Earnings Per Share | ( 6 ) EARN INGS PER SHARE Basic earnings per common share is computed by dividing net income (loss) attributable to common stock by the weighted average number of common shares outstanding during the reportable period. The diluted earnings per share calculation adds to the weighted average number of common shares outstanding: the incremental shares that would have been outstanding assuming the exercise of dilutive stock options, the vesting of unvested restricted shares of common stock , performance units, the assumed conversion of mandatory convertible preferred stock and the shares of common stock declared as a preferred stock dividend. An antidilutive impact is an increase in earnings per share or a reduction in net loss per share resulting from the conversion, exercise, or contingent issuance of certain securities. In July 2016, the Company completed an underwritten public offering of 98,900,000 shares of its common stock, with an offering price to the public of $13.00 per share. Net proceeds, after underwriting discount and offering expenses, from the common stock offering were approximately $1,247 million. The proceeds from the offering were used to repay $375 million of the $750 million term loan entered into in November 2015 and to settle certain tender offers by purchasing an aggregate principal amount of approximately $700 million of the Company’s outstanding senior notes due in the first quarter of 2018. The remaining proceeds of the offering will be used for general corporate purposes. In January 2015, the Company completed concurrent underwritten public offerings of 30,000,000 shares of its common stock and 34,500,000 depositary shares (both share counts include shares issued as a result of the underwriters exercising their options to purchase additional shares). The common stock offering was priced at $23.00 per share. Net proceeds, after underwriting discount and expenses, from the common stock offering were approximately $669 million. Net proceeds, after underwriting discount and expenses, from the depositary share offering were approximately $1.7 billion. Each depositary share represents a 1/20th interest in a share of the Company’s mandatory convertible preferred stock, with a liquidation preference of $1,000 per share (equivalent to a $50 liquidation preference per depositary share). The proceeds from the offerings were used to partially repay borrowings under the Company’s $4.5 billion 364 -day bridge facility with the remaining balance of the bridge facility fully repaid with proceeds from the Company’s January 2015 public offering of $2.2 billion in long-term senior notes. The mandatory convertible pref erred stock entitles the holder to a proportional fractional interest in the rights and preferences of the convertible preferred stock, including conversion, dividend, liquidation and voting rights. Unless converted earlier at the option of the holders, on or around January 15, 2018 each share of convertible preferred stock will automatically convert into between 37.0028 and 43.4782 shares of the Company’s common stock (and, correspondingly, each depositary share will convert into between 1.85014 and 2.17391 shares of the Company’s common stock), subject to customary anti-dilution adjustments, depending on the volume-weighted average price of the Company’s common stock over a 20 trading day averaging period immediately prior to that date. The total potential shares of common stock resulting from the conversion will range from 63,829,830 to 74,999,895 shares. The mandatory convertible preferred stock has the non-forfeitable right to participate on an as - converted basis at the conversion rate then in effect in any common stock dividends declared and as such, is considered a participating security. A ccordingly , it is included in the computation of basic and diluted earnings per share, pursuant to the two-class method. In the calculation of basic earnings per share attributable to common shareholders, participating securities are allocated earnings based on actual dividend distributions received plus a proportionate share of undistributed net income attributable to common shareholders, if any, after recognizing distributed earnings. The Company’s participating securities do not participate in undistributed net losses because they are not contractually obligated to do so. On September 21 , 2016 , the Company declared its quarterly dividend, payable to holders of the mandatory convertible preferred stock , and announced that it would pay the quarterly dividend in common stock, in lieu of cash, to the extent permitted by the certificate of designations for the Series B preferred stock. The Company issued 2,043,780 shares of common stock on October 17, 2016 in payment for the dividend. Dividends declared in the first and second quarters of 2016 were settled in common stock, while the dividend declared in December 2015 was paid in cash in January 2016. The following table presents the computation of earnings per share for the three and nine months ended September 30 , 201 6 and 201 5 : For the three months ended For the nine months ended September 30, September 30, 2016 2015 2016 2015 (in millions, except share/per share amounts) Net loss $ (708) $ (1,739) $ (2,433) $ (2,449) Mandatory convertible preferred stock dividend 27 27 81 79 Net loss attributable to common stock $ (735) $ (1,766) $ (2,514) $ (2,528) Number of common shares: Weighted average outstanding 482,485,150 382,098,080 417,222,661 379,909,748 Issued upon assumed exercise of outstanding stock options (1) – – – – Effect of issuance of non-vested restricted common stock (2) – – – – Effect of issuance of non-vested performance units (3) – – – – Effect of issuance of mandatory convertible preferred stock (4) – – – – Effect of declaration of preferred stock dividends (5) – – – – Weighted average and potential dilutive outstanding 482,485,150 382,098,080 417,222,661 379,909,748 Loss per common share: Basic $ (1.52) $ (4.62) $ (6.02) $ (6.65) Diluted $ (1.52) $ (4.62) $ (6.02) $ (6.65) (1) Due to the net loss for the three and nine months ended September 30 , 2016 and 2015 , the unvested stock options were not recognized in diluted earnings per share calculations as they would have had an antidilutive effect . Options for 3,409,596 shares and 3,714,095 shares were excluded from the calculation of diluted shares for the three and nine months ended September 30, 2016, respectively, because they would have had an antidilutive effect. Options for 3,796,778 shares and 3,778,140 shares were excluded from the calculation of diluted shares for the three and nine months ended September 30, 2015, respectively, because they would have had an antidilutive effect. (2) Due to the net loss for the three and nine months ended September 30, 2016 and 2015 , the unvested share-based payments were not recognized in diluted earnings per share calculations as they would have had an antidilutive effect. The calculation excluded 599,372 shares and 993,576 sh ares of restricted stock for the three and nine months ended September 30, 2016, respectively, because they would have had an antidilutive effect. The calculation excluded 1,469,380 shares and 1,472,379 shares of restricted stock for the three and nine months ended September 30, 2015, respectively, because they would have had an antidilutive effect . (3) Due to the net loss f or the three and nine months ended September 30 , 2016, 935,330 shares and 762,171 shares , respectively, of performance units were excluded from the calculation of diluted earnings per share as they would have had an antidilutive effect. Due to the net loss for the three and nine months ended September 30, 2015, the calculation excluded 89,802 shares and 135,836 shares , respectively, of performance units as they would have had an antidilutive effect. (4) Due to the net loss f or the three and nine months ended September 30 , 2016 , 74,999,895 of weighted average common shares issuable upon the assumed conversion of the mandatory convertible preferred stock were excluded from the diluted earnings per sh are calculation as they would have had an antidilutive effect. Due to the net loss for the three and nine months ended September 30, 2015, 74,999,895 and 69,505,397 of weighted average common shares issuable upon the assumed conversion of the mandatory convertible preferred stock were excluded from the diluted earnings per sh are calculation , respectively, as they would have had an antidilutive effect. (5) Due to the net loss for the three months ended September 30, 2016, the 2,043,780 shares of common stock declared as preferred stock dividends were excluded from the diluted earnings per share calculations as they would have had an antidilutive effect. |