3. Earnings Per Share

Basic earnings or loss per share attributable to PHH Corporation was computed by dividing Net income or loss attributable to PHH Corporation for the period by the weighted-average number of shares outstanding during the period. Diluted earnings or loss per share attributable to PHH Corporation was computed by dividing Net income or loss attributable to PHH Corporation for the period by the weighted-average number of shares outstanding during the period, assuming all potentially dilutive common shares were issued.

During 2014, the Company entered into two separate Accelerated Share Repurchase agreements to repurchase an aggregate of $200 million of its Common stock, resulting in a 6,962,695 reduction of shares. The final delivery of an additional 1,574,252 shares occurred in March 2015. In November 2015, the Company began making open market repurchases of its Common Stock, and has repurchased 4,841,267 shares through December 31, 2015. Share repurchases reduce the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings or loss per share as of each settlement date. See further discussion in Note 15, 'Stock-Related Matters'.

In June 2015, the Company completed an offer to exchange its Convertible notes due in 2017. The principal amount of the notes was settled in cash and the amount by which the conversion value exceeded the principal of the converted notes was settled in shares, resulting in the issuance of 10,075,653 shares. The shares were settled on June 18, 2015 and increased the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings or loss per share. See Note 10, 'Debt and Borrowing Arrangements' for further discussion.

The weighted-average computation of the dilutive effect of potentially issuable shares of Common stock under the treasury stock method excludes the effect of any contingently issuable securities where the contingency has not been met and the effect of securities that would be anti-dilutive. Anti-dilutive securities may include:


▪	outstanding stock-based compensation awards representing shares from restricted stock units and stock options; and


▪	stock assumed to be issued related to convertible notes.

The computation also excludes shares related to the issuance of the Convertible notes due 2014 and the related purchased options as they were required to be settled in cash, which matured and expired, respectively, on September 1, 2014. Shares associated with anti-dilutive securities are outlined in the table below.

The following table summarizes the calculations of basic and diluted earnings or loss per share attributable to PHH Corporation for the periods indicated:



	Year Ended December 31,
	2015			2014			2013
	(In millions, except share and per share data)
(Loss) income from continuing operations, net of tax	$	(131	)	$	(185	)	$	98
Less: net income attributable to noncontrolling interest	14			6			29
Net (loss) income from continuing operations attributable to PHH Corporation	(145		)	(191		)	69
Income from discontinued operations, net of tax	—			272			66
Net (loss) income attributable to PHH Corporation	$	(145	)	$	81		$	135

Weighted-average common shares outstanding — basic	55,201,713			55,001,300			57,357,339
Effect of potentially dilutive securities:
Share-based payment arrangements⁽¹⁾	—			—			230,584
Conversion of debt securities	—			—			8,271,597
Weighted-average common shares outstanding — diluted⁽²⁾	55,201,713			55,001,300			65,859,520

Basic (loss) earnings per share:
From continuing operations	$	(2.62	)	$	(3.47	)	$	1.21
From discontinued operations	—			4.94			1.15
Total attributable to PHH Corporation	$	(2.62	)	$	1.47		$	2.36

Diluted (loss) earnings per share:
From continuing operations	$	(2.62	)	$	(3.47	)	$	1.05
From discontinued operations	—			4.94			1.01
Total attributable to PHH Corporation	$	(2.62	)	$	1.47		$	2.06

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⁽¹⁾	Represents incremental shares from restricted stock units and stock options.


⁽²⁾	For the years ended December 31, 2015 and 2014, the Company had a net loss from continuing operations attributable to PHH Corporation and, as a result, there were no potentially dilutive securities included in the denominator for computing dilutive earnings per share.

The following table summarizes anti-dilutive securities excluded from the computation of dilutive shares:



	Year Ended December 31,
	2015	2014	2013
Outstanding stock-based compensation awards⁽¹⁾	1,386,775	1,584,373	732,186
Assumed conversion of debt securities	4,341,369	8,997,305	—

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⁽¹⁾	For the year ended December 31, 2015, excludes 429,144 shares that are contingently issuable for which the contingency has not been met.