Shareholders' Equity

12 Months Ended

Dec. 31, 2012

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, 2012, 3,161,397 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 2012 and 2011, the Company granted 43,078 and 42,067 restricted stock units, respectively, to certain employees and directors. The weighted average grant-date fair value of the restricted stock units granted in 2012 and 2011 was $169.37 and $150.11 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 $7.3 million for 2012 and $6.3 million for 2011 will be recorded as compensation expense ratably over the vesting period. Approximately $5.3 million and $4.6 million of compensation expense was recognized during the years ended December 31, 2012 and 2011, 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 Shareholder Rights Plan expired in September 2012 and the Board has determined not to renew the Plan.

Share Repurchase Program

The Company has a $2.25 billion share repurchase program. The Company expects that the authorization will be utilized over the next several years. As of December 31, 2012, there were $437 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 20.1 million shares since the inception of the program through December 31, 2012.

During the years ended December 31, 2012 and 2011, the Company spent $278.7 million and $204.6 million on the repurchase of 1,637,827 shares and 1,285,827 shares at an average price per share of $170.13 and $159.08, respectively. The Company reissued 457,732 shares and 450,613 shares held in treasury for the exercise of stock options and restricted stock units during 2012 and 2011, respectively.

Accumulated Other Comprehensive Income (Loss)

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

	2012			2011			2010
Currency translation adjustment, net of tax	$	56,012		$	40,371		$	59,102
Net unrealized (loss) gain on cash flow hedging arrangements, net of tax	(5,438		)	(5,719		)	(3,602		)
Pension and post-retirement benefit related items	(209,775		)	(176,005		)	(72,510		)
Deferred taxes on pension and post-retirement benefit related items	61,740			54,415			25,211
Total accumulated other comprehensive income (loss)	$	(97,461	)	$	(86,938	)	$	8,201