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| 1 | Activision Blizzard, Inc. |
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| 2 | ADOBE SYSTEMS INC |
NOTE 11. STOCKHOLDERS’ EQUITY
Stock Repurchase Program I
To facilitate our stock repurchase program, designed to return value to our stockholders and
minimize dilution from stock issuances, we repurchase shares in the open market and also enter into
structured repurchases with third-parties.
During the nine months ended August 28, 2009 and August 29, 2008, we entered into several
structured repurchase agreements with large financial institutions, whereupon we provided the
financial institutions with prepayments of $350.0 million and $325.0 million, respectively. We
entered into these agreements in order to take advantage of repurchasing shares at a guaranteed
discount to the Volume Weighted Average Price (“VWAP”) of our common stock over a specified period
of time. We only enter into such transactions when the discount that we receive is higher than the
foregone return on our cash prepayments to the financial institutions. There were no explicit
commissions or fees on these structured repurchases. Under the terms of the agreements, there is no
requirement for the financial institutions to return any portion of the prepayment to us.
The financial institutions agree to deliver shares to us at monthly intervals during the
contract term. The parameters used to calculate the number of shares deliverable are: the total
notional amount of the contract, the number of trading days in the contract, the number of trading
days in the interval and the average VWAP of our stock during the interval less the agreed upon
discount. During the nine months ended August 28, 2009, we repurchased approximately 9.9 million
shares at an average price of $25.31 through structured repurchase agreements, which included
prepayments from fiscal 2008 and 2009. During the nine months ended August 29, 2008, we repurchased
19.0 million shares at an average price of $37.12 through structured repurchase agreements, which
included prepayments from fiscal 2007. During the nine months ended August 29, 2008, we also
repurchased 0.75 million shares at an average price of $39.19 in open market transactions.
As of August 28, 2009 and November 28, 2008, prepayments were classified as treasury stock on
our Condensed Consolidated Balance Sheets at the payment date, though only shares physically
delivered to us by the financial statement date are excluded from the denominator in the
computation of earnings per share. As of August 28, 2009 and August 29, 2008, approximately $233.9
million and $41.0 million, respectively, of up-front payments remained under the agreements.
Stock Repurchase Program II
Under this stock repurchase program, we had authorization to repurchase 50.0 million shares of
our common stock. From the inception of the 50.0 million share authorization under this program, we
provided prepayments of $1.9 billion under structured share repurchase agreements to large
financial institutions. During the third quarter of fiscal 2008, the remaining authorized number of
shares were repurchased.
During the nine months ended August 29, 2008, we provided prepayments of $1.0 billion and
repurchased 31.9 million shares through structured share repurchase agreements at an average price
of $37.15. As of August 29, 2008, there were no up-front payments remaining under these agreements.
During the nine months ended August 29, 2008, we also repurchased 0.5 million shares at an average
price of $39.79 in open market transactions.
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| 3 | AGILENT TECHNOLOGIES INC | 17. STOCK REPURCHASE PROGRAM On November 14, 2007 the Audit and Finance Committee of the Board of Directors approved a share-repurchase program of up to $2 billion of Agilent’s common stock over a two year period. The following repurchases under this program are, based on settlement date:
All such shares and related costs are held as treasury stock and accounted for using the cost method. The remaining amount that is authorized under the plan is $843 million. On March 26, 2009, the company announced that it was suspending its stock repurchase program until the end of the 2009 fiscal year. |
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| 4 | ASSURANT INC, |
The following table shows the shares repurchased during the periods indicated:
On November 10, 2006, the Company’s Board of Directors authorized the Company to repurchase up to $600,000 of its outstanding common stock. During the nine months ended September 30, 2009, the Company repurchased 1,122,050 shares of the Company’s outstanding common stock at a cost of $31,949 and can repurchase up to $170,044 of additional outstanding common stock under the current authorization. |
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| 5 | BAXTER INTERNATIONAL INC |
Stock repurchases
As authorized by the board of directors, from time to time the company repurchases its stock
depending upon the company’s cash flows, net debt level and current market conditions. During the
three- and nine-month periods ended September 30, 2009, the company repurchased 1.8 million shares
and 18 million shares for $100 million and $966 million, respectively, under the board of
directors’ March 2008 $2.0 billion share repurchase authorization. In July 2009, the board of
directors authorized the repurchase of up to an additional $2.0 billion of the company’s common
stock. At September 30, 2009, $2.2 billion remained available under the March 2008 and July 2009
authorizations.
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| 6 | CITRIX SYSTEMS INC |
14. STOCK REPURCHASE PROGRAMS The Company’s Board of Directors authorized an ongoing stock repurchase program with a total repurchase authority granted to the Company of $2.1 billion. The Company may use the approved dollar authority to repurchase stock at any time until the approved amount is exhausted. The objective of the Company’s stock repurchase program is to improve stockholders’ returns. At September 30, 2009, approximately $236.9 million was available to repurchase common stock pursuant to the stock repurchase program. All shares repurchased are recorded as treasury stock. A portion of the funds used to repurchase stock over the course of the program was provided by proceeds from employee stock option exercises and the related tax benefit. The Company is authorized to make open market purchases of its common stock using general corporate funds. Additionally, from time to time, the Company has entered into structured stock repurchase arrangements with large financial institutions using general corporate funds in order to lower the average cost to acquire shares. These programs include terms that require the Company to make up-front payments to the counterparty financial institution and result in the receipt of stock during or at the end of the term of the agreement or the receipt of either stock or cash at the maturity of the agreement, depending on market conditions. During the three months ended September 30, 2009, the Company expended approximately $75.0 million on open market purchases, repurchasing 2,109,030 shares of outstanding common stock at an average price of $35.56. In addition, as of September 30, 2009, the Company did not have any prepaid notional amounts remaining under its structured stock repurchase programs and it did not make any up-front payments to financial institutions related to structured stock repurchase agreements. During the nine months ended September 30, 2009, the Company expended approximately $140.0 million on open market purchases, repurchasing 4,531,330 shares of outstanding common stock at an average price of $30.89. In addition, during the period, the Company did not make any up-front payments to financial institutions related to structured stock repurchase agreements. During the three months ended September 30, 2008, the Company took delivery of 639,899 shares at an average price of $29.13 per share from its structured repurchase agreements and it expended approximately $50.0 million on open market purchases, repurchasing 1,711,758 shares of outstanding common stock at an average price of $29.18. In addition, during the three months ended September 30, 2008 the Company made one up-front payment of $25.0 million to a certain financial institution related to a structured stock repurchase agreement. During the nine months ended September 30, 2008, the Company took delivery of 3,548,544 shares at an average price of $34.30 per share from its structured repurchase agreements and it expended approximately $166.2 million on open market purchases, repurchasing 5,133,091 shares of outstanding common stock at an average price of $32.38. In addition, during the nine months ended September 30, 2008 the Company made aggregate up-front payments of $58.9 million to certain financial institutions related to structured stock repurchase agreements. |
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| 7 | Covance Inc. |
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| 8 | HUDSON CITY BANCORP INC |
5. Stock Repurchase Programs
Under our previously announced stock repurchase programs, shares of Hudson City Bancorp common
stock may be purchased in the open market and through other privately negotiated transactions,
depending on market conditions. The repurchased shares are held as treasury stock, which may be
reissued for general corporate use. During the nine months ended September 30, 2009, we purchased
4.0 million shares of our
common stock at an aggregate cost of $43.5 million. As of September 30,
2009, there remained 50,123,550 shares that may be purchased under the existing stock repurchase
programs.
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| 9 | HUMANA INC | 10. STOCK REPURCHASE PLAN In the third quarter of 2008, the Board of Directors authorized the repurchase of up to $250 million of our common shares exclusive of shares repurchased in connection with employee stock plans. The shares may be purchased from time to time at prevailing prices in the open market, by block purchases, or in privately-negotiated transactions, subject to certain restrictions on volume, pricing and timing. During the nine months ended September 30, 2009, no shares were repurchased pursuant to the program and, accordingly, as of November 3, 2009, the remaining authorized amount totaled $250 million. The share repurchase program expires on December 31, 2009. In connection with employee stock plans, we acquired 0.2 million common shares for $8.3 million and 0.2 million common shares for $13.0 million during the nine months ended September 30, 2009 and 2008, respectively. |
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| 10 | LORILLARD, INC. |
12. Share Repurchase Program
On July 27, 2009, Lorillard, Inc. announced that its Board of Directors had approved an
additional share repurchase program authorizing the Company to repurchase in the aggregate up to
$750 million of its outstanding
common stock. Purchases by the Company under this program may be made from time to time at
prevailing market prices in open market purchases, privately negotiated transactions, block
purchases or otherwise, as determined by the Company’s management. The repurchases will be funded
from existing cash balances, including proceeds from the Company’s June 2009 issuance of the Notes
(see Note 7 for a description of the Notes).
This program does not obligate the Company to acquire any particular amount of common stock.
The timing, frequency and amount of repurchase activity will depend on a variety of factors such as
levels of cash generation from operations, cash requirements for investment in the Company’s
business, current stock price, market conditions and other factors. The share repurchase program
may be suspended, modified or discontinued at any time and has no set expiration date. During the
third quarter, the Company repurchased approximately 4.9 million shares of its common stock at an
average price of $72.12 per share, for a total of $356 million. This share repurchase program
follows on the prior authorizations by the Board on July 9, 2008 to repurchase in the aggregate up
to $400 million of its outstanding common stock, which was completed on October 10, 2008 and on May
21, 2009 to repurchase in the aggregate up to $250 million, which was completed on July 28, 2009.
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| 11 | MICROCHIP TECHNOLOGY INC |
During the three and six months ended September 30, 2009, the Company did not repurchase any of its shares of common stock. During the three and six months ended September 30, 2008, the Company purchased 3.3 million and 4.0 million shares of its common stock for a total of $100.3 million and $123.9 million, respectively. The timing and amount of future repurchases will depend upon market conditions, interest rates, and corporate considerations. As of September 30, 2009, the Company held approximately 35.2 million shares as treasury shares. |
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| 12 | Norfolk Southern Corporation | 4. Stockholders’ Equity
Common stock is reported net of shares held by consolidated subsidiaries of Norfolk Southern, which at September 30, 2009, and December 31, 2008, amounted to 20,473,569 and 20,579,088 shares, respectively, with a cost of $19 million for both periods. |
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| 13 | SUPERVALU INC |
NOTE 9 – TREASURY STOCK PURCHASE PROGRAM
On May 28, 2009, the Board of Directors of the Company adopted and announced a new annual share
repurchase program authorizing the Company to purchase up to $70 of the Company’s common stock.
Stock purchases will be made primarily from the cash generated from the settlement of stock
options. This annual authorization program replaced the previously existing share repurchase
program and continues through June 2010. The Company did not repurchase any shares during the
second quarter and year-to-date ended September 12, 2009. As of September 12, 2009, there remained
$70 available to repurchase the Company’s common stock.
The Company did not repurchase any shares during the second quarter and year-to-date ended
September 12, 2009 under previously existing share repurchase programs. During the second quarter
and year-to-date ended September 6, 2008, the Company purchased 0.6 shares and 0.8 shares,
respectively, under previously existing programs at an average cost of $25.88 and $26.92 per share,
respectively.
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| 14 | SYMANTEC CORP |
The following table summarizes our stock repurchases:
We have had stock repurchase programs in effect since fiscal 2001 and have repurchased shares on a quarterly basis since the fourth quarter of fiscal 2004. Our current program was authorized by our Board of Directors on June 14, 2007 to repurchase up to $2 billion of our common stock. This program does not have an expiration date, and as of October 2, 2009, $57 million remained authorized for future repurchases. As noted in Note 13, on October 28, 2009 we announced that our Board of Directors approved a new share repurchase program. |
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| 15 | Tim Hortons Inc. | NOTE 8 CAPITAL STOCK In November 2008, the Company’s Board of Directors approved a 2009 share repurchase program for up to $200 million, not to exceed the regulatory maximum of 9,077,438 shares, which was equivalent to 5% of the Company’s outstanding shares of common stock at the time of regulatory approval on February 25, 2009. The 2009 program commenced on March 2, 2009 and will end March 1, 2010 or sooner if the $200 million maximum or the 5% of outstanding share limit is reached, or, at the discretion of management or the Company’s Board of Directors, subject to the Company’s compliance with regulatory requirements. Purchases were approved to be made under the 2009 repurchase program at management’s discretion, subject to applicable regulatory requirements and market, cost and other considerations, as well as under automatic trading plan, or 10b5-1 provisions. The Company purchased approximately 0.6 million of common stock for a total cost of $16.7 million under this program in March 2009. Thereafter, the Company decided to defer further purchases under the 2009 share repurchase program until it could undertake a complete review of its capital allocation activities post-reorganization as a Canadian public company (see Note 14). In the year-to-date period ended September 28, 2008, the Company purchased approximately 4.5 million shares of common stock for a total cost of $149.8 million under the Company’s 2007-2008 repurchase program, which expired in October 2008. |
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| 16 | UNITEDHEALTH GROUP INC | 9. Share Repurchase Program Under its Board of Directors’ authorization, the Company maintains a share repurchase program (Repurchase Program). The objectives of the Repurchase Program are to optimize the Company’s capital structure and cost of capital thereby improving returns to shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time at prevailing prices in the open market. During the nine months ended September 30, 2009, the Company repurchased 66.4 million shares at an average price of approximately $24 per share and an aggregate cost of $1.6 billion. As of September 30, 2009, the Company had Board of Directors’ authorization to purchase up to an additional 36.5 million shares of its common stock.
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