Note 21 Net (Loss) Earnings per Common Share

The following table sets forth the calculation of basic and diluted net earnings per common share under the two-class method for the three years ended December 31, 2012 in millions, except per share data:


	2012			2011			2010
*Basic Net (Loss) Earnings Per Common Share:*
Numerator
Net (loss) earnings available to common stockholders	$	(1,410.3	)	$	149.1		$	255.9
Distributed and allocated undistributed net (loss) earnings to non-vested restricted stockholders		(0.5	)		(0.9	)		(1.6	)

Distributed and allocated undistributed net (loss) earnings to common stockholders		(1,410.8	)		148.2			254.3
Distributed net (loss) earnings — dividends paid to common stockholders		(100.4	)		(86.8	)		(79.2	)

Allocation of undistributed net (loss) earnings to common stockholders	$	(1,511.2	)	$	61.4		$	175.1

Denominator⁽¹⁾
Weighted average number of common shares outstanding — basic		192.8			167.0			158.3

Basic net (loss) earnings per common share:
Distributed net (loss) earnings to common stockholders	$	0.52		$	0.52		$	0.50
Allocated undistributed net (loss) earnings to common stockholders		(7.83	)		0.37			1.11

Basic net (loss) earnings per common share:	$	(7.31	)	$	0.89		$	1.61

*Diluted Net (Loss) Earnings Per Common Share:*
Numerator
Distributed and allocated undistributed net (loss) earnings to common stockholders	$	(1,410.8	)	$	148.2		$	254.3
Add: Allocated undistributed net (loss) earnings to non-vested restricted stockholders		—			0.4			1.1
Less: Undistributed net (loss) earnings reallocated to non-vested restricted stockholders		—			(0.3	)		(1.0	)

Net (loss) earnings available to common stockholders — diluted	$	(1,410.8	)	$	148.3		$	254.4

Denominator⁽¹⁾⁽²⁾
Weighted average number of common shares outstanding — basic		192.8			167.0			158.3
Effect of assumed issuance of Settlement agreement shares		—			18.0			18.0
Effect of non-vested restricted stock units		—			0.4			0.4

Weighted average number of common shares outstanding — diluted		192.8			185.4			176.7

Diluted net (loss) earnings per common share	$	(7.31	)	$	0.80		$	1.44

⁽¹⁾	Includes the weighted-average share impact in 2012 of 31.7 million shares issued as part of the total consideration paid in connection with the acquisition of Diversey on October 3, 2011.

⁽²⁾

Provides for the following items if their inclusion is dilutive: (i) the effect of assumed issuance of 18 million shares of common stock reserved for the Settlement agreement as defined and (ii) the effect of non-vested restricted stock and restricted stock units using the treasury stock method. In calculating diluted net (loss) earnings per common share for 2012, our diluted weighted average number of common shares outstanding excludes the effect of the items mentioned above as the effect was anti-dilutive.

PSU Awards

Since the PSU awards discussed in Note 19, “Stockholders’ Equity,” are contingently issuable shares that are based on a condition other than earnings or market price, these shares will be included in the diluted weighted average number of common shares outstanding when they have met the performance conditions as of these dates. The shares for the 2009 three-year PSU awards and the shares for the 2010 three-year PSU awards are included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2011 because the target levels of their respective performance conditions were met as of December 31, 2011. The shares for the 2011 three-year PSU awards are not included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2011 because they have not met the target levels of their performance conditions as of that date. However, in 2012, unvested PSU awards that have met the performance conditions as of December 31, 2012 have not been included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2012 as the effect was anti-dilutive.

SLO Awards

The shares or units associated with the 2012 SLO awards are considered contingently issuable shares and therefore are not included in the basic or diluted weighted average number of common shares outstanding for the year ended December 31, 2012. These shares or units, discussed in Note 19, “Stockholders’ Equity,” will not be included in the common shares outstanding until the final determination of the amount of annual incentive compensation is made in the first quarter of 2013. Once this determination is made, the shares or units will be included in the basic weighted average number of common shares outstanding if the employee is retirement eligible or in the diluted weighted average number of common shares outstanding regardless of whether the employee is retirement eligible if the impact to diluted net earnings per common share is dilutive. The numbers of shares or units associated with SLO awards for the years ended December 31, 2012, 2011 and 2010 were nominal and have not been included in the diluted weighted average number of common shares outstanding for the year ended December 31, 2012 as the effect was anti-dilutive.