STOCKHOLDERS' EQUITY

3 Months Ended

Apr. 30, 2011

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

2. STOCKHOLDERS’ EQUITY

On August 18, 2010, the Company’s Board of Directors authorized a share repurchase program in the amount of $100.0 million (the “2010 Share Repurchase Program”) and on March 3, 2011 authorized another share repurchase program in the amount of $100.0 million (the “2011 Share Repurchase Program”).  Under the programs, the Company may repurchase shares in the open market at current market prices at the time of purchase or in privately negotiated transactions.  During the First Quarter 2011 the Company repurchased approximately 0.4 million shares for approximately $18.4 million, of which $10.1 million was for purchases under the 2010 Share Repurchase Program which closed out that Program and the other $8.3 million was for purchases under the 2011 Share Repurchase Program.  Subsequent to April 30, 2011 and through June 1, 2011, the Company repurchased an additional 0.2 million shares for approximately $8.2 million.  All shares repurchased under the programs have been retired.  The timing and remaining number of shares repurchased under the 2011 Share Repurchase Program will depend on a variety of factors including price, corporate and regulatory requirements, and other business and market conditions.  The Company may suspend or discontinue the program at any time, and may thereafter reinstitute purchases, all without prior announcement.

Additionally, under certain conditions, the Company withholds and retires shares of vesting stock awards in exchange for payments to satisfy the withholding tax requirements of certain recipients.  The Company’s payment of the withholding taxes in exchange for the shares constitutes a purchase of its common stock.  For the First Quarter 2011, the Company retired approximately 18,000 shares and made related withholding tax payments of approximately $0.8 million.

In accordance with the “Equity” topic of the FASB ASC, the par value of the shares retired is charged against common stock and the remaining purchase price is allocated between additional paid-in capital and retained earnings.  The portion charged against additional paid-in capital is done using a pro rata allocation based on total shares outstanding.  Related to all shares retired for the First Quarter 2011, approximately $16.1 million was charged to retained earnings.