Employee Benefit Plans

12 Months Ended

Dec. 31, 2012

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Employee Benefit Plans

Employee Benefit Plans

Officer, Management and Director Compensation Programs

Our officers participate in an annual non-equity incentive program whereby they are eligible for incentive cash payments based on a percentage of their annual base salary. Each officer has a target annual non-equity incentive payment percentage that ranges from 30% to 130% of base salary depending on the officer’s position. The officer’s actual incentive payment for the year is the product of the target annual incentive payment percentage times a “performance factor,” which can range from zero to 200%. This performance factor depends upon the relationship between how various performance criteria compare with predetermined goals. For an officer who has division responsibilities, goals for certain performance criteria are based partly on the division’s actual performance relative to that division’s established goals and partly on actual total performance. Incentive payments are accrued and expensed in the year earned.

Certain other employees participate in an annual non-equity incentive program whereby a target annual cash incentive payment is established based upon the job responsibilities of their position. Incentive payment eligibility ranges from 10% to 30% of annual base salary. The actual incentive payment is determined by our overall performance and the individual’s performance during each year. These incentive payments are also accrued and expensed in the year earned.

Our officers generally receive annual grants of stock options and restricted stock on or about March 1 of each year. Restricted stock grants are also made annually to directors and certain other employees. Except as set forth in the next sentence, dividends received on restricted stock are non-forfeitable and are paid at the same rate and on the same date as on shares of Common Stock. Commencing in 2012 with respect to shares of restricted stock issued to our chief executive officer and subject to any delay in payment that would result in adverse tax consequences under Section 409A of the Code, dividends will accumulate and be payable only if and to the extent the shares vest. Dividends paid on subsequently forfeited shares are expensed. Additional total return-based restricted stock may be issued at the end of the three-year periods if actual performance exceeds certain levels of performance. Such additional shares, if any, would be fully vested when issued. No expense is recorded for additional shares of total return-based restricted stock that may be issued at the end of the three-year period since that possibility is reflected in the grant date fair value. The following table sets forth the number of shares of Common Stock reserved for future issuance:

	December 31,
	2012	2011
Outstanding stock options and warrants	1,144,309	1,224,455
Possible future issuance under equity incentive plans	2,047,550	2,363,695
	3,191,859	3,588,150

13. Employee Benefit Plans - Continued

Of the possible future issuance under equity incentive plans at December 31, 2012, no more than 0.6 million can be in the form of restricted stock. At December 31, 2012, we had 119.7 million remaining shares of Common Stock authorized to be issued under our charter.

During the years ended December 31, 2012, 2011 and 2010, we recognized $7.6 million, $6.1 million and $6.6 million, respectively, of share-based compensation expense. Because REITs generally do not pay income taxes, we do not realize tax benefits on share-based payments. At December 31, 2012, there was $4.5 million of total unrecognized share-based compensation costs, which will be recognized over vesting periods that have a weighted average remaining term of 2.4 years.

- Stock Options

Stock options issued prior to 2005 vest ratably over four years and remain outstanding for 10 years. Stock options issued beginning in 2005 vest ratably over a four-year period and remain outstanding for seven years. The value of all options as of the date of grant is calculated using the Black-Scholes option-pricing model and is amortized over the respective vesting or service period. The fair values of options granted during 2012, 2011 and 2010 were $5.47, $6.47 and $4.96, respectively, per option. The fair values of the options granted were determined at the grant dates using the following assumptions:

	2012		2011		2010
Risk free interest rate (1)	1.1	%	2.4	%	2.6	%
Common stock dividend yield (2)	5.3	%	5.0	%	5.9	%
Expected volatility (3)	33.4	%	32.5	%	32.2	%
Average expected option life (years) (4)	5.75		5.75		5.75

__________

(1) Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the option grants.

(2) The dividend yield is calculated utilizing the dividends paid for the previous one-year period and the per share price of Common Stock on the date of grant.

(3) Based on the historical volatility of Common Stock over a period relevant to the related stock option grant.

(4) The average expected option life is based on an analysis of our historical data.

The following table sets forth stock option activity:

	Options Outstanding
	Number of Shares		Weighted Average Exercise Price
Balances at December 31, 2009	1,467,773		$	27.15
Options granted	190,826		29.05
Options exercised	(178,403	)	22.54
Balances at December 31, 2010	1,480,196		27.95
Options granted	146,581		33.93
Options exercised	(417,322	)	26.79
Balances at December 31, 2011	1,209,455		29.08
Options granted	190,886		31.97
Options exercised	(271,032	)	26.87
Balances at December 31, 2012 (1) (2)	1,129,309		$	30.10

__________

13. Employee Benefit Plans - Continued

(1) The outstanding options at December 31, 2012 had a weighted average remaining life of 3.3 years.

(2) We have 634,550 options exercisable at December 31, 2012 with a weighted average exercise price of $30.75, weighted average remaining life of 2.1 years and intrinsic value of $2.6 million. Of these exercisable options, 173,007 had exercise prices higher than the market price of our Common Stock at December 31, 2012.

Cash received or receivable from options exercised was $7.4 million, $11.9 million and $4.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. The total intrinsic value of options exercised during the years ended December 31, 2012, 2011 and 2010 was $1.9 million, $3.0 million and $1.7 million, respectively. The total intrinsic value of options outstanding at December 31, 2012, 2011 and 2010 was $5.0 million, $3.3 million and $7.2 million, respectively. We generally do not permit the net cash settlement of exercised stock options, but do permit net share settlement so long as the shares received are held for at least one year. We have a policy of issuing new shares to satisfy stock option exercises.

- Time-Based Restricted Stock

Shares of time-based restricted stock issued to officers and employees generally vest 25% on the first, second, third and fourth anniversary dates, respectively. Shares of time-based restricted stock issued to directors generally vest 25% on January 1 of each successive year after the grant date. The value of grants of time-based restricted stock is based on the market value of Common Stock as of the date of grant and is amortized to expense over the respective vesting or service periods.

The following table sets forth time-based restricted stock activity:

	Number of Shares		Weighted Average Grant Date Fair Value
Restricted shares outstanding at December 31, 2009	316,074		$	28.60
Awarded and issued (1)	88,930		29.05
Vested (2)	(138,745	)	31.81
Forfeited	(1,933	)	25.86
Restricted shares outstanding at December 31, 2010	264,326		27.08
Awarded and issued (1)	76,966		33.70
Vested (2)	(116,631	)	30.64
Restricted shares outstanding at December 31, 2011	224,661		28.02
Awarded and issued (1)	90,983		32.27
Vested (2)	(92,239	)	27.14
Forfeited	(903	)	30.12
Restricted shares outstanding at December 31, 2012	222,502		$	30.31

__________

(1) The fair value at grant date of time-based restricted stock issued during the years ended December 31, 2012, 2011 and 2010 was $2.9 million, $2.6 million and $2.6 million, respectively.

(2) The vesting date fair value of time-based restricted stock that vested during the years ended December 31, 2012, 2011 and 2010 was $2.9 million, $3.9 million and $4.3 million, respectively. Vested shares include those shares repurchased for withholding taxes.

13. Employee Benefit Plans - Continued

- Total Return-Based Restricted Stock

During 2012, 2011 and 2010, we issued shares of total return-based restricted stock to officers that will vest from zero to 250% based on (1) our absolute total returns for certain pre-determined three-year periods relative to defined target returns and (2) whether our total return exceeds the average total returns of a selected group of peer companies. The grant date fair value of such shares of total return-based restricted stock was determined to be $38.71, $41.02 and $29.05, respectively, of the market value of a share of Common Stock as of the grant date and is amortized over the respective three-year period. The fair values of the total return-based restricted stock granted were determined at the grant dates using the following assumptions:

	2012		2011		2010
Risk free interest rate (1)	0.4	%	1.0	%	1.3	%
Common stock dividend yield (2)	5.4	%	5.4	%	5.6	%
Expected volatility (3)	43.7	%	42.8	%	42.5	%

__________

(1) Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the total return-based restricted stock grants.

(2) The dividend yield is calculated utilizing the dividends paid for the previous one-year period and the per share price of Common Stock on the date of grant.

(3) Based on the historical volatility of Common Stock over a period relevant to the related total return-based restricted stock grant.

The following table sets forth total return-based restricted stock activity:

	Number of Shares		Weighted Average Grant Date Fair Value
Restricted shares outstanding at December 31, 2009	202,775		$	22.05
Awarded and issued (1)	77,624		29.05
Vested (2)	(47,257	)	38.50
Forfeited	(1,307	)	22.99
Restricted shares outstanding at December 31, 2010	231,835		21.03
Awarded and issued (1)	57,386		41.02
Vested (2)	(66,417	)	13.79
Forfeited	(99,975	)	13.79
Restricted shares outstanding at December 31, 2011	122,829		34.86
Awarded and issued (1)	67,902		38.71
Vested (2)	(32,722	)	29.47
Forfeited	(32,721	)	29.47
Restricted shares outstanding at December 31, 2012	125,288		$	32.87

__________

(1) The fair value at grant date of total return-based restricted stock issued during the years ended December 31, 2012, 2011 and 2010 was $2.6 million, $2.4 million and $2.3 million, respectively. There were no performance-based restricted stock issued subsequent to 2008.

(2) The vesting date fair value of total return-based and other types of performance-based restricted stock that vested during the years ended December 31, 2012, 2011 and 2010 was $1.1 million, $2.0 million and $1.6 million, respectively. Vested shares include those shares repurchased for withholding taxes.

13. Employee Benefit Plans - Continued

Retirement Plan

We have adopted a retirement plan applicable to all employees, including officers, who, at the time of retirement, have at least 30 years of continuous qualified service or are at least 55 years old and have at least 10 years of continuous qualified service. Subject to advance retirement notice and execution of a non-compete agreement with us, eligible retirees are entitled to receive a pro rata amount of the annual incentive payment earned during the year of retirement. Stock options and restricted stock granted by us to such eligible retiree during his or her employment would be non-forfeitable and vest according to the terms of their original grants. For employees who meet the age and service eligibility requirements, 100% of their annual grants are expensed at the grant date as if fully vested.

Deferred Compensation

Prior to 2010, officers could elect to defer all or a portion of their base salary and/or amounts earned under our annual non-equity incentive plan, which was then invested in unrelated mutual funds under our non-qualified deferred compensation plan. These investments are recorded at fair value, which aggregated $3.4 million and $3.1 million at December 31, 2012 and 2011, respectively, and are included in prepaid expenses and other assets, with an offsetting deferred compensation liability recorded in accounts payable, accrued expenses and other liabilities. Deferred amounts ultimately payable to the officers and directors are based on the value of the related mutual fund investments. Accordingly, changes in the value of the unrelated mutual funds are recorded in interest and other income and the corresponding offsetting changes in the deferred compensation liability are recorded in general and administration expense. As a result, there is no effect on our net income. Prior to 2006, officers could elect to defer cash compensation for investment in units of phantom stock. At the end of each calendar quarter, any person who deferred compensation into phantom stock was credited with units of phantom stock at a 15% discount. Dividends on the phantom units were assumed to be issued in additional units of phantom stock at a 15% discount. By the terms of the plan, the cash value of all phantom stock outstanding under the plan was reinvested in unrelated mutual funds as of December 31, 2011.

The following table sets forth our deferred compensation liability:

	Year Ended December 31,
	2012			2011			2010
Beginning deferred compensation liability	$	3,149		$	4,091		$	6,898
Contributions to deferred compensation plans	—			545			229
Mark-to-market adjustment to deferred compensation (in general and administrative expenses)	475			(119		)	246
Distributions from deferred compensation plans	(270		)	(1,368		)	(3,282		)
Total deferred compensation liability	$	3,354		$	3,149		$	4,091

401(k) Savings Plan

We have a 401(k) savings plan covering substantially all employees who meet certain age and employment criteria. We contribute amounts for each participant at a rate of 75% of the employee’s contribution (up to 6% of each employee’s bi-weekly salary and cash incentives subject to statutory limits). During the years ended December 31, 2012, 2011 and 2010, we contributed $1.0 million, $1.1 million and $1.0 million, respectively, to the 401(k) savings plan. The assets of this qualified plan are not included in our Consolidated Financial Statements since the assets are not owned by us. Administrative expenses of the plan are paid by us.

13. Employee Benefit Plans - Continued

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan pursuant to which employees generally may contribute up to 25% of their cash compensation for the purchase of Common Stock. At the end of each three-month offering period, each participant's account balance, which includes accrued dividends, is applied to acquire shares of Common Stock at a cost that is calculated at 85% of the average closing price on the New York Stock Exchange on the five consecutive days preceding the last day of the quarter. In the years ended December 31, 2012, 2011 and 2010, the Company issued 34,126, 30,826 and 27,378 shares, respectively, of Common Stock under the Employee Stock Purchase Plan. The discount on newly issued shares is expensed by us as additional compensation and aggregated $0.2 million, $0.2 million and $0.1 million in the years ended December 31, 2012, 2011 and 2010, respectively.

Highwoods Realty Limited Partnership [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Employee Benefit Plans

Employee Benefit Plans

Officer, Management and Director Compensation Programs

The officers of the Company, which is the sole general partner of the Operating Partnership, participate in an annual non-equity incentive program whereby they are eligible for incentive cash payments based on a percentage of their annual base salary. Each officer has a target annual non-equity incentive payment percentage that ranges from 30% to 130% of base salary depending on the officer’s position. The officer’s actual incentive payment for the year is the product of the target annual incentive payment percentage times a “performance factor,” which can range from zero to 200%. This performance factor depends upon the relationship between how various performance criteria compare with predetermined goals. For an officer who has division responsibilities, goals for certain performance criteria are based partly on the division’s actual performance relative to that division’s established goals and partly on actual total performance. Incentive payments are accrued and expensed in the year earned.

13. Employee Benefit Plans - Continued

Certain other employees participate in an annual non-equity incentive program whereby a target annual cash incentive payment is established based upon the job responsibilities of their position. Incentive payment eligibility ranges from 10% to 30% of annual base salary. The actual incentive payment is determined by our overall performance and the individual’s performance during each year. These incentive payments are also accrued and expensed in the year earned.

The Company's officers generally receive annual grants of stock options and restricted stock on or about March 1 of each year. Restricted stock grants are also made annually to directors and certain other employees. Except as set forth in the next sentence, dividends received on restricted stock are non-forfeitable and are paid at the same rate and on the same date as on shares of Common Stock. Commencing in 2012 with respect to shares of restricted stock issued to the Company's chief executive officer and subject to any delay in payment that would result in adverse tax consequences under Section 409A of the Code, dividends will accumulate and be payable only if and to the extent the shares vest. Dividends paid on subsequently forfeited shares are expensed. Additional total return-based restricted stock may be issued at the end of the three-year periods if actual performance exceeds certain levels of performance. Such additional shares, if any, would be fully vested when issued. No expense is recorded for additional shares of total return-based restricted stock that may be issued at the end of the three-year period since that possibility is reflected in the grant date fair value. The following table sets forth the number of shares of Common Stock reserved for future issuance:

	December 31,
	2012	2011
Outstanding stock options and warrants	1,144,309	1,224,455
Possible future issuance under equity incentive plans	2,047,550	2,363,695
	3,191,859	3,588,150

Of the possible future issuance under equity incentive plans at December 31, 2012, no more than 0.6 million can be in the form of restricted stock. At December 31, 2012, the Company had 119.7 million remaining shares of Common Stock authorized to be issued under our charter.

During the years ended December 31, 2012, 2011 and 2010, we recognized $7.6 million, $6.1 million and $6.6 million, respectively, of share-based compensation expense. Because REITs generally do not pay income taxes, we do not realize tax benefits on share-based payments. At December 31, 2012, there was $4.5 million of total unrecognized share-based compensation costs, which will be recognized over vesting periods that have a weighted average remaining term of 2.4 years.

- Stock Options

Stock options issued prior to 2005 vest ratably over four years and remain outstanding for 10 years. Stock options issued beginning in 2005 vest ratably over a four-year period and remain outstanding for seven years. The value of all options as of the date of grant is calculated using the Black-Scholes option-pricing model and is amortized over the respective vesting or service period. The fair values of options granted during 2012, 2011 and 2010 were $5.47, $6.47 and $4.96, respectively, per option. The fair values of the options granted were determined at the grant dates using the following assumptions:

	2012		2011		2010
Risk free interest rate (1)	1.1	%	2.4	%	2.6	%
Common stock dividend yield (2)	5.3	%	5.0	%	5.9	%
Expected volatility (3)	33.4	%	32.5	%	32.2	%
Average expected option life (years) (4)	5.75		5.75		5.75

__________

(1) Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the option grants.

(2) The dividend yield is calculated utilizing the dividends paid for the previous one-year period and the per share price of Common Stock on the date of grant.

(3) Based on the historical volatility of Common Stock over a period relevant to the related stock option grant.

(4) The average expected option life is based on an analysis of the Company's historical data.

13. Employee Benefit Plans - Continued

The following table sets forth stock option activity:

	Options Outstanding
	Number of Shares		Weighted Average Exercise Price
Balances at December 31, 2009	1,467,773		$	27.15
Options granted	190,826		29.05
Options exercised	(178,403	)	22.54
Balances at December 31, 2010	1,480,196		27.95
Options granted	146,581		33.93
Options exercised	(417,322	)	26.79
Balances at December 31, 2011	1,209,455		29.08
Options granted	190,886		31.97
Options exercised	(271,032	)	26.87
Balances at December 31, 2012 (1) (2)	1,129,309		$	30.10

__________

(1) The outstanding options at December 31, 2012 had a weighted average remaining life of 3.3 years.

(2) The Company has 634,550 options exercisable at December 31, 2012 with a weighted average exercise price of $30.75, weighted average remaining life of 2.1 years and intrinsic value of $2.6 million. Of these exercisable options, 173,007 had exercise prices higher than the market price of our Common Stock at December 31, 2012.

Cash received or receivable from options exercised was $7.4 million, $11.9 million and $4.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. The total intrinsic value of options exercised during the years ended December 31, 2012, 2011 and 2010 was $1.9 million, $3.0 million and $1.7 million, respectively. The total intrinsic value of options outstanding at December 31, 2012, 2011 and 2010 was $5.0 million, $3.3 million and $7.2 million, respectively. The Company generally does not permit the net cash settlement of exercised stock options, but does permit net share settlement so long as the shares received are held for at least one year. The Company has a policy of issuing new shares to satisfy stock option exercises.

- Time-Based Restricted Stock

Shares of time-based restricted stock issued to officers and employees generally vest 25% on the first, second, third and fourth anniversary dates, respectively. Shares of time-based restricted stock issued to directors generally vest 25% on January 1 of each successive year after the grant date. The value of grants of time-based restricted stock is based on the market value of Common Stock as of the date of grant and is amortized to expense over the respective vesting or service periods.

13. Employee Benefit Plans - Continued

The following table sets forth time-based restricted stock activity:

	Number of Shares		Weighted Average Grant Date Fair Value
Restricted shares outstanding at December 31, 2009	316,074		$	28.60
Awarded and issued (1)	88,930		29.05
Vested (2)	(138,745	)	31.81
Forfeited	(1,933	)	25.86
Restricted shares outstanding at December 31, 2010	264,326		27.08
Awarded and issued (1)	76,966		33.70
Vested (2)	(116,631	)	30.64
Restricted shares outstanding at December 31, 2011	224,661		28.02
Awarded and issued (1)	90,983		32.27
Vested (2)	(92,239	)	27.14
Forfeited	(903	)	30.12
Restricted shares outstanding at December 31, 2012	222,502		$	30.31

__________

(1) The fair value at grant date of time-based restricted stock issued during the years ended December 31, 2012, 2011 and 2010 was $2.9 million, $2.6 million and $2.6 million, respectively.

(2) The vesting date fair value of time-based restricted stock that vested during the years ended December 31, 2012, 2011 and 2010 was $2.9 million, $3.9 million and $4.3 million, respectively. Vested shares include those shares repurchased for withholding taxes.

- Total Return-Based Restricted Stock

During 2012, 2011 and 2010, we issued shares of total return-based restricted stock to officers that will vest from zero to 250% based on (1) our absolute total returns for certain pre-determined three-year periods relative to defined target returns and (2) whether the Company's total return exceeds the average total returns of a selected group of peer companies. The grant date fair value of such shares of total return-based restricted stock was determined to be $38.71, $41.02 and $29.05, respectively, of the market value of a share of Common Stock as of the grant date and is amortized over the respective three-year period. The fair values of the total return-based restricted stock granted were determined at the grant dates using the following assumptions:

	2012		2011		2010
Risk free interest rate (1)	0.4	%	1.0	%	1.3	%
Common stock dividend yield (2)	5.4	%	5.4	%	5.6	%
Expected volatility (3)	43.7	%	42.8	%	42.5	%

__________

(1) Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the total return-based restricted stock grants.

(2) The dividend yield is calculated utilizing the dividends paid for the previous one-year period and the per share price of Common Stock on the date of grant.

(3) Based on the historical volatility of Common Stock over a period relevant to the related total return-based restricted stock grant.

13. Employee Benefit Plans - Continued

The following table sets forth total return-based restricted stock activity:

	Number of Shares		Weighted Average Grant Date Fair Value
Restricted shares outstanding at December 31, 2009	202,775		$	22.05
Awarded and issued (1)	77,624		29.05
Vested (2)	(47,257	)	38.50
Forfeited	(1,307	)	22.99
Restricted shares outstanding at December 31, 2010	231,835		21.03
Awarded and issued (1)	57,386		41.02
Vested (2)	(66,417	)	13.79
Forfeited	(99,975	)	13.79
Restricted shares outstanding at December 31, 2011	122,829		34.86
Awarded and issued (1)	67,902		38.71
Vested (2)	(32,722	)	29.47
Forfeited	(32,721	)	29.47
Restricted shares outstanding at December 31, 2012	125,288		$	32.87

__________

(1) The fair value at grant date of total return-based restricted stock issued during the years ended December 31, 2012, 2011 and 2010 was $2.6 million, $2.4 million and $2.3 million, respectively. There were no performance-based restricted stock issued subsequent to 2008.

(2) The vesting date fair value of total return-based and other types of performance-based restricted stock that vested during the years ended December 31, 2012, 2011 and 2010 was $1.1 million, $2.0 million and $1.6 million, respectively. Vested shares include those shares repurchased for withholding taxes.

Retirement Plan

The Company has adopted a retirement plan applicable to all employees, including officers, who, at the time of retirement, have at least 30 years of continuous qualified service or are at least 55 years old and have at least 10 years of continuous qualified service. Subject to advance retirement notice and execution of a non-compete agreement with us, eligible retirees are entitled to receive a pro rata amount of the annual incentive payment earned during the year of retirement. Stock options and restricted stock granted by the Company to such eligible retiree during his or her employment would be non-forfeitable and vest according to the terms of their original grants. For employees who meet the age and service eligibility requirements, 100% of their annual grants are expensed at the grant date as if fully vested.

Deferred Compensation

Prior to 2010, officers could elect to defer all or a portion of their base salary and/or amounts earned under the Company's annual non-equity incentive plan, which was then invested in unrelated mutual funds under its non-qualified deferred compensation plan. These investments are recorded at fair value, which aggregated $3.4 million and $3.1 million at December 31, 2012 and 2011, respectively, and are included in prepaid expenses and other assets, with an offsetting deferred compensation liability recorded in accounts payable, accrued expenses and other liabilities. Deferred amounts ultimately payable to the officers and directors are based on the value of the related mutual fund investments. Accordingly, changes in the value of the unrelated mutual funds are recorded in interest and other income and the corresponding offsetting changes in the deferred compensation liability are recorded in general and administration expense. As a result, there is no effect on our net income. Prior to 2006, officers could elect to defer cash compensation for investment in units of phantom stock. At the end of each calendar quarter, any person who deferred compensation into phantom stock was credited with units of phantom stock at a 15% discount. Dividends on the phantom units were assumed to be issued in additional units of phantom stock at a 15% discount. By the terms of the plan, the cash value of all phantom stock outstanding under the plan was reinvested in unrelated mutual funds as of December 31, 2011.

13. Employee Benefit Plans - Continued

The following table sets forth the Company's deferred compensation liability:

	Year Ended December 31,
	2012			2011			2010
Beginning deferred compensation liability	$	3,149		$	4,091		$	6,898
Contributions to deferred compensation plans	—			545			229
Mark-to-market adjustment to deferred compensation (in general and administrative expenses)	475			(119		)	246
Distributions from deferred compensation plans	(270		)	(1,368		)	(3,282		)
Total deferred compensation liability	$	3,354		$	3,149		$	4,091

401(k) Savings Plan

We have a 401(k) savings plan covering substantially all employees who meet certain age and employment criteria. We contribute amounts for each participant at a rate of 75% of the employee’s contribution (up to 6% of each employee’s bi-weekly salary and cash incentives subject to statutory limits). During the years ended December 31, 2012, 2011 and 2010, we contributed $1.0 million, $1.1 million and $1.0 million, respectively, to the 401(k) savings plan. The assets of this qualified plan are not included in our Consolidated Financial Statements since the assets are not owned by us. Administrative expenses of the plan are paid by us.

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan pursuant to which employees generally may contribute up to 25% of their cash compensation for the purchase of Common Stock. At the end of each three-month offering period, each participant's account balance, which includes accrued dividends, is applied to acquire shares of Common Stock at a cost that is calculated at 85% of the average closing price on the New York Stock Exchange on the five consecutive days preceding the last day of the quarter. In the years ended December 31, 2012, 2011 and 2010, the Company issued 34,126, 30,826 and 27,378 shares, respectively, of Common Stock under the Employee Stock Purchase Plan. The discount on newly issued shares is expensed by us as additional compensation and aggregated $0.2 million, $0.2 million and $0.1 million in the years ended December 31, 2012, 2011 and 2010, respectively.