Capital Stock

12 Months Ended

Dec. 31, 2012

Capital Stock

NOTE 14. CAPITAL STOCK

CAPITAL STOCK

At December 31, 2012, our authorized capital stock consists of 200,000,000 shares of common stock, par value $.01 per share, and 10,000,000 shares of preferred stock, par value $.01 per share.

TREASURY STOCK

In 2011, our Board of Directors authorized the repurchase by us of up to $300.0 million of our common stock, inclusive of prior authorizations, from time to time through and including December 31, 2014. On November 19, 2012, our Board of Directors authorized the repurchase by us of an additional $100.0 million of our common stock from time to time through and including December 31, 2014. Pursuant to these authorizations, we repurchased 805,346 shares of our common stock at an average price per share of $42.35, for a total purchase price of $34.1 million, in 2012, and 441,416 shares of our common stock at an average price per share of $35.79, for a total purchase price of $15.8 million, in 2011. At December 31, 2012, we had $350.1 million remaining under these authorizations for the repurchase of our common stock.

In 2012, 2011 and 2010, we issued 132,846, 374,071 and 163,428 treasury shares, respectively, at an average cost of $6.63 per share for restricted stock units that vested during these years. In 2012, 2011 and 2010, we repurchased 43,874, 142,080 and 51,038 shares of our common stock, respectively, at an average cost of $42.64, $36.58 and $28.82 per share, respectively, in accordance with the Plan to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested.

We account for treasury shares using the FIFO cost method. As of December 31, 2012, 18,352,281 shares of our common stock were held in treasury.

2012 TENDER OFFER

On November 19, 2012, we commenced a “modified Dutch auction” tender offer to purchase up to $250.0 million of our common stock. Pursuant to the tender offer, which expired on February 5, 2013, we purchased 5,524,861 shares of our common stock from our stockholders on February 8, 2013 at a price of $45.25 per share, for a total purchase price of $250.0 million. Mr. Horrigan, our Non-Executive Co-Chairman of our Board of Directors, participated in the tender offer, and we purchased 515,806 shares beneficially owned by him at a price of $45.25 per share, for a total purchase price of $23.3 million.

2010 TENDER OFFER AND STOCK PURCHASE AGREEMENT

In November 2010, we purchased 5,035,971 shares of our common stock from our stockholders at a price of $34.75 per share, for a total purchase price of $175.0 million through a “modified Dutch auction” tender offer. In connection with the tender offer, we also entered into a stock purchase agreement with Messrs. Silver and Horrigan, our two largest stockholders and the Non-Executive Co-Chairmen of our Board of Directors, pursuant to which each of Messrs. Silver and Horrigan had agreed to not participate in the tender offer and instead to sell to us, following the completion of the tender offer and at the same price per share as in the tender offer, such number of shares of our common stock as would result in each of them maintaining substantially the same percentage beneficial ownership in our common stock that he had immediately prior to the consummation of the tender offer. Accordingly, in November 2010 we purchased an aggregate of 2,071,509 shares of our common stock beneficially owned by Messrs. Silver and Horrigan at a price of $34.75 per share (the same price per share as in the tender offer), for a total purchase price of $72.0 million. Through the tender offer and the purchase of shares under the stock purchase agreement with Messrs. Silver and Horrigan, we purchased a total of 7,107,480 shares of our common stock at a price of $34.75 per share, for an aggregate total purchase price of $247.0 million.