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CONSTELLATION ENERGY GROUP INC

Earnings Per Share

Basic earnings per common share (EPS) is computed by dividing net income (loss) attributable to common stock by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Our dilutive common stock equivalent shares consist of stock options and other stock-based compensation awards. The following table presents stock options that were not dilutive and were excluded from the computation of diluted EPS in each period, as well as the dilutive common stock equivalent shares:

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008

	(In millions)
Non-dilutive stock options		4.7		2.6		5.2		1.5
Dilutive common stock equivalent shares		1.2		1.1		0.8		1.7

As a result of the Company incurring a loss for the three months ended September 30, 2008, dilutive common stock equivalent shares were not included in calculating diluted EPS.

We issued to MidAmerican 19,897,322 shares of Constellation Energy's common stock upon the conversion of the Series A Preferred Stock, which occurred upon the termination of the merger agreement with MidAmerican on December 17, 2008. We discuss the conversion feature of the Series A Preferred Stock in more detail in Note 9 of our 2008 Annual Report on Form 10-K. These additional shares impacted our earnings per share for the quarter and nine months ended September 30, 2009.

DISH Network CORP

3. Basic and Diluted Income (Loss) Per Share

We present both basic earnings per share (“EPS”) and diluted EPS. Basic EPS excludes dilution and is computed by dividing “Net income (loss) attributable to DISH Network common shareholders” by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock awards were exercised and convertible securities were converted to common stock.

The potential dilution from our subordinated notes convertible into common stock was computed using the “if converted method.” The potential dilution from stock awards was computed using the treasury stock method based on the average market value of our Class A common stock. The following table presents earnings per share amounts for all periods and the basic and diluted weighted-average shares outstanding used in the calculation.


	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2009		2008		2009		2008
	(In thousands, except per share amounts)
Basic net income (loss) attributable to DISH Network common shareholders	$	80,562	$	91,895	$	456,666	$	686,363
Interest on dilutive subordinated convertible notes, net of related tax effect		—		1,537		351		6,494

Diluted net income (loss) attributable to DISH Network common shareholders	$	80,562	$	93,432	$	457,017	$	692,857


Weighted-average common shares outstanding — Class A and B common stock:
Basic		446,823		449,425		446,816		449,318
Dilutive impact of stock awards outstanding		608		2,318		1,015		2,941
Dilutive impact of subordinated notes convertible into common shares		—		8,299		482		8,781

Diluted		447,431		460,042		448,313		461,040


Earnings per share — Class A and B common stock:
Basic net income (loss) per share attributable to DISH Network common shareholders	$	0.18	$	0.20	$	1.02	$	1.53

Diluted net income (loss) per share attributable to DISH Network common shareholders	$	0.18	$	0.20	$	1.02	$	1.50


Shares of Class A common stock issuable upon conversion of:
3% Convertible Subordinated Note due 2010 (repaid during third quarter 2008)		—		8,299		—		8,299
3% Convertible Subordinated Note due 2011 (repaid in October 2009)		482		482		482		482

As of September 30, 2009 and 2008, there were stock awards to purchase 9.1 million shares and 3.4 million shares, respectively, of Class A common stock outstanding not included in the above denominator as their effect is antidilutive. In addition, during the three months ended September 30, 2009, the convertible note is not included in the diluted EPS calculation as its conversion would be antidilutive.

Vesting of options and rights to acquire shares of our Class A common stock (“Restricted performance units”) granted pursuant to our long-term, performance-based stock incentive plans is contingent upon meeting certain long-term goals which have not yet been achieved. As a consequence, the following are also not included in the diluted EPS calculation:


	As of September 30,
	2009		2008
	(In thousands)
Performance-based options		9,633		9,548
Restricted performance units		585		571

Total		10,218		10,119

GENWORTH FINANCIAL INC

(3) Earnings (Loss) Per Share

Basic and diluted earnings (loss) per share are calculated by dividing each income category presented below by the weighted-average basic and diluted shares outstanding for the periods indicated:


	Three months ended September 30,					Nine months ended September 30,
(Amounts in millions, except per share amounts)	2009		2008 ⁽²⁾			2009 ⁽¹⁾			2008 ⁽²⁾
Net income (loss)	$	45	$	(258	)	$	(474	)	$	(251	)
Less: net income attributable to noncontrolling interests		26		—			26			—

Net income (loss) available to Genworth Financial, Inc.’s common stockholders	$	19	$	(258	)	$	(500	)	$	(251	)

Net income (loss) available to Genworth Financial, Inc.’s common stockholders per common share:
Basic	$	0.04	$	(0.60	)	$	(1.14	)	$	(0.58	)

Diluted	$	0.04	$	(0.60	)	$	(1.14	)	$	(0.58	)

Weighted-average shares used in basic earnings (loss) per common share calculations		448.9		433.1			438.5			433.2
Potentially dilutive securities:
Stock options, restricted stock units and stock appreciation rights		2.7		—			—			—

Weighted-average shares used in diluted earnings (loss) per common share calculations		451.6		433.1			438.5			433.2

⁽¹⁾

Under applicable accounting guidance, companies in a loss position are required to use basic weighted-average common shares outstanding in the calculation of diluted loss per share. Therefore, as a result of our net loss for the nine months ended September 30, 2009, the inclusion of 1.3 million of shares for stock options, restricted stock units and stock appreciation rights would have been antidilutive to the calculation. If we had not incurred a net loss for the nine months ended September 30, 2009, dilutive potential common shares would have been 439.8 million.

⁽²⁾

We were required under applicable accounting guidance to use basic weighted-average common shares outstanding in the calculation of the 2008 diluted loss per share as a result of our net loss for the three and nine months ended September 30, 2008. For the three and nine months ended September 30, 2008, the inclusion of 0.7 million and 1.3 million, respectively, of shares for stock options, restricted stock units and stock appreciation rights would have been antidilutive to the calculation. If we had not incurred a net loss for the three and nine months ended September 30, 2008, dilutive potential common shares would have been 433.8 million for the three months ended September 30, 2008 and 434.5 million for the nine months ended September 30, 2008.

In July 2009, we made an offer to eligible employees to exchange eligible stock options and stock appreciation rights (the “Eligible Options and SARs”) for a reduced number of stock options and stock appreciation rights (collectively, the “Replacement Awards”). Pursuant to the exchange offer, Eligible Options and SARs representing the right to acquire an aggregate of 8,721,962 shares of our Class A Common Stock were tendered and accepted by us in August 2009. On August 19, 2009, 1,455 employees participated in the exchange and we granted the Replacement Awards, consisting of an aggregate of 2,598,588 new stock options and 308,210 new stock appreciation rights, in exchange for the Eligible Options and SARs surrendered in the exchange offer. The exercise (or base) price of the Replacement Awards was $7.80, which was the closing price of our Class A Common Stock on August 19, 2009, as reported on the New York Stock Exchange. The Replacement Awards have the same term (or expiration date) as the Eligible Options and SARs for which they were exchanged, and will vest and become exercisable, subject to continued employment, over a three- or four-year period. Generally, unvested Replacement Awards will be forfeited if an eligible employee’s employment terminates for any reason other than retirement, business disposition, death, disability or layoff (in which cases a portion or all may become vested in accordance with the 2004 Genworth Financial, Inc. Omnibus Incentive Plan, as amended). There was no additional incremental compensation expense resulting from the exchange.

NORTHROP GRUMMAN CORP /DE/


7.	EARNINGS PER SHARE

Basic Earnings Per Share – Basic earnings per share from continuing operations are calculated by dividing earnings from continuing operations available to common shareholders by the weighted-average number of shares of common stock outstanding during each period.

Diluted Earnings Per Share – Diluted earnings per share include the dilutive effect of stock options and other stock awards granted to employees under stock-based compensation plans. The dilutive effect of these securities totaled 3.5 million shares and 4.1 million shares for the three and nine months ended September 30, 2009, respectively. The dilutive effect of these securities totaled 5.9 million shares and 7.4 million shares for the three and nine months ended September 30, 2008, respectively (including 1.5 million shares in the nine month period for the company’s mandatorily redeemable convertible preferred stock). For the nine months ended September 30, 2008, the diluted earnings per share calculation included $1 million of dividends added back to earnings and the weighted-average diluted shares outstanding included the company’s mandatorily redeemable convertible preferred stock (see Note 4).

The weighted-average diluted shares outstanding for the three and nine months ended September 30, 2009, exclude stock options to purchase approximately 8.2 million and 10.5 million shares, respectively, because such options have exercise prices in excess of the average market price of the company’s common stock during the period. The weighted-average diluted shares outstanding for the three and nine months ended September 30, 2008, exclude stock options to purchase approximately 2.1 million and 1.4 million shares, respectively.

Share Repurchases – The table below summarizes the company’s share repurchases beginning January 1, 2008:

Shares Repurchased

(in millions)

Total Shares

Nine Months Ended

Amount Authorized

Average Price Per

Retired

September 30

Authorization Date

(in millions)

2009

2008

December 19, 2007

2,500

61.38

36.1

14.7

21.2

Share repurchases take place at management’s discretion or under pre-established non-discretionary programs from time to time, depending on market conditions, in the open market, and in privately negotiated transactions. The company retires its common stock upon repurchase and has not made any purchases of common stock other than in connection with these publicly announced repurchase programs. As of the end of the third quarter 2009, the company has $282 million remaining under this authorization for share repurchases.

Vulcan Materials CO

3. Earnings Per Share (EPS)

We report two earnings per share numbers: basic and diluted. These are computed by dividing net earnings by the weighted-average common shares outstanding (basic EPS) or weighted-average common shares outstanding assuming dilution (diluted EPS) as set forth below (in thousands of shares):

	Three Months Ended September 30		Nine Months Ended September 30
	2009	2008	2009	2008
Weighted-average common shares outstanding	125,361	110,114	116,533	109,565
Dilutive effect of
Stock options	288	942	234	996
Other stock compensation plans	210	214	280	276
Weighted-average common shares outstanding, assuming dilution	125,859	111,270	117,047	110,837

All dilutive common stock equivalents are reflected in our earnings per share calculations. Antidilutive common stock equivalents are not included in our earnings per share calculations. The number of antidilutive common stock equivalents are as follows (in thousands of shares):

	Three Months Ended September 30		Nine Months Ended September 30
	2009	2008	2009	2008
Antidilutive common stock equivalents	3,747	974	3,753	2,131