Capital Stock

9 Months Ended

Sep. 30, 2021

Common Stock

At September 30, 2021, we had 100 million shares of common stock authorized and 49.1 million shares issued and outstanding.

Dividends

We paid regular quarterly dividends on our common stock during the last two years. On September 24, 2021, the Board of Directors declared a regular quarterly dividend of 20 cents per share on our common stock, payable on December 1, 2021 to shareholders of record on November 8, 2021. 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, 2021, 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. 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 2021, 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 524,315 shares of our common stock for an average repurchase price of $95.36 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 shareholder's 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 2021 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 2021, the ASR purchase period was subsequently terminated early and we received and retired an additional 131,384 shares under the ASR, resulting in an overall repurchase price of $76.25 per share.

At September 30, 2021, $150 million remained available under the $250 million repurchase program. See Note 16 for additional details.

Shares Used to Calculate Earnings per Share


	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2021	2020	2021	2020

Weighted-average shares:
Basic(a)	49.8	50.4	49.9	50.6
Effect of dilutive stock awards and options	0.5	—	0.5	—
Diluted	50.3	50.4	50.4	50.6

Antidilutive stock awards and options excluded from denominator	0.2	1.5	0.2	1.5

(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, 2021, and 0.3 million in the three months and 0.3 million in the nine months ended September 30, 2020.