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Accelerated Share Repurchase Agreement
9 Months Ended
Sep. 30, 2014
Accelerated Share Repurchase Agreement  
Accelerated Share Repurchase Agreement

10.Accelerated Share Repurchase Agreement

 

As part of the stock repurchase program, the Company entered into an accelerated share repurchase agreement (“ASR”) on July 30, 2014 with an investment bank under which the Company repurchased $300 million of its common stock.  The Company paid the $300 million on August 1, 2014 and received an initial delivery of shares from the investment bank of approximately 3.2 million shares, representing approximately 80 percent of the shares anticipated to be repurchased based on current market prices. The ASR was accounted for as an initial stock purchase transaction and a forward stock purchase contract. The initial delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted net earnings per share from the effective date of the ASR.  The forward stock purchase contract is classified as an equity instrument.  At September 30, 2014, the $60 million holdback was recorded as a reduction to additional paid-in capital in the Condensed Consolidated Balance Sheet.  The ASR was funded through a combination of cash on hand and utilization of the Revolving Credit Agreement.

 

At the conclusion of the ASR, the Company may receive additional shares or cash, or be required to pay additional cash or deliver shares (at the Company’s option) based upon the volume-weighted average price of the Company’s stock, less a discount, over an averaging period, which is expected to end in the fourth quarter of 2014.  The ASR is part of the Company’s existing share repurchase program, which had approximately 0.8 million shares available for purchase as of September 30, 2014.  The maximum number of shares that can be repurchased under the ASR is limited to 4.0 million shares.  As of September 30, 2014, based on the volume-weighted average price of the Company’s common stock since the effective date of the ASR, the investment bank would be required to deliver approximately 0.7 million of additional shares to the Company.