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Stockholders' Equity
12 Months Ended
Oct. 31, 2013
Stockholders' Equity [Abstract]  
Stockholders' Equity [Text Block]

6. Stockholders' Equity

 

Capital Stock

 

Changes in common stock for the years ended October 31, 2013, 2012 and 2011 are as follows.

In thousandsShares Amount
     
Balance, October 31, 2010 72,282 $ 445,640
Issued to participants in the Employee Stock Purchase Plan (ESPP) 30   870
Issued to the Dividend Reinvestment and Stock Purchase Plan (DRIP) 657   18,834
Issued to participants in the Incentive Compensation Plan (ICP) 149   4,451
Shares repurchased under Accelerated Share Repurchase (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
Issued to ESPP 33   1,056
Issued to DRIP 720   22,791
Issued to ICP 96   3,065
Issuance of common stock through public share offering, net of underwriting fees 3,000   92,640
Costs from issuance of common stock -   (369)
Balance, October 31, 2013 76,099 $ 561,644

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 29, 2013, we entered into an underwriting agreement under our open combined debt and equity shelf registration statement to sell up to 4.6 million shares of our common stock as follows.

 

  • Direct shares – 3 million shares were issued by us and delivered directly to the underwriters with settlement on February 4, 2013. We received $92.6 million from the underwriters and recorded this amount in “Stockholders' equity” as an addition to “Common stock” in the Consolidated Balance Sheets. The shares were purchased by the underwriters at the net price of $30.88 per share, the offering price to the public of $32 per share per the prospectus less an underwriting discount of $1.12 per share. The net proceeds from this sale of our common stock were used to repay outstanding short-term, unsecured notes under our CP program.

     

  • Forward shares – 1 million shares were borrowed by a forward counterparty and sold to the underwriters for resale to the public on February 4, 2013. Under this initial forward sale agreement (FSA) that we executed with the forward counterparty on January 29, 2013, we agreed to sell 1 million shares to the forward counterparty at the same price as the direct shares to be settled no later than mid December 2013. Under the terms of this FSA, at our election, we may physically settle in shares, cash or net share settle for all or a portion of our obligation under the agreement.

  • Additional shares – Up to .6 million shares were subject to a 30-day option by the underwriters to purchase these additional shares at the same price as the direct shares and would be, at our option, either issued at the time of purchase and delivered directly to the underwriters or borrowed and delivered to the underwriters by the forward counterparty. On February 19, 2013, the underwriters exercised their option to purchase the full additional .6 million shares of our common stock at the net price described above of $30.88 per share with settlement on February 22, 2013. We elected to place the .6 million shares under an additional FSA having substantially similar terms as the original FSA, including settlement options at our election as described above. In connection with the additional FSA, the .6 million shares were borrowed from third parties and sold to the underwriters by the forward counterparty.

 

On December 16, 2013, we physically settled the FSAs by issuing 1.6 million shares of our common stock to the forward counterparty and received net proceeds of $47.3 million based on the net settlement price of $30.88 per share, the original offering price, less certain adjustments. Upon settlement, we used the net proceeds from these FSA transactions to finance capital expenditures, repay outstanding short-term, unsecured notes under our CP program and for general corporate purposes.

 

In accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity, we have classified the FSAs as equity transactions because the forward sale transactions are indexed to our own stock and physical settlement is within our control. As a result of this classification, no amounts were recorded in the consolidated financial statements until settlement of each FSA.

 

Upon physical settlement of the FSAs, delivery of our shares resulted in dilution to our EPS at the date of the settlement. In quarters prior to the settlement date, any dilutive effect of the FSAs on our EPS occurred during periods when the average market price per share of our common stock was above the per share adjusted forward sale price described above. See Note 3 to the consolidated financial statements for the dilutive effect of the FSAs on our EPS at October 31, 2013 with the inclusion of incremental shares in our average shares of dilutive stock as calculated under the treasury stock method.

 

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 an ASR transaction in 2011 as presented in the table above with a similar structure with the investment bank, which were accounted for in the same manner.

 

       As of October 31, 2013, our shares of common stock were reserved for issuance as follows.

In thousands 
  
ESPP 210
DRIP 1,538
ICP 1,050
Total 2,798

Other Comprehensive Income (Loss)

 

OCIL is a part of our accumulated OCIL and is comprised of hedging activities from our equity method investments. For further information on these hedging activities by our equity method investments, see Note 12 to the consolidated financial statements. Changes in each component of accumulated OCIL are presented below for the years ended October 31, 2013 and 2012.

Changes in Accumulated OCIL (1)
In thousands   
    
Balance, October 31, 2011 $ (452)
    
OCIL before reclassifications, net of tax   (826)
Amounts reclassified from accumulated OCIL, net of tax   973
Total current period activity, net of tax   147
    
Balance, October 31, 2012   (305)
    
OCIL before reclassifications, net of tax   (109)
Amounts reclassified from accumulated OCIL, net of tax   130
Total current period activity, net of tax   21
    
Balance, October 31, 2013 $ (284)
    
(1) Amounts in parentheses indicate debits to accumulated OCIL.   

A reconciliation of the effect on certain line items of net income on amounts reclassified out of each component of accumulated OCIL is presented below for the years ended October 31, 2013 and 2012.

 Reclassifications Out of  
 Accumulated OCIL (1)  
 Years Ended  
 October 31,  Affected Line Items on Statement of
In thousands2013 2012 Comprehensive Income
Hedging activities of equity method investments$(215) $(1,594) Income from equity method investments
Income tax expense 85  621 Income taxes
Total reclassification for the period, net of tax$(130) $(973)  
        
(1) Amounts in parentheses indicate credits to accumulated OCIL.