CAPITAL STOCK AND EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2022

NOTE 18. CAPITAL STOCK AND EARNINGS PER SHARE

Common Stock

Under our amended and restated certificate of incorporation, as of July 1, 2016, our authorized capital stock consists of 2.0 billion common shares with a par value of $0.01 per share and 15 million preferred shares with a par value of $0.01 per share.

Each share of our common stock entitles the holder to one vote on all matters to be voted upon by common stockholders. Our Board is authorized to issue shares of preferred stock in one or more series and has discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences, of each series of preferred stock. The Board’s authority to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock, could potentially discourage attempts by third parties to obtain control of the Company through certain types of takeover practices.

We declared and paid cash dividends per common share during the periods presented as follows:


	Dividend Per Common Share		Amount ($ in millions)
2022:
First quarter	$	0.07	$	25.1
Second quarter	0.07		24.9
Third quarter	0.07		24.8
Fourth quarter	0.07		24.7
Total	$	0.28	$	99.5

2021:
First quarter	$	0.07	$	23.7
Second quarter	0.07		23.7
Third quarter	0.07		25.2
Fourth quarter	0.07		25.1
Total	$	0.28	$	97.7

The sum of the components of total dividends paid may not equal the total amount due to rounding.

Aggregate cash payments for the dividends paid to shareholders are recorded as dividends to shareholders in our Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows.

Share Repurchase Program

On February 17, 2022, the Company's Board of Directors approved a share repurchase program authorizing the Company to repurchase up to 20 million shares of the Company's outstanding common stock from time to time on the open market or in privately negotiated transactions. There is no expiration date for the repurchase program, and the timing and amount of repurchases under the program are determined by the Company's management based on market conditions and other factors. The repurchase program may be suspended or discontinued at any time by the Board of Directors. During the year ended December 31, 2022, the Company purchased 7 million shares of its common stock at an average share price of $63.25. As of December 31, 2022, there were 13 million shares remaining for repurchase under the program.

Subsequent Events

On January 24, 2023 we declared a regular quarterly cash dividend of $0.07 per share payable on March 31, 2023 to common stockholders of record on February 24, 2023.

Mandatory Convertible Preferred Stock

On June 29, 2018, we issued 1,380,000 shares of 5.0% Mandatory Convertible Preferred Stock, Series A (“MCPS”) with a par value of $0.01 per share and liquidation preference of $1,000 per share, which included the exercise of an over-allotment option in full to purchase 180,000 shares. We received net $1.34 billion in proceeds from the issuance of the MCPS, excluding $43 million of issuance costs. We used the net proceeds from the issuance of MCPS to fund our acquisition activities and for general corporate purposes, including repayment of debt, working capital, and capital expenditures.

On July 1, 2021, all outstanding shares of our 5.0% Mandatory Convertible Preferred Stock (“MCPS”) converted at a rate of 14.0978 common shares per share of preferred stock into an aggregate of approximately 19.4 million shares (net of fractional shares) of the Company’s common stock, pursuant to the terms of the Certificate of Designation governing the Series A Preferred Stock. Fortive issued cash in lieu of fractional shares of common stock in the conversion. These payments were recorded as a reduction to additional paid-in capital. The final dividend of $12.50 per share, or $17.2 million in the aggregate, was paid on July 1, 2021. The impact of the MCPS calculated under the if-converted method was anti-dilutive for the periods in 2021 prior to conversion.

We declared and paid cash dividends on our MCPS during the periods presented as follows:


	Dividend Per Preferred Share		Amount ($ in millions)







2021:
First quarter	$	12.50	$	17.3
Second quarter	12.50		17.2
Third quarter	—		—
Fourth quarter	—		—
Total	$	25.00	$	34.5

Net Earnings Per Share

Basic net earnings per share (“EPS”) is calculated by dividing net earnings attributable to common stockholders by the weighted average number of shares of common stock outstanding for the applicable period. Diluted EPS is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans under the treasury stock method, except where the inclusion of such shares would have an anti-dilutive impact.

For the years ended December 31, 2022, 2021, and 2020, the anti-dilutive options to purchase shares excluded from the diluted EPS calculation were 7.3 million shares, 0.3 million shares, and 4.9 million shares, respectively. The impact of our MCPS calculated under the if-converted method was dilutive for the year ended December 31, 2020, and therefore the 19.9 million shares were included in the calculation of diluted EPS.

As described in Note 11, upon conversion of the Convertible Notes, holders were entitled to receive cash, shares of our common stock, or a combination thereof, at our election. As described in Note 2, prior to our adoption of ASU 2020-06 on January 1, 2022, we accounted for the conversion feature under the treasury stock method in our calculation of EPS since we intended and had the ability to settle such conversions through cash up to the principal amount of the Convertible Notes and, if applicable, through shares of our common stock for conversion value, if any, in excess of the principal amount of the Convertible Notes. Because the fair value of our common stock was below the conversion price, the Convertible Notes had no impact on our earnings per share for the year ended December 31, 2021. Upon adopting ASU 2020-06 on January 1, 2022, we accounted for the Convertible Notes under the if-converted method in our calculation of diluted EPS, as required under the new guidance.

Information related to the calculation of net earnings per share of common stock is summarized as follows ($ and shares in millions, except per share amounts):


	Year Ended December 31,
	2022		2021		2020
Numerator
Net earnings from continuing operations	$	755.2	$	614.2	$	1,452.2
Mandatory convertible preferred stock cumulative dividends	—		(34.5)		(69.0)
Net earnings attributable to common stockholders from continuing operations used in basic earnings per share	$	755.2	$	579.7	$	1,383.2
Add-back: Mandatory convertible preferred stock cumulative dividends (“if-converted” method)	—		—		69.0
Add-back: Convertible note interest add-back (“if-converted” method)	1.8		—		—
Net earnings attributable to common stockholders from continuing operations and assumed conversions used in diluted earnings per share	$	757.0	$	579.7	$	1,452.2

Denominator
Weighted average common shares outstanding used in basic earnings per share	356.4		349.0		337.4
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive Stock Awards	2.8		3.3		1.7
Conversion of convertible notes (if converted method)	1.6		—		—
Assumed conversion of outstanding mandatory convertible preferred stock	—		—		19.9
Weighted average common shares outstanding used in diluted earnings per share	360.8		352.3		359.0

Net earnings from continuing operations per common share - Basic	$	2.12	$	1.66	$	4.10
Net earnings from continuing operations per common share - Diluted	$	2.10	$	1.65	$	4.05