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Capital Stock & Accelerated Share Repurchase
12 Months Ended
Oct. 31, 2012
Capital Stock And Accelerated Share Repurchase Disclosure [Abstract]  
Capital Stock And Accelerated Share Repurchase [Text Block]

6. Capital Stock and Accelerated Share Repurchase

 

Changes in common stock for the years ended October 31, 2012, 2011 and 2010 are as follows.

In thousandsShares Amount
     
Balance, October 31, 2009 73,266 $ 471,569
Issued to participants in the Employee Stock Purchase Plan (ESPP) 35   899
Issued to the Dividend Reinvestment and Stock Purchase Plan (DRIP) 676   17,663
Issued to participants in the Incentive Compensation Plan (ICP) 106   2,804
Shares repurchased under Accelerated Share Repurchase (ASR) agreement (1,800)   (47,276)
Shares repurchased under rescission offer (1)   (19)
Balance, October 31, 2010 72,282   445,640
Issued to ESPP 30   870
Issued to DRIP 657   18,834
Issued to ICP 149   4,451
Shares repurchased under ASR agreement (800)   (23,004)
Balance, October 31, 2011 72,318   446,791
Issued to ESPP 30   894
Issued to DRIP 677   20,508
Issued to ICP 25   796
Shares repurchased under ASR agreement (800)   (26,528)
Balance, October 31, 2012 72,250 $ 442,461

In June 2004, the Board of Directors approved a Common Stock Open Market Purchase Program that authorized the repurchase of up to three million shares of currently outstanding shares of common stock. We implemented the program in September 2004. We utilize a broker to repurchase the shares on the open market, and such shares are cancelled and become authorized but unissued shares available for issuance under the ESPP, DRIP and ICP.

 

On December 16, 2005, the Board of Directors approved an increase in the number of shares in this program from three million to six million to reflect the two-for-one stock split in 2004. The Board also approved at that time an amendment of the Common Stock Open Market Purchase Program to provide for the repurchase of up to four million additional shares of common stock to maintain our debt-to-equity capitalization ratios at target levels. These combined actions increased the total authorized share repurchases from three million to ten million shares. The additional four million shares were referred to as our ASR program. On March 6, 2009, the Board of Directors authorized the repurchase of up to an additional four million shares under the Common Stock Open Market Purchase Program and the ASR program, which were consolidated.

 

On January 4, 2012, we entered into an ASR agreement where we purchased 800,000 shares of our common stock from an investment bank at the closing price that day of $33.77 per share. The settlement and retirement of those shares occurred on January 5, 2012. Total consideration paid to purchase the shares of $27 million was recorded in “Stockholders' equity” as a reduction in “Common stock” in the Consolidated Balance Sheets.

 

As part of the ASR, we simultaneously entered into a forward sale contract with the investment bank that was expected to mature in 52 trading days, or March 21, 2012. Under the terms of the forward sale contract, the investment bank was required to purchase, in the open market, 800,000 shares of our common stock during the term of the contract to fulfill its obligation related to the shares it borrowed from third parties and sold to us. At settlement, we, at our option, were required to either pay cash or issue shares of our common stock to the investment bank if the investment bank's weighted average purchase price, less a $.09 per share discount, was higher than the January 4, 2012 closing price. The investment bank was required to pay us either cash or shares of our common stock, at our option, if the investment bank's weighted average price, less a $.09 per share discount, for the shares purchased was lower than the initial purchase closing price. At settlement on February 28, 2012, we received $.5 million from the investment bank and recorded this amount in “Stockholders' equity” as an addition to “Common stock in the Consolidated Balance Sheets. The $.5 million was the difference between the investment bank's weighted average purchase price of $33.25 per share less a discount of $.09 per share for a settlement price of $33.16 per share and the initial purchase closing price of $33.77 per share multiplied by 800,000 shares. We had ASR transactions in 2011 and 2010 as presented in the table above with similar structures with the investment bank, which were accounted for in the same manner.

 

 

       As of October 31, 2012, our shares of common stock were reserved for issuance as follows.

In thousands     
      
ESPP 243    
DRIP 754*   
ICP 1,146    
Total 2,143    
      
* On November 13, 2012, 754,000 shares of common stock under our 2009 Registration Statement for the DRIP that remained unsold at the termination of the offering have been removed from registration. On the same day, a Registration Statement was filed registering 2,250,000 shares of our common stock for issuance under the DRIP.