Capital Stock

9 Months Ended

Sep. 30, 2020

Common Stock

At September 30, 2020, we had 100 million shares of common stock authorized and 49.4 million shares issued and outstanding.

Dividends

We paid regular quarterly dividends on our common stock during the last two years. On October 19, 2020, the Board declared a regular quarterly dividend of 15 cents per share payable on December 1, 2020. The payment of future dividends is at the discretion of the Board of Directors and is dependent on our future earnings, financial condition, shareholder equity levels, cash flow, business requirements and other factors.

Preferred Stock

At September 30, 2020, we had the authority to issue up to 2.0 million shares of preferred stock with a par value of $10 per share.

Share Repurchase Program

On February 6, 2020, our board of directors authorized a $250 million share repurchase program that expires on December 31, 2021. The authorization replaces our previous $200 million share repurchase program, authorized by the board of directors in May 2017, which expired December 31, 2019.

Under the $200 million repurchase program, we repurchased 1.3 million shares for approximately $94 million, or an average cost of $69.35 per share. There was approximately $106 million remaining available under the $200 million repurchase program when it expired.

Under the $250 million repurchase program, we are not obligated to repurchase any specific dollar amount or number of shares. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.

In August 2020, we entered into an accelerated share repurchase arrangement ("ASR") with a financial institution. In exchange for a $50 million up-front payment at the beginning of the purchase period, the financial institution delivered to us 849,978 shares of our common stock for an average repurchase price of $58.83 per share. The shares received were retired in the period they were delivered to us, and the up-front payment was accounted for as a reduction to shareholders' equity in the condensed consolidated balance sheet. For purposes of calculating earnings per share, we reported the ASR as a repurchase of our common stock in August 2020 and as a forward contract indexed to our common stock. The ASR met all of the applicable criteria for equity classification, and, as a result, was not accounted for as a derivative instrument. In September 2020, the ASR purchase period was subsequently terminated early and we received and retired an additional 246,676 shares under the ASR, resulting in an overall average repurchase price of $45.59 per share.

At September 30, 2020, $200 million remains available under the $250 million repurchase program.

Shares Used to Calculate Earnings per Share


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2020	2019	2020	2019

Weighted-average shares:
Basic(a)	50.4	50.3	50.6	50.2
Effect of dilutive stock awards and options	—	0.8	—	0.8
Diluted	50.4	51.1	50.6	51.0

Antidilutive stock awards and options excluded from denominator	1.5	0.1	1.5	0.1

(a)We have deferred compensation plans for directors and certain of our employees. Some amounts owed to participants are denominated in common stock units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average common stock units credited to employees and directors under the deferred compensation plans. Additionally, nonvested units containing only a service requirement are also included in the computation of basic weighted-average shares when the requisite service period has been completed. Accordingly, included in basic shares are 0.3 million in the three months and 0.3 million in the nine months ended September 30, 2020, and 0.3 million in the three months and 0.3 million in the nine months ended September 30, 2019.