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Shareholders' Equity
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9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
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| Shareholders' Equity |
10. Shareholders’ Equity Changes in shareholders’ equity for the nine months ended September 30, 2012 were as follows (in thousands):
Dividends The declaration of future dividends is subject to the discretion of the Company’s board of directors and will depend upon various factors, including its earnings, financial condition, restrictions imposed by the Credit Facility and the terms of any other indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by its board of directors. The Credit Facility permits payments of dividends as long as no default or event of default exists and the consolidated leverage ratio specified in the Credit Facility is not exceeded. On February 21, 2012, the Company announced that its board of directors approved a cash dividend of $0.30 per common share in an aggregate amount of $35.2 million that was paid to shareholders on March 22, 2012. On April 30, 2012, the Company announced that its board of directors approved a cash dividend of $0.30 per common share in an aggregate amount of $35.1 million that was paid to shareholders on May 30, 2012. On July 30, 2012, the Company announced that its board of directors approved a cash dividend of $0.30 per common share in an aggregate amount of $32.4 million that was paid to shareholders on August 30, 2012. The aggregate amount of dividends declared and paid during the three months ended September 30, 2012 and 2011 were $32.4 million and $23.5 million, respectively. The aggregate amount of dividends declared and paid during the nine months ended September 30, 2012 and 2011 were $102.7 million and $62.2 million, respectively. Share Repurchases Prior to July 2012, the Company had a $1 billion share repurchase program that was to expire during December 2014, or the Previous Repurchase Program. On May 2, 2012, the Company entered into an agreement with Merrill Lynch International to repurchase $427.9 million of its common shares, which was the remaining authorized capacity under the Previous Repurchase Program at that time. Under the terms of the repurchase agreement, the Company paid $427.9 million on May 4, 2012 and the agreement was to expire on July 27, 2012. The Company received 5.3 million and 3.9 million of its common shares under the repurchase agreement during June 2012 and July 2012, respectively, as described below. The total number of common shares repurchased under the agreement was determined generally upon a discounted volume-weighted average share price of the Company’s common shares over the course of the agreement as disclosed below. On July 27, 2012, the Company completed the Previous Repurchase Program upon the final delivery of common shares repurchased under the repurchase agreement. On July 30, 2012, the Company announced that its board of directors authorized a new $1 billion share repurchase program that will expire on June 30, 2017, or the New Repurchase Program. The New Repurchase Program allows the Company to repurchase its common shares, at such times and prices as determined by the Company’s management as market conditions warrant. The Credit Facility permits the Company to repurchase its common shares as long as no default or event of default exists and the consolidated leverage ratio specified in the Credit Facility is not exceeded. During the three months ended March 31, 2012, the Company repurchased approximately 0.7 million of its common shares through open market purchases at an aggregate cost of approximately $50.0 million or an average cost of $67.24 per share. During the three months ended June 30, 2012, the Company repurchased approximately 5.3 million of its common shares through open market purchases under the initial phase of the repurchase agreement described above at an adjusted aggregate cost of approximately $246.0 million or an adjusted average cost of $46.37 per share. During the three months ended September 30, 2012, the Company repurchased approximately 3.9 million of its common shares through open market purchases under the final phase of the repurchase agreement described above at an aggregate cost of approximately $181.9 million or an average cost of $46.37 per share. The aggregate cost and average cost per share of shares acquired during the three months ended June 30, 2012 under the repurchase agreement were adjusted based on the final cumulative discounted volume-weighted average share price which was determined upon completion of the program in July 2012. As of September 30, 2012, the remaining authorized capacity under the New Repurchase Program was $1.0 billion. The Company reflects the aggregate purchase price of its common shares repurchased as a reduction to shareholders’ equity. The Company allocated the purchase price of the repurchased shares as a reduction to retained earnings, common shares and additional paid-in-capital. The number of shares issued upon vesting or exercise for certain restricted stock units and SARs granted pursuant to the Company’s share-based compensation plans is net of the minimum statutory withholding requirements that the Company pays on behalf of its employees. Although shares withheld are not issued, they are treated as common share repurchases in the Company’s consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the Company’s share repurchase programs described above. |