 2011 were as follows:
|  | Options Outstanding |  |  | Exercisable Options |  |  | Expected to Vest Options(a) |
Exercise Price |  | Shares |  |  | Weighted Average Exercise Price Per Share |  |  | Weighted Average Remaining Contractual Life (in Years) |  |  | Shares |  |  | Weighted Average Exercise Price Per Share |  |  | Shares |  |  | Weighted Average Exercise Price Per Share |
$16.22 – $24.45 |  |  | 2,642,825 |  |  | $ | 19.56 |  |  |  | 1.5 |  |  |  | 2,050,825 |  |  | $ | 20.53 |  |  |  | 537,891 |  |  | $ | 16.22 |
$25.32 – $29.26 |  |  | 29,500 |  |  |  | 26.80 |  |  |  | 1.1 |  |  |  | 17,750 |  |  |  | 26.59 |  |  |  | 10,676 |  |  |  | 27.12 |
$29.60 – $32.28 |  |  | 2,139,120 |  |  |  | 31.15 |  |  |  | 2.9 |  |  |  | 911,370 |  |  |  | 31.16 |  |  |  | 1,115,534 |  |  |  | 31.14 |
$38.12 – $43.67 |  |  | 2,728,000 |  |  |  | 43.59 |  |  |  | 4.1 |  |  |  | — |  |  |  | N/A |  |  |  | 2,478,661 |  |  |  | 43.59 |
$46.79 – $54.79 |  |  | 19,500 |  |  |  | 52.99 |  |  |  | 4.3 |  |  |  | — |  |  |  | N/A |  |  |  | 17,718 |  |  |  | 52.99 |
Total |  |  | 7,558,945 |  |  | $ | 31.63 |  |  |  | 2.8 |  |  |  | 2,979,945 |  |  | $ | 23.82 |  |  |  | 4,160,480 |  |  | $ | 36.71 |
(a) | Assumes a weighted average forfeiture rate of 9.14%.
In addition to the Stock Incentive Plan, we have the following stock incentive and purchase plans: (i) the 2010 Employees' Restricted Stock Purchase Plan ("2010 Plan"), which replaced the Second Amended and Restated 2001 Employees' Restricted Stock Purchase Plan ("2001 Plan"), which allows eligible participants to purchase shares of Class B Common Stock at par value, subject to certain restrictions. During 2011, pursuant to the 2010 Plan, the Compensation Committee of the Board of Directors (the "Committee") approved the issuance of 21,500 restricted shares of our Class B Common Stock at a weighted average price of $53.21 per share ($1.1 million in the aggregate) to various employees. These shares have various vesting schedules. and; (ii) a 2005 Employee Stock Purchase Plan which allows eligible employees to purchase shares of Class B Common Stock at a ten percent discount. There were 98,366, 94,955 and 138,870 shares issued pursuant to the Employee Stock Purchase Plan during 2011, 2010 and 2009, respectively. Compensation expense recorded in connection with this plan was $461,000, $339,000 and $316,000 during 2011, 2010 and 2009, respectively. We have reserved 6.0 million shares of Class B Common Stock for issuance under these various plans (excluding terminated plans) and have issued approximately 700,000 shares, net of cancellations, pursuant to the terms of these plans (excluding terminated plans) as of December 31, 2011. During 2011, pursuant to the 2010 Plan, the Compensation Committee of the Board of Directors (the "Committee") approved the issuance of 21,500 restricted shares of our Class B Common Stock at a weighted average price of $53.21 per share ($1.1 million in the aggregate) to various employees. These shares have various vesting schedules. We recorded compensation expense of $198,000 during 2011 in connection with these grants. The remaining expense associated with these awards (estimated at $947,000 as of December 31, 2011) will be recorded over the remaining vesting periods of the awards, assuming the recipients remain employed by us. The 2001 Plan, as described above, expired in March, 2010. Under this plan, we had 2.4 million shares of Class B Common Stock reserved for issuance and have issued approximately 1.2 million shares, net of cancellations, pursuant to the terms of this plan as of December 31, 2010, of which 78,133 became fully vesting during 2011, 313,770 became fully vested during 2010 and 31,638 became fully vested during 2009. During the first quarter of 2010, pursuant to the 2001 Plan and prior to its expiration, the Committee approved the issuance of 49,472 restricted shares of our Class B Common Stock at $30.32 per share ($1.5 million in the aggregate) to our Chief Executive Officer ("CEO") and Chairman of the Board. These shares, which were issued pursuant to a provision in our CEO's employment agreement, are scheduled to vest ratably on the first, second, third and fourth anniversary dates of the grant, assuming our CEO remains employed by us. In the event that our CEO's employment is terminated by reason of disability, death, without proper cause or due to breach of the CEO's employment agreement by us, the vesting of these awards will occur immediately. 12,368 of these shares became fully vested in 2011. In connection with this grant, we recorded compensation expense of $375,000 and $355,000 during 2011 and 2010, respectively, and the remaining expense associated with this award (estimated at $770,000 as of December 31, 2011) will be recorded over the remaining vesting periods of the award. During the first quarter of 2009, pursuant to the 2001 Plan, the Committee approved the issuance of 109,850 restricted shares of our Class B Common Stock at $20.26 per share ($2.2 million in the aggregate) to our CEO. These shares are scheduled to vest ratably on the first, second, third and fourth anniversary dates of the grant and are subject to the same conditions and terms as mentioned above in connection with the grant of restricted shares during the first quarter of 2010. 27,462 and 27,463 of these shares became fully vested in 2011 and 2010, respectively. In connection with this grant, we recorded compensation expense of $556,000 during each of 2011 and 2010 and $482,000 during 2009. The remaining expense associated with this award (estimated at $630,000 as of December 31, 2011) will be recorded over the remaining vesting periods of the award. During the first quarter of 2008, pursuant to the 2001 Plan, the Committee approved the issuance of 62,190 restricted shares of our Class B Common Stock at $24.12 per share ($1.5 million in the aggregate) to our CEO. These shares are scheduled to vest ratably on the first, second, third and fourth anniversary dates of the grant and are subject to the same conditions and terms as mentioned above in connection with the grant of restricted shares during the first quarter of 2010. 15,546 of these shares became fully vesting during 2011 and 15,548 of these shares became fully vested in each of 2010 and 2009. In connection with this grant, we recorded compensation expense of $375,000 during each of 2011, 2010 and 2009. The remaining expense associated with this award (estimated at $15,000 as of December 31, 2011) was recorded over the remaining vesting periods of the award. During the fourth quarter of 2007, pursuant to the 2001 Plan, the Committee approved the issuance of 61,362 restricted shares of our Class B Common Stock at $24.45 per share ($1.5 million in the aggregate) to our CEO. These shares are scheduled to vest ratably on the first, second, third and fourth anniversary dates of the grant and are subject to the same conditions and terms as mentioned above in connection with the grant of restricted shares during the first quarter of 2010. 15,341 of these shares became fully vested in each of 2011 and 2010 and 15,340 of these shares became fully vested in each of 2009 and 2008. In connection with this grant, we recorded compensation expense of $333,000 during 2011 and $375,000 during each of 2010 and 2009. Additionally, during 2007, pursuant to the 2001 Plan, the Committee approved the issuance of 22,250 restricted shares of our Class B Common stock at a weighted average of $29.62 per share ($659,000 in the aggregate) to various employees. These shares have various vesting schedules. We recorded compensation expense of $120,000 during 2011 and $135,000 during each of 2010 and 2009, in connection with these grants. The remaining expense associated with these awards (estimated at $42,000 as of December 31, 2011) will be recorded over the remaining vesting periods of the awards, assuming the recipients remain employed by us. During the fourth quarter of 2006, pursuant to the 2001 Plan, the Committee approved the issuance of 247,000 restricted shares (net of cancellations) of our Class B Common Stock at $25.71 per share ($6.4 million in the aggregate) to various officers and employees. These shares became fully vested in November, 2010. In connection with this grant, we recorded compensation expense of $1.3 million and $1.5 million during 2010 and 2009, respectively. At December 31, 2011, 31,167,268 shares of Class B Common Stock were reserved for issuance upon conversion of shares of Class A, C and D Common Stock outstanding, for issuance upon exercise of options to purchase Class B Common Stock and for issuance of stock under other incentive plans. Class A, C and D Common Stock are convertible on a share for share basis into Class B Common Stock. In connection with the long-term incentive plans described above, we recorded compensation expense of $2.4 million in 2011, $3.5 million in 2010 and $3.2 million in 2009. Including the compensation expense recognized related to outstanding stock options of $15.8 million in 2011, $13.3 million in 2010 and $9.9 million in 2009, we recorded a total stock compensation expense of $18.2 million in 2011, $16.8 million in 2010 and $13.1 million in 2009.

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