Shareholders' Equity

12 Months Ended

Dec. 31, 2011

SHAREHOLDERS’ EQUITY [Abstract]

Stockholders' Equity Note Disclosure

SHAREHOLDERS’ EQUITY

Common Stock

The number of authorized shares of the Company’s common stock is 125,000,000 shares with a par value of $0.01 per share. Holders of the Company’s common stock are entitled to one vote per share. At December 31, 2011, 3,619,129 shares of the Company’s common stock were reserved for issuance pursuant to the Company’s stock option plans.

Preferred Stock

The Board of Directors, without further shareholder authorization, is authorized to issue up to 10,000,000 shares of preferred stock, par value $0.01 per share in one or more series and to determine and fix the rights, preferences and privileges of each series, including dividend rights and preferences over dividends on the common stock and one or more series of the preferred stock, conversion rights, voting rights (in addition to those provided by law), redemption rights and the terms of any sinking fund therefore, and rights upon liquidation, dissolution or winding up, including preferences over the common stock and one or more series of the preferred stock. The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, may have the effect of delaying, deferring or preventing a change in control of the Company or an unsolicited acquisition proposal.

Restricted Stock Units

In 2011 and 2010, the Company granted 42,067 and 43,485 restricted stock units, respectively, to certain employees and directors. The weighted average grant-date fair value of the restricted stock units granted in 2011 and 2010 was $150.11 and $132.94 per unit, respectively, and the restricted units vest ratably primarily over a five-year period. The total fair value of the restricted stock units on the date of grant of $6.3 million for 2011 and $5.8 million for 2010 will be recorded as compensation expense ratably over the vesting period. Approximately $4.6 million and $4.2 million of compensation expense was recognized during the years ended December 31, 2011 and 2010, respectively.

Shareholder Rights Plan

On August 26, 2002, the Board of Directors adopted a Shareholder Rights Plan under which the Company declared a non-cash dividend of one right for each outstanding share of common stock. The Rights, which expire on September 5, 2012, entitle stockholders to buy one one-thousandth of a share of preferred stock at an exercise price of $150. The Rights were distributed to those stockholders of record as of close of business on September 5, 2002 and are attached to all certificates representing those shares of common stock.

The Rights Plan provides that should any person or group acquire, or announce a tender or exchange offer for 15% or more of the Company’s common stock, each Right, other than Rights held by the acquiring person or group, would entitle its holder to purchase a number of shares of the Company’s common stock for 50% of its then-current market value. Unless a 15% acquisition has occurred, the Rights may be redeemed by the Board of Directors of the Company at any time. The Rights Plan will not be triggered by a tender or exchange offer for all outstanding shares of the Company at a price and on terms that the Company’s Board of Directors determines to be adequate and in the best interest of the Company and its stockholders.

The Rights Plan exempts any stockholder that beneficially owned 15% or more of the Company’s common stock as of August 26, 2002. However, the Rights will become exercisable if, at any time after August 26, 2002, any of these stockholders acquire additional shares of the Company’s common stock in an amount which is greater than 2% of the Company’s outstanding common stock.

Share Repurchase Program

The Company has a $2.25 billion share repurchase program that was increased in November 2010, whereby the Board of Directors authorized the Company to repurchase an additional $750 million of common shares. The Company expects that the authorization will be utilized over the next several years. As of December 31, 2011, there were $716 million of remaining common shares authorized to be repurchased under the program. The share repurchases are expected to be funded from cash balances, borrowings and cash generated from operating activities. Repurchases will be made through open market transactions, and the amount and timing of purchases will depend on business and market conditions, the stock price, trading restrictions, the level of acquisition activity and other factors. The Company has purchased 18.5 million shares since the inception of the program through December 31, 2011.

During the years ended December 31, 2011 and 2010, the Company spent $204.6 million and $240.0 million on the repurchase of 1,285,827 shares and 1,955,634 shares at an average price per share of $159.08 and $122.70, respectively. The Company reissued 450,613 shares and 527,276 shares held in treasury for the exercise of stock options and restricted stock units during 2011 and 2010, respectively.

The Company also reissued 2,549 shares held in treasury during 2010, pursuant to its 2007 Share Plan, which extends certain eligible employees the option to receive a percentage of their annual performance-based compensation in shares of the Company’s stock. There were no shares reissued related to the 2007 Share Plan during the year ended December 31, 2011.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) consisted of the following at December 31:

	2011			2010			2009
Currency translation adjustment, net of tax	$	40,371		$	59,102		$	27,455
Net unrealized (loss) gain on cash flow hedging arrangements, net of tax	(5,719		)	(3,602		)	2,808
Pension and post-retirement benefit related items	(176,005		)	(72,510		)	(73,234		)
Deferred taxes on pension and post-retirement benefit related items	54,415			25,211			26,762
Total accumulated other comprehensive income (loss)	$	(86,938	)	$	8,201		$	(16,209	)