Xerox 2011 Annual Report Download - page 100

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In connection with the acquisition of ACS in February 2010 (see
Note 3 – Acquisitions for additional information), we issued 489,802
thousand shares of common stock to holders of ACS Class A and
Class B common stock.
TreasuryStock
The following provides cumulative information relating to our share
repurchase programs from their inception in October 2005 through
December 31, 2011 (shares in thousands):
Authorized share repurchase programs $ 4,500
Share repurchase cost $ 3,641
Share repurchase fees $ 6
Number of shares repurchased 282,036
In January 2012, the Board of Directors authorized an additional $500
million in share repurchase, bringing the total authorization to $5 billion.
The following table reflects the changes in Common and Treasury stock
shares (shares in thousand):
Common Treasury
Stock Stock
Shares Shares
Balance at December 31, 2008 864,777 —
Stock-based compensation plans, net 4,604 —
Balance at December 31, 2009 869,381 —
Stock-based compensation plans, net 37,018 —
ACS acquisition(1) 489,802 —
Other 1,377 —
Balance at December 31, 2010 1,397,578 —
Stock-based compensation plans, net 11,027 —
Contributions to U.S. pension plan(2) 16,645 —
Acquisition of Treasury stock — 87,943
Cancellation of Treasury stock (72,435) (72,435)
Other 34 —
Balance at December 31, 2011
1,352,849 15,508
(1) Refer to Note 3 – Acquisitions for additional information.
(2) Refer to Note 14 – Employee Benefits Plans for additional information.
Note 17 – Preferred Stock
SeriesAConvertiblePreferredStock
In connection with the acquisition of ACS in February 2010 (see Note
3 – Acquisitions for additional information), we issued 300,000 shares
of Series A convertible perpetual preferred stock with an aggregate
liquidation preference of $300 and a fair value of $349 as of the
acquisition date to the holder of ACS Class B common stock. The
convertible preferred stock pays quarterly cash dividends at a rate of
8% per year and has a liquidation preference of $1,000 per share.
Each share of convertible preferred stock is convertible at any time, at
the option of the holder, into 89.8876 shares of common stock for a
total of 26,966 thousand shares (reflecting an initial conversion price
of approximately $11.125 per share of common stock which is a 25%
premium over $8.90, the average closing price of Xerox common stock
over the seven-trading day period ended on September 14, 2009 and
the number used for calculating the conversion price in the ACS merger
agreement), subject to customary anti-dilution adjustments. On or after
the fifth anniversary of the issue date, we have the right to cause, under
certain circumstances, any or all of the convertible preferred stock to be
converted into shares of common stock at the then applicable conversion
rate. The convertible preferred stock is also convertible, at the option of
the holder, upon a change in control, at the applicable conversion rate plus
an additional number of shares determined by reference to the price paid
for our common stock upon such change in control. In addition, upon the
occurrence of certain fundamental change events, including a change in
control or the delisting of Xerox’s common stock, the holder of convertible
preferred stock has the right to require us to redeem any or all of the
convertible preferred stock in cash at a redemption price per share equal
to the liquidation preference and any accrued and unpaid dividends to,
but not including, the redemption date. The convertible preferred stock
is classified as temporary equity (i.e., apart from permanent equity) as a
result of the contingent redemption feature.
Note 18 – Shareholders’ Equity
PreferredStock
As of December 31, 2011, we had one class of preferred stock outstanding.
See Note 17 – Preferred Stock for further information. We are authorized
to issue approximately 22 million shares of cumulative preferred stock,
$1.00 par value per share.
CommonStock
We have 1.75 billion authorized shares of common stock, $1.00 par value
per share. At December 31, 2011, 150 million shares were reserved for
issuance under our incentive compensation plans, 48 million shares were
reserved for debt to equity exchanges, 27 million shares were reserved
for conversion of the Series A convertible preferred stock and two million
shares were reserved for the conversion of convertible debt.
Notes to the Consolidated
Financial Statements
(in millions, except per-share data and where otherwise noted)