Equity

3 Months Ended

Mar. 31, 2020

The Company has a single class of common stock in which stockholders are entitled to one vote for each share of common stock.

Issuance of Shares

During January 2020, the Company issued approximately 16 million shares of the Company’s common stock with a fair value of $114 million in connection with the Defenders Acquisition.

Dividends

During the three months ended March 31, 2020, the Company declared the following dividends on common stock:

During the three months ended March 31, 2020, the Company declared dividends of $27 million (or $0.035 per share). The amount of dividends settled in shares of common stock during that period was not material.

On May 7, 2020, the Company announced a dividend of $0.035 per share to common stockholders of record on June 18, 2020, which will be distributed on July 2, 2020.

Share Repurchase Program

In February 2019, the Company approved a share repurchase program (the “Repurchase Program”), which permitted the Company to repurchase up to $150 million of the Company’s shares of common stock through February 27, 2021. On March 23, 2020, the Company approved an increase of $75 million, inclusive of the amount then remaining under the Repurchase Program, in the authorized repurchase amount and an extension of the Repurchase Program through March 23, 2021.

The Company may effect these repurchases pursuant to one or more trading plans to be adopted in accordance with Rule 10b5-1 (each, a “10b5-1 plan”) under the Exchange Act, in privately negotiated transactions, in open market transactions, or pursuant to an accelerated share repurchase program. The Company intends to conduct the Share Repurchase Program in accordance with Rule 10b-18 under the Exchange Act.

During the three months ended March 31, 2020, there were no repurchases of any shares of common stock under the Repurchase Program and as of March 31, 2020, the Company had approximately $75 million remaining in the Repurchase Program.

During the three months ended March 31, 2019, the Company repurchased 3 million shares of common stock for approximately $22 million. All of the shares repurchased were treated as retirements and reduced the number of shares issued and outstanding. In addition, the Company recorded the excess of the purchase price over the par value per share as a reduction to additional paid-in capital.

Accumulated Other Comprehensive Loss

There were no material reclassifications out of AOCI during the three months ended March 31, 2020 and 2019.

Declared Date

Dividend per Share

Record Date

Payment Date

March 5, 2020

March 19, 2020

April 2, 2020