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P&G 2009 Annual Report – AnnualReports.com - Procter & Gamble

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62 The <strong>Procter</strong> & <strong>Gamble</strong> Company Notes to Consolidated Financial Statements<br />

NOTE 6<br />

EARNINGS PER SHARE<br />

Net earnings less preferred dividends (net of related tax benefits) are<br />

divided by the weighted average number of <strong>com</strong>mon shares outstanding<br />

during the year to calculate basic net earnings per <strong>com</strong>mon<br />

share. Diluted net earnings per <strong>com</strong>mon share are calculated to give<br />

effect to stock options and other stock-based awards (see Note 7)<br />

and assume conversion of preferred stock (see Note 8).<br />

Net earnings and <strong>com</strong>mon shares used to calculate basic and diluted<br />

net earnings per share were as follows:<br />

Years ended June 30 <strong>2009</strong> 2008 2007<br />

NET EARNINGS FROM<br />

CONTINUING OPERATIONS<br />

Preferred dividends,<br />

$11,293 $11,798 $10,063<br />

net of tax benefit (192) (176) (161)<br />

NET EARNINGS FROM<br />

CONTINUING OPERATIONS<br />

AVAILABLE TO COMMON<br />

SHAREHOLDERS<br />

Preferred dividends,<br />

11,101 11,622 9,902<br />

net of tax benefit 192 176 161<br />

DILUTED NET EARNINGS FROM<br />

CONTINUING OPERATIONS<br />

Net earnings from discontinued<br />

11,293 11,798 10,063<br />

operations 2,143 277 277<br />

NET EARNINGS 13,436 12,075 10,340<br />

Shares in millions; Years ended June 30 <strong>2009</strong> 2008 2007<br />

Basic weighted average <strong>com</strong>mon<br />

shares outstanding 2,952.2 3,080.8 3,159.0<br />

Effect of dilutive securities<br />

Conversion of preferred<br />

shares (1) 139.2 144.2 149.6<br />

Exercise of stock options and<br />

other unvested equity<br />

awards (2) 62.7 91.8 90.0<br />

DILUTED WEIGHTED AVERAGE<br />

COMMON SHARES<br />

OUTSTANDING 3,154.1 3,316.8 3,398.6<br />

(1) Despite being included currently in diluted net earnings per <strong>com</strong>mon share, the actual<br />

conversion to <strong>com</strong>mon stock occurs pursuant to the repayment of the ESOPs’ obligations<br />

through 2035.<br />

(2) Approximately 92 million in <strong>2009</strong>, 40 million in 2008 and 41 million in 2007 of the<br />

Company’s outstanding stock options were not included in the diluted net earnings per<br />

share calculation because the options were out of the money or to do so would have been<br />

antidilutive (i.e., the total proceeds upon exercise would have exceeded the market value of<br />

the underlying <strong>com</strong>mon shares).<br />

Amounts in millions of dollars except per share amounts or as otherwise specified.<br />

NOTE 7<br />

STOCK-BASED COMPENSATION<br />

We have stock-based <strong>com</strong>pensation plans under which we annually<br />

grant stock option and restricted stock awards to key managers and<br />

directors. Exercise prices on options granted have been and continue<br />

to be set equal to the market price of the underlying shares on the<br />

date of the grant. The key manager stock option awards granted<br />

since September 2002 are vested after three years and have a 10-year<br />

life. The key manager stock option awards granted from July 1998<br />

through August 2002 vested after three years and have a 15-year life.<br />

Key managers can elect to receive up to 50% of the value of their<br />

option award in restricted stock units (RSUs). Key manager RSUs are<br />

vested and settled in shares of <strong>com</strong>mon stock five years from the<br />

grant date. The awards provided to the Company’s directors are in the<br />

form of restricted stock and RSUs. In addition to our key manager and<br />

director grants, we make other minor stock option and RSU grants to<br />

employees for which the terms are not substantially different.<br />

A total of 229 million shares of <strong>com</strong>mon stock were authorized for<br />

issuance under stock-based <strong>com</strong>pensation plans approved by shareholders<br />

in 2001 and 2003, of which 12 million remain available for<br />

grant. An additional 20 million shares of <strong>com</strong>mon stock available for<br />

issuance under a plan approved by Gillette shareholders in 2004<br />

were assumed by the Company in conjunction with the acquisition<br />

of Gillette. A total of 10 million of these shares remain available for<br />

grant under this plan.<br />

Total stock-based <strong>com</strong>pensation expense for stock option grants was<br />

$460, $522 and $612 for <strong>2009</strong>, 2008 and 2007, respectively. The<br />

total in<strong>com</strong>e tax benefit recognized in the in<strong>com</strong>e statement for these<br />

stock-based <strong>com</strong>pensation arrangements was $126, $141 and $163<br />

for <strong>2009</strong>, 2008 and 2007, respectively. Total <strong>com</strong>pensation cost for<br />

restricted stock, RSUs and other stock-based grants, was $56, $33 and<br />

$56 in <strong>2009</strong>, 2008 and 2007, respectively.<br />

In calculating the <strong>com</strong>pensation expense for stock options granted,<br />

we utilize a binomial lattice-based valuation model. Assumptions<br />

utilized in the model, which are evaluated and revised, as necessary,<br />

to reflect market conditions and experience, were as follows:<br />

Years ended June 30 <strong>2009</strong> 2008 2007<br />

Interest rate 0.7–3.8% 1.3–3.8% 4.3–4.8%<br />

Weighted average<br />

interest rate 3.6% 3.4% 4.5%<br />

Dividend yield 2.0% 1.9% 1.9%<br />

Expected volatility 18–34% 19–25% 16–20%<br />

Weighted average<br />

volatility 21% 20% 19%<br />

Expected life in years 8.7 8.3 8.7

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