Net Income (Loss) Attributable to Shareholders of Crawford & Company per Common Share

The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRD-A and CRD-B. For all three quarters of 2016 and 2015 the Board of Directors declared a higher dividend on CRD-A than on CRD-B.

The computations of basic net income (loss) attributable to shareholders of Crawford & Company per common share were as follows:



	Three months ended										Nine months ended
	September 30, 2016				September 30, 2015						September 30, 2016				September 30, 2015
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A			CRD-B			CRD-A		CRD-B		CRD-A			CRD-B
Earnings (loss) per share - basic:
Numerator:
Allocation of undistributed earnings (loss)	$	4,196	$	3,350	$	(2,360	)	$	(1,891	)	$	10,003	$	8,037	$	(2,198	)	$	(1,770	)
Dividends paid	2,166		1,234		2,160			1,234			6,459		3,703		6,447			3,704
Net income (loss) attributable to common shareholders, basic	$	6,362	$	4,584	$	(200	)	$	(657	)	$	16,462	$	11,740	$	4,249		$	1,934

Denominator:
Weighted-average common shares outstanding, basic	30,922		24,690		30,807			24,690			30,731		24,690		30,668			24,690
Earnings (loss) per share - basic	$	0.21	$	0.19	$	(0.01	)	$	(0.03	)	$	0.54	$	0.48	$	0.14		$	0.08

The computations of diluted net income (loss) attributable to shareholders of Crawford & Company per common share were as follows:



	Three months ended										Nine months ended
	September 30, 2016				September 30, 2015						September 30, 2016				September 30, 2015
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A			CRD-B			CRD-A		CRD-B		CRD-A			CRD-B
Earnings (loss) per share - diluted:
Numerator:
Allocation of undistributed earnings (loss)	$	4,240	$	3,306	$	(2,360	)	$	(1,891	)	$	10,071	$	7,969	$	(2,214	)	$	(1,754	)
Dividends paid	2,166		1,234		2,160			1,234			6,459		3,703		6,447			3,704
Net income (loss) attributable to common shareholders, diluted	$	6,406	$	4,540	$	(200	)	$	(657	)	$	16,530	$	11,672	$	4,233		$	1,950

Denominator:
Weighted-average common shares outstanding, basic	30,922		24,690		30,807			24,690			30,731		24,690		30,668			24,690
Weighted-average effect of dilutive securities	743		—		—			—			469		—		488			—
Weighted-average common shares outstanding, diluted	31,665		24,690		30,807			24,690			31,200		24,690		31,156			24,690
Earnings (loss) per share - diluted	$	0.20	$	0.18	$	(0.01	)	$	(0.03	)	$	0.53	$	0.47	$	0.14		$	0.08

Listed below are the shares excluded from the denominator in the above computation of diluted earnings (loss) per share for CRD-A because their inclusion would have been antidilutive:



	Three months ended		Nine months ended
(in thousands)	September 30, 2016	September 30, 2015	September 30, 2016	September 30, 2015
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period	50	15	70	32
Performance stock grants excluded because performance conditions have not been met ⁽¹⁾	895	1,819	895	1,969

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Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating earnings per share until the performance measurements have been achieved. The performance measurements for approximately 529,000 outstanding performance stock grants as of September 30, 2016 are expected to be achieved by December 31, 2016.

The following table details shares issued during the three months and nine months ended September 30, 2016 and September 30, 2015. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods.



	Three months ended		Nine months ended
(in thousands)	September 30, 2016	September 30, 2015	September 30, 2016	September 30, 2015
CRD-A issued under non-employee director stock plan	2	4	121	59
CRD-A issued under the Employee Stock Purchase Plan	119	107	119	107
CRD-A issued under the U.K. ShareSave Scheme	10	5	151	101
CRD-A issued under the International Employee Stock Purchase Plan	7	7	7	7
CRD-A issued under the Executive Stock Bonus Plan	13	20	17	94

The Company's share repurchase authorization, approved in August 2014, provides the Company with the ability to repurchase up to 2,000,000 shares of CRD-A or CRD-B (or both) through July 2017 (the "2014 Repurchase Authorization"). Under the 2014 Repurchase Authorization, repurchases may be made in open market or privately negotiated transactions at such times and for such prices as management deems appropriate, subject to applicable contractual and regulatory restrictions.

During the three months and nine months ended September 30, 2016, the Company did not repurchase any shares. During the three months and nine months ended September 30, 2015, the Company repurchased 500,000 and 517,700 shares of CRD-A, respectively, at an average cost of $6.62 and $6.66 per share, respectively. The Company did not repurchase any shares of CRD-B during any of these periods.