CAPITAL STOCK AND EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2024

NOTE 15. 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. Beginning in the fourth quarter of 2023, we increased the quarterly dividend paid on our common stock from $0.07 per share to $0.08 per share.

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. On January 23, 2024, the Company’s Board of Directors increased the number of shares authorized under the share repurchase program by an additional 11 million shares, with 8 million remaining authorized under the share repurchase program as of December 31, 2024. 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 years ended December 31, 2024, 2023, and 2022, respectively, the Company purchased 12 million, 4 million, and 7 million shares of its common stock at an average share price of $73.93 and $68.20, and $63.25. Our common stock repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act. Any excise tax incurred is recorded as part of the cost basis of the shares acquired within Common stock repurchases in the consolidated statement of equity. The payment of the excise tax is recorded within Repurchase of common shares in the consolidated statement of cash flows.

Net Earnings Per Share

Basic net earnings per share (“EPS”) is calculated by dividing net earnings 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 conversion of 0.875% Convertible Notes and associated issuance of shares under the if-converted method, while outstanding in 2022, and 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, 2024, 2023, and 2022, the anti-dilutive options to purchase shares excluded from the diluted EPS calculation were 1.2 million shares, 0.5 million shares, and 7.3 million shares, respectively.

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,
	2024		2023		2022
Numerator
Net earnings	$	832.9	$	865.8	$	755.2


Add-back: Convertible note interest add-back (“if-converted” method)	—		—		1.8
Diluted Net earnings	$	832.9	$	865.8	$	757.0

Denominator
Weighted average common shares outstanding used in basic earnings per share	349.2		352.5		356.4
Incremental common shares from:
Assumed exercise of dilutive options and vesting of dilutive Stock Awards	3.6		3.1		2.8
Conversion of convertible notes (if converted method)	—		—		1.6
Weighted average common shares outstanding used in diluted earnings per share	352.8		355.6		360.8

Net earnings per common share - Basic	$	2.39	$	2.46	$	2.12
Net earnings per common share - Diluted	$	2.36	$	2.43	$	2.10