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STOCKHOLDERS' EQUITY AND BENEFIT PLANS

9 Months Ended

Sep. 29, 2012

STOCKHOLDERS' EQUITY AND BENEFIT PLANS

STOCKHOLDERS' EQUITY AND BENEFIT PLANS

6. STOCKHOLDERS’ EQUITY AND BENEFIT PLANS

Common Stock Repurchase Programs. Purchases of the Company’s common stock are made from time to time, subject to market conditions and at prevailing market prices, through the open market. Repurchased shares of common stock are recorded at cost and become authorized but unissued shares which may be issued in the future for general corporate and other purposes. The Company may terminate or limit its stock repurchase program at any time. In the event the repurchased shares are cancelled, the Company accounts for retirements by allocating the repurchase price to common stock, additional paid-in capital and retained earnings. The repurchase price allocation is based upon the equity contribution associated with historical issuances. These repurchase programs were conducted pursuant to Rule 10b-18 of the Exchange Act. During the period from the announcement of the Company’s $750 million buyback authorization in August 2010 until the end of the Third Quarter, the Company has repurchased approximately $646.4 million of its common stock, representing approximately 8.5 million shares.

During the Year To Date Period, the Company effectively retired 8.5 million shares of common stock repurchased under its repurchase programs during fiscal years 2010, 2011 and 2012. The effective retirement of common stock repurchased decreased common stock by $85,000, additional paid-in capital by $49.3 million, retained earnings by $597.7 million and treasury stock by $647.0 million.

The following table reflects the Company’s common stock repurchase activity for the periods indicated (in millions):

							For the 13 Weeks Ended September 29, 2012					For the 39 Weeks Ended September 29, 2012
Fiscal Year Authorized		Dollar Value Authorized			Termination Date		Number of Shares Repurchased		Dollar Value Repurchased			Number of Shares Repurchased		Dollar Value Repurchased
2010		$	30.0		None		0.0		$	0.0		0.0		$	0.0
2010		$	750.0		December 2013		1.0		$	78.2		2.3		$	196.3

Stock-Based Compensation Plans. The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”), using the Black-Scholes option pricing model to determine the fair value of stock options and stock appreciation rights at the date of grant. The Company’s current stock-based compensation plans include: (i) stock options and restricted stock for its international employees, (ii) stock options and restricted stock units for its non-employee directors and (iii) stock appreciation rights, restricted stock and restricted stock units for its U.S.-based employees. There have been no significant changes to the Company’s stock-based compensation plans since the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

The following table summarizes stock options and stock appreciation rights activity during the Third Quarter:

Stock Options and Stock Appreciation Rights		Shares		Weighted- Average Exercise Price			Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
		IN THOUSANDS							IN THOUSANDS
Outstanding at June 30, 2012		1,201		$	61.81		6.3		$	34,152
Granted		3		67.10
Exercised		(54	)	23.92					3,599
Forfeited or expired		(35	)	116.63
Outstanding at September 29, 2012		1,115		61.92			6.5		37,158
Exercisable at September 29, 2012		466		34.00			4.8		23,844
Nonvested at September 29, 2012		649		81.95			7.7		13,314
Expected to vest		585		$	81.95		7.7		$	12,126

The aggregate intrinsic value in the table above is before income taxes and is based on (i) the exercise price for outstanding and exercisable options/rights at September 29, 2012 and (ii) the fair market value of the Company’s common stock on the exercise date for options/rights that were exercised during the Third Quarter.

Stock Options and Stock Appreciation Rights Outstanding and Exercisable. The following table summarizes information with respect to stock options and stock appreciation rights outstanding and exercisable at September 29, 2012:

Stock Options and Stock Appreciation Rights Outstanding									Stock Options and Stock Appreciation Rights Exercisable
							Weighted-
				Weighted-			Average				Weighted-
				Average			Remaining				Average
		Number of		Exercise			Contractual		Number of		Exercise
Range of Exercise Prices		Shares		Price			Term (Years)		Shares		Price
		IN THOUSANDS							IN THOUSANDS
$11.66 - $13.15		11		$	11.71		0.4		11		$	11.71
$13.15 - $26.29		295		18.39			4.2		207		20.36
$26.29 - $39.44		292		34.62			5.6		162		33.78
$39.44 - $52.58		32		43.12			5.2		32		43.12
$65.73 - $78.88		7		68.59			8.9		1		69.53
$78.88 - $92.02		202		81.23			8.0		46		81.23
$92.02 - $105.17		6		93.29			8.5		2		93.29
$118.31 - $131.46		270		128.02			9.0		5		128.29
Total		1,115		$	61.92		6.5		466		$	34.00

Restricted Stock and Restricted Stock Units. The following table summarizes restricted stock and restricted stock unit activity during the Third Quarter:

				Weighted-Average
Restricted Stock and Restricted Stock Units		Number of Shares		Grant-Date Fair Value
		IN THOUSANDS
Nonvested at June 30, 2012		275		$	68.19
Granted		4		67.10
Vested		(5	)	70.91
Forfeited		(1	)	49.91
Nonvested at September 29, 2012		273		68.24
Expected to vest		246		$	68.24

The total fair value of restricted stock and restricted stock units vested during the Third Quarter was approximately $0.4 million.