Earnings (Loss) Per Common Share

The Company applies the two-class method of computing basic and diluted earnings per share. On May 20, 2013 the Company's Board of Directors authorized the payment of a regular quarterly dividend. During the three and six months ended June 28, 2013 the Company declared and paid a quarterly cash dividend of $0.18 per share, or approximately $8.9 million in total, to the holders of the Company’s common stock or holders of unvested share-based payment awards (restricted stock). All outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends are considered participating securities in undistributed earnings along with common shareholders. The Company’s unvested restricted shares contain rights to receive non-forfeitable dividends and are participating securities.

A reconciliation of the numerator and denominator of earnings (loss) per common share-basic to earnings (loss) per common share-assuming dilution is as follows (in millions, except per share data):



	Three Fiscal Months Ended				Six Fiscal Months Ended
(in millions, except per share data)	June 28, 2013		June 29, 2012		June 28, 2013			June 29, 2012
Earnings (loss) per common share – basic:
Net income (loss) attributable to Company common shareholders	$	8.2	$	17.7	$	(37.6	)	$	42.6
Less: Net income allocated to participating securities ⁽⁴⁾	—		—		—			—
Net income (loss) for basic EPS computations⁽¹⁾	8.2		17.7		(37.6		)	42.6
Weighted average shares outstanding for basic EPS computation ⁽²⁾	49.5		49.8		49.6			49.8
Earnings (loss) per common share – basic ⁽³⁾	$	0.17	$	0.36	$	(0.76	)	$	0.86
Earnings (loss) per common share – assuming dilution:
Net income (loss) attributable to Company common shareholders	$	8.2	$	17.7	$	(37.6	)	$	42.6
Add: preferred stock dividends, if applicable	0.1		0.1		—			0.2
Net income (loss) for diluted EPS computation ⁽¹⁾	$	8.3	$	17.8	$	(37.6	)	$	42.8
Weighted average shares outstanding including nonvested shares	49.5		49.8		49.6			49.8
Dilutive effect of stock options and restricted stock units	1.2		0.9		—			0.9
Dilutive effect of assumed conversion of preferred stock	0.3		0.4		—			0.4
Weighted average shares outstanding for diluted EPS computation ⁽²⁾	51.0		51.1		49.6			51.1
Earnings (loss) per common share – assuming dilution	$	0.16	$	0.35	$	(0.76	)	$	0.84


(1)	Numerator


(2)	Denominator


(3)	Under the two-class method, earnings (loss) per share – basic reflects undistributed earnings per share for both common stock and unvested share-based payment awards (restricted stock).


(4)	Outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends are considered participating securities in undistributed earnings in the calculation above; however, the effect rounded to $0.0 million in the three and six months ended June 28, 2013

On May 20, 2013 the Company's Board of Directors authorized the extension of the Company’s existing $125 million, one-year share repurchase program originally adopted on October 29, 2012, through the end of 2013. Stock purchases under this program may be made through the open market and privately negotiated transactions at times and in such amounts as deemed appropriate by a special committee appointed by the Board. Under the current stock repurchase program the Company purchased $19.0 million, or 579,038 common shares at an average price of $32.76 per share, during the three and six months ended June 28, 2013. The Company made no share repurchases in the three and six months ended June 29, 2012 under its prior stock repurchase program that was effective from October 28, 2011 through October 28, 2012.

Under ASC 260 - Earnings per Share and ASC 470 - Debt and because of the Company’s obligation to settle the par value of the 0.875% Convertible Notes and the Subordinated Convertible Notes in cash, the Company is not required to include any shares underlying the 0.875% Convertible Notes and Subordinated Convertible Notes in its weighted average shares outstanding – assuming dilution until the average stock price per share for the quarter exceeds the $50.36 and $36.75 conversion price of the 0.875% Convertible Notes and the Subordinated Convertible Notes, respectively, and only to the extent of the additional shares that the Company may be required to issue in the event that the Company’s conversion obligation exceeds the principal amount of the 0.875% Convertible Notes and the Subordinated Convertible Notes.

Regarding the 0.875% Convertible Notes, the average stock price threshold conditions had not been met as of June 28, 2013. At any such time in the future that threshold conditions are met, only the number of shares issuable under the “treasury” method of accounting for the share dilution would be included in the Company’s earnings per share – assuming dilution calculation, which is based upon the amount by which the average stock price exceeds the conversion price. In addition, shares underlying the warrants will be included in the weighted average shares outstanding – assuming dilution when the average stock price per share for a quarter exceeds the $76.00 strike price of the warrants, and shares underlying the note hedges, will not be included in the weighted average shares outstanding – assuming dilution because the impact of the shares will always be anti-dilutive.

The following table provides examples of how changes in the Company’s stock price would require the inclusion of additional shares in the denominator of the weighted average shares outstanding – assuming dilution calculation for the 0.875% Convertible Notes. The table also reflects the impact on the number of shares that the Company would expect to issue upon concurrent settlement of the 0.875% Convertible Notes and the note hedges and warrants.



Share Price	Shares Underlying 0.875% Convertible Notes	Warrant Shares	Total Treasury Method Incremental Shares ⁽¹⁾	Shares Due to the Company under Note Hedges		Incremental Shares Issued by the Company upon Conversion ⁽²⁾
$50.36	—	—	—	—		—
$60.36	1,167,502	—	1,167,502	(1,167,502	)	—
$70.36	2,003,400	—	2,003,400	(2,003,400	)	—
$80.36	2,631,259	382,618	3,013,877	(2,631,259	)	382,618
$90.36	3,120,150	1,120,363	4,240,513	(3,120,150	)	1,120,363
$100.36	3,511,614	1,711,088	5,222,702	(3,511,614	)	1,711,088


(1)	Represents the number of incremental shares that must be included in the calculation of fully diluted shares under GAAP.


(2)	Represents the number of incremental shares to be issued by the Company upon conversion of the 0.875% Convertible Notes, assuming concurrent settlement of the note hedges and warrants.

Regarding the Subordinated Convertible Notes, the average stock price threshold conditions had not been met as of June 28, 2013. At any such time in the future that threshold conditions are met, only the number of shares issuable under the “treasury” method of accounting for the share dilution would be included in the Company’s earnings per share – assuming dilution calculation, which is based upon the amount by which the average stock price exceeds the conversion price.



Share Price	Shares Underlying Subordinated Convertible Notes	Total Treasury Method Incremental Shares ⁽¹⁾
$36.75	—	—
$38.75	603,152	603,152
$40.75	1,147,099	1,147,099
$42.75	1,640,151	1,640,151
$44.75	2,089,131	2,089,131


(1)	Represents the number of incremental shares that must be included in the calculation of fully diluted shares under GAAP.