XML 32 R19.htm IDEA: XBRL DOCUMENT v2.3.0.15
SHAREHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2011
SHAREHOLDERS' EQUITY [Abstract] 
SHAREHOLDERS' EQUITY
NOTE 13:  SHAREHOLDERS' EQUITY

The Company has 950 million shares of authorized common stock with a par value of $2.50 per share, of which 391 million shares had been issued as of September 30, 2011 and December 31, 2010.  Treasury stock at cost consisted of approximately 121 million and 122 million shares as of September 30, 2011 and December 31, 2010, respectively.

Net Operating Loss Rights Agreement

On August 1, 2011, the Company entered into a Net Operating Loss (NOL) Rights Agreement (NOL Rights Agreement) designed to preserve stockholder value and tax assets.  The Company's ability to use its tax attributes to offset tax on U.S. taxable income would be substantially limited if there were an "ownership change" as defined under Section 382 of the U.S. Internal Revenue Code.  In general, an ownership change would occur if "5-percent shareholders," as defined under Section 382, collectively increase their ownership in the Company by more than 50 percentage points over a rolling three-year period.
 
In connection with the adoption of the NOL Rights Agreement, the Company's Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of the Company's common stock.  The preferred share purchase rights were distributed to stockholders of record as of August 11, 2011, but would only be activated if triggered by the NOL Rights Agreement.

Under the NOL Rights Agreement, preferred share purchase rights will work to impose significant dilution upon any person or group which acquires beneficial ownership of 4.9% or more of the outstanding common stock, without the approval of the Company's Board of Directors, from and after August 1, 2011.  Stockholders that own 4.9% or more of the outstanding common stock as of the opening of business on August 1, 2011, will not trigger the preferred share purchase rights so long as they do not (i) acquire additional shares of common stock representing one one-thousandth of one percent (0.001%) or more of the shares of common stock then outstanding or (ii) fall under 4.9% ownership of common stock and then re-acquire shares that in the aggregate equal 4.9% or more of the common stock.

The NOL Rights Agreement has a three-year term, although the Company's Board of Directors will review the plan periodically.

Comprehensive Loss
   
Three Months Ended
 September 30,
  
Nine Months Ended
 September 30,
 
(in millions)
 
2011
  
2010
  
2011
  
2010
 
              
Net loss
 $(222) $(43) $(647) $(92)
Realized and unrealized loss from hedging activity, net of tax and reclassifications
  (8)  (3)  (7)  (5)
Currency translation adjustments
  (7)  39   11   55 
Pension and other postretirement benefit plan obligation activity, net of tax
  1   (3)  52   (154)
Total comprehensive loss, net of tax
 $(236) $(10) $(591) $(196)