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SHARE BASED COMPENSATION
6 Months Ended
Jun. 30, 2012
Notes To Consolidated Financial Statement [Abstract]  
SHARE-BASED COMPENSATION

3.       SHARE-BASED COMPENSATION

 

At June 30, 2012, the Company had seven active share-based employee compensation plans. Of these seven share-based compensation plans, only the 2006 Incentive Award Plan is eligible for the granting of future awards.

 

Stock Option Awards

 

Stock option awards are granted at the fair market value on the date of grant. The option awards vest over a period determined at the time the options are granted, ranging from one to five years, and generally have a maximum term of ten years. Certain options provide for accelerated vesting if there is a change in control (as defined in the plans). When options are exercised, new shares of the Company's Class A common stock are issued.

 

The total value of the stock option awards is expensed ratably over the service period of the employees receiving the awards. As of June 30, 2012, total unrecognized compensation cost related to stock option awards, to be recognized as expense subsequent to June 30, 2012, was approximately $1.5 million and the related weighted average period over which it is expected to be recognized is approximately 2.5 years.

 

A summary of stock option activity within the Company's stock-based compensation plans and changes for the six months ended June 30, 2012, is as follows:

     Weighted  
   WeightedAverage  
   AverageRemainingAggregate
  NumberExerciseContractualIntrinsic
  of SharesPriceTermValue
        
 Balance at December 31, 2011 4,101,505$ 31.31   
        
 Granted 88,818$ 36.72   
 Exercised (619,185)$ 22.47   
 Terminated/expired (58,348)$ 38.28   
        
 Balance at June 30, 2012 3,512,790$ 32.88 2.3$ 11,322,820

The intrinsic value of options exercised during the six months ended June 30, 2012 was approximately $8.7 million. Options exercisable under the Company's share-based compensation plans at June 30, 2012 were 3,340,931 with a weighted average exercise price of $33.06, a weighted average remaining contractual term of 2.1 years, and an aggregate intrinsic value of approximately $10.3 million.

 

A summary of outstanding and exercisable stock options that are fully vested and are expected to vest, based on historical forfeiture rates, as of June 30, 2012, is as follows:

 

     Weighted  
   WeightedAverage  
   AverageRemainingAggregate
  NumberExerciseContractualIntrinsic
  of SharesPriceTermValue
        
 Outstanding, net of expected forfeitures 3,339,865$ 32.95 2.3$ 10,518,196
 Exercisable, net of expected forfeitures 3,210,396$ 33.02 2.1$ 9,924,196

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:

 

  Six Months Ended
  June 30, 2012June 30, 2011
    
 Expected dividend yield1.06% to 1.14%0.77% to 0.88%
 Expected stock price volatility0.31 to 0.320.33
 Risk-free interest rate1.13% to 1.19%2.47% to 2.81%
 Expected life of options6.0 to 7.0 Years7.0 Years

The expected dividend yield is based on expected annual dividends to be paid by the Company as a percentage of the market value of the Company's stock as of the date of grant. The Company determined that a blend of implied volatility and historical volatility is more reflective of market conditions and a better indicator of expected volatility than using purely historical volatility. The risk-free interest rate is based on the U.S. treasury security rate in effect as of the date of grant whose term is consistent with the expected life of the related grant. The expected lives of the options are based on the Company's historical exercise data.

 

The weighted average fair value of stock options granted during the six months ended June 30, 2012 and 2011, was $10.77 and $12.25, respectively.

 

Restricted Stock Awards

 

The Company also grants restricted stock awards to certain employees. Restricted stock awards are valued at the closing market value of the Company's Class A common stock on the date of grant, and the total value of the award is expensed ratably over the service period of the employees receiving the grants. As of June 30, 2012, the total amount of unrecognized compensation cost related to nonvested restricted stock awards, to be recognized as expense subsequent to June 30, 2012, was approximately $47.4 million, and the related weighted average period over which it is expected to be recognized is approximately 3.5 years.

 

A summary of restricted stock activity within the Company's share-based compensation plans and changes for the six months ended June 30, 2012, is as follows:

 

   Weighted
   Average
   Grant-Date
 Nonvested SharesSharesFair Value
     
 Nonvested at December 31, 2011 1,919,462$ 22.61
     
 Granted 705,807$ 35.01
 Vested (585,722)$ 20.54
 Forfeited (31,349)$ 30.81
     
 Nonvested at June 30, 2012 2,008,198$ 27.44

The total fair value of restricted shares vested during the six months ended June 30, 2012 and 2011 was approximately $12.0 million and $8.5 million, respectively.

 

Stock Appreciation Rights

 

During 2009, the Company began granting cash-settled stock appreciation rights (“SARs”) to many of its employees. SARs generally vest over a graduated five-year period and expire seven years from the date of grant, unless such expiration occurs sooner due to the employee's termination of employment, as provided in the applicable SAR award agreement. SARs allow the holder to receive cash (less applicable tax withholding) upon the holder's exercise, equal to the excess, if any, of the market price of the Company's Class A common stock on the exercise date over the exercise price, multiplied by the number of shares relating to the SAR with respect to which the SAR is exercised.  The exercise price of the SAR is the fair market value of a share of the Company's Class A common stock relating to the SAR on the date of grant. The total value of the SAR is expensed over the service period of the employee receiving the grant, and a liability is recognized in the Company's condensed consolidated balance sheets until settled. The fair value of SARs is required to be remeasured at the end of each reporting period until the award is settled, and changes in fair value must be recognized as compensation expense to the extent of vesting during each reporting period based on the new fair value. As of June 30, 2012, the total measured amount of unrecognized compensation cost related to outstanding SARs, to be recognized as expense subsequent to June 30, 2012, based on the remeasurement at June 30, 2012, was approximately $17.8 million, and the related weighted average period over which it is expected to be recognized is approximately 2.3 years.

 

The fair value of each SAR was estimated on the date of the grant, and was remeasured at quarter-end, using the Black-Scholes option pricing model with the following assumptions:

 

  RemeasurementSARs Granted During the
  as ofSix Months Ended
  June 30, 2012June 30, 2011
    
 Expected dividend yield1.17%0.87%
 Expected stock price volatility0.310.32
 Risk-free interest rate0.41% to 0.72%3.12%
 Expected life of SARs2.7 to 4.6 Years7.0 Years

No SARs were granted during the six months ended June 30, 2012. The weighted average fair value of SARs granted during the six months ended June 30, 2011, as of the grant date, was $9.90. The weighted average fair value of all SARs outstanding as of the remeasurement date of June 30, 2012 was $16.77.

 

A summary of SARs activity for the six months ended June 30, 2012 is as follows:

     Weighted  
   WeightedAverage  
   AverageRemainingAggregate
  NumberExerciseContractualIntrinsic
  of SARsPriceTermValue
        
 Balance at December 31, 2011 2,323,060$ 17.52   
        
 Granted -$ -   
 Exercised (295,877)$ 14.65   
 Terminated/expired (82,983)$ 17.55   
        
 Balance at June 30, 2012 1,944,200$ 17.96 4.3$ 31,484,679

The intrinsic value of SARs exercised during the six months ended June 30, 2012 was approximately $6.3 million.

 

As of June 30, 2012, 175,195 SARs were exercisable, with a weighted average exercise price of $16.75, a weighted average remaining contractual term of 4.2 years, and an aggregate intrinsic value of approximately $3.0 million.       

 

Total share-based compensation expense related to continuing operations recognized during the three and six months ended June 30, 2012 and 2011 was as follows (in thousands):

 

 Three Months Ended Six Months Ended
 June 30, 2012June 30, 2011 June 30, 2012June 30, 2011
              
Stock options$ 209 $ 234  $ 404 $ 484 
Restricted stock awards  3,364   3,197    6,983   5,799 
Stock appreciation rights  (479)   5,889    4,804   9,726 
Total share-based             
compensation expense$ 3,094 $ 9,320  $ 12,191 $ 16,009