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Earnings Per Share (Unaudited)
9 Months Ended
Sep. 30, 2011
EARNINGS PER SHARE [Abstract] 
4. EARNINGS PER SHARE

4.    EARNINGS PER SHARE

Basic Earnings Per Share – Basic earnings per share amounts from both continuing and discontinued operations are calculated by dividing the respective earnings by the weighted-average number of shares of common stock outstanding during each period.

Diluted Earnings Per Share – Diluted earnings per share include the dilutive effect of stock options and other stock awards granted to employees under stock-based compensation plans. The dilutive effect of these securities totaled 4.4 million shares and 4.8 million shares for the three and nine months ended September 30, 2011. The dilutive effect of these securities totaled 4.1 million shares and 3.9 million shares for the three and nine months ended September 30, 2010. The weighted-average diluted shares outstanding for the three and nine months ended September 30, 2011, exclude anti-dilutive stock options to purchase approximately 3.6 million and 2.8 million shares, respectively, because such options have exercise prices in excess of the average market price of the company’s common stock during the period. The weighted-average diluted shares outstanding for the three and nine months ended September 30, 2010, exclude anti-dilutive stock options to purchase approximately 4.5 million and 2.6 million shares, respectively.

Share Repurchases – The table below summarizes the company’s share repurchases during the periods:

                                                 
                            Shares Repurchased
(in millions)
 
Repurchase Program
Authorization Date
  Amount
Authorized
(in millions)
    Average Price
Per Share
(2)
   

Total

Shares Retired

(in millions)

    Date Completed     Nine Months Ended
September 30
 
          2011     2010  

 

 

December 19, 2007

    $3,600       $59.82       60.2       August 2010               15.7  

June 16, 2010 (1)

    4,245       58.24       32.4               28.4       2.1  
                                      28.4       17.8  

 

(1) On June 16, 2010, the company’s board of directors authorized a share repurchase program of up to $2 billion of the company’s common stock. On April 25, 2011, after the company had repurchased shares totaling $245 million, the company’s board of directors authorized an increase to the remaining share repurchase authorization to $4.0 billion. As of September 30, 2011, the company had $2.4 billion remaining under this authorization for share repurchases.
(2) Includes commissions paid and calculated as the average price paid per share under the respective repurchase program.

Under the outstanding share repurchase authorization, the company entered into an accelerated share repurchase agreement with Goldman, Sachs & Co. (Goldman Sachs) on May 2, 2011, to repurchase 15.6 million shares of common stock at an initial price of $64.17 per share for a total of $1.0 billion. Under this agreement, Goldman Sachs immediately borrowed shares that were sold to and canceled by the company. Subsequently, Goldman Sachs began purchasing shares in the open market to settle its share borrowings. The cost of the company’s initial share repurchase was subject to adjustment based on the actual cost of the shares subsequently purchased by Goldman Sachs. On August 16, 2011, Goldman Sachs completed its share repurchases and paid the company a cash refund of $19 million for the final price adjustment, which was recorded as an adjustment to paid-in capital. The final average purchase price of the shares repurchased under the agreement was $62.54 per share, including commissions and certain other fees.

Additional share repurchases take place at management’s discretion or under pre-established, non-discretionary programs from time to time, depending on market conditions, in the open market, and in privately negotiated transactions. Under these programs, additional share repurchases took place during the quarter ended September 30, 2011 after the completion of the accelerated share repurchase program with Goldman Sachs. The company retires its common stock upon repurchase and has not made any purchases of common stock other than in connection with these publicly announced repurchase program authorizations.