Waste Management 2008 Annual Report Download - page 130
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Please find page 130 of the 2008 Waste Management annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.14. Capital Stock, Share Repurchases and Dividends
Capital stock
As of December 31, 2008, we have 490.7 million shares of common stock issued and outstanding. We have
1.5 billion shares of authorized common stock with a par value of $0.01 per common share. The Board of Directors
is authorized to issue preferred stock in series, and with respect to each series, to fix its designation, relative rights
(including voting, dividend, conversion, sinking fund, and redemption rights), preferences (including dividends and
liquidation) and limitations. We have ten million shares of authorized preferred stock, $0.01 par value, none of
which is currently outstanding.
Share repurchases
In 2004, our Board of Directors approved a capital allocation plan that allowed for up to $1.2 billion in annual
share repurchases, and dividend payments, for each of 2005, 2006 and 2007. In June 2006, our Board of Directors
approved up to $350 million of additional share repurchases for 2006; in March 2007, approved up to $600 million
of additional share repurchases for 2007; and in November 2007, approved up to $300 million of additional share
repurchases, which was not limited to any calendar year. As a result, the maximum amount of capital allocated to
our share repurchases and dividend payments in 2007 was $2.1 billion. All share repurchases in 2006 and 2007 were
made pursuant to these Board authorized capital allocation plans.
In December 2007, our Board of Directors approved a capital allocation program that included the autho-
rization for up to $1.4 billion in combined cash dividends and common stock repurchases in 2008. Approximately
$184 million of the November 2007 increased authorization of $300 million remained available for repurchases at
December 31, 2007. In July 2008, we suspended our share repurchases in connection with our proposal to acquire
all of the outstanding stock of Republic Services, Inc. When the proposal was withdrawn in October 2008, we
determined that, given the state of the financial markets, it would be prudent to suspend repurchases for the
foreseeable future. As a result, the share repurchases made during 2008 are significantly less than that which was
authorized.
In December 2008, our Board of Directors approved a capital allocation program for the authorization of up to
$1.3 billion in combined cash dividends, common stock repurchases, debt reduction and acquisitions.
The following is a summary of activity under our stock repurchase programs for each year presented:
2008 2007 2006
Years Ended December 31,
Shares repurchased (in thousands) ........... 12,390 39,946 30,965
Per share purchase price .................. $28.98-$38.44 $33.00-$40.13 $32.23-$38.49
Total repurchases (in millions) .............. $410 $1,421 $1,072
Our 2006 share repurchase activity included $291 million paid to repurchase our common stock through an
accelerated share repurchase transaction. The number of shares we repurchased under the accelerated repurchase
transaction was determined by dividing $275 million by the fair market value of our common stock on the
repurchase date. At the end of the valuation period, which was in February 2006, we were required to make a
settlement payment for the difference between the $275 million paid at the inception of the valuation period and the
weighted average daily market price of our common stock during the valuation period times the number of shares
we repurchased, or $16 million. We elected to make the required settlement payment in cash.
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WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)