EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2025

Basic earnings (losses) per share (EPS) is based only on the weighted average number of common shares outstanding, excluding any dilutive effects of unvested restricted stock awards, or other dilutive securities. Diluted EPS is based on (i) the weighted average number of common and potentially dilutive common shares (unvested restricted stock awards outstanding during the year), pursuant to the Treasury Stock method, and (ii) the potential conversion of the Convertible Notes, pursuant to the If-converted method.

The following table sets forth the computation of basic and diluted EPS attributable to common stockholders for the periods presented:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(Millions, except per share amounts)
Numerator
Income from continuing operations	$	139	$	133	$	280	$	269
Loss from discontinued operations, net of income taxes (1)	—		—		(4)		(1)
Net income	$	139	$	133	$	276	$	268

Denominator
Weighted average common stock outstanding – basic	46.7		49.6		47.8		49.6
Weighted average effect of dilutive securities
Add: net effect of dilutive unvested restricted stock awards (2)	0.5		0.4		0.6		0.2
Add: dilutive effect of Convertible Notes (3)(4)	—		0.2		—		0.1
Weighted average common stock outstanding – diluted	47.2		50.2		48.4		49.9

Basic EPS
Income from continuing operations	$	2.96	$	2.69	$	5.86	$	5.42
Income (loss) from discontinued operations	$	0.01	$	—	$	(0.08)	$	(0.02)
Net income per share	$	2.97	$	2.69	$	5.78	$	5.40

Diluted EPS
Income from continuing operations	$	2.93	$	2.65	$	5.79	$	5.38
Income (loss) from discontinued operations	$	0.01	$	0.01	$	(0.08)	$	(0.02)
Net income per share	$	2.94	$	2.66	$	5.71	$	5.36

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(1)Includes amounts that related to the previously disclosed discontinued operations associated with the spinoff of our former LoyaltyOne segment in 2021 and the sale of our former Epsilon segment in 2019. For additional information, refer to Note 1, “Description of Business, Basis of Presentation and Summary of Significant Accounting Policies” to the unaudited Consolidated

Financial Statements.

(2)As the effect would have been anti-dilutive, for the three months ended June 30, 2025 and 2024, approximately 0.8 million and 0.2 million, respectively, and for the six months ended June 30, 2025 and 2024 approximately 0.8 million and 1.1 million, respectively, restricted stock awards were excluded from each calculation of weighted average dilutive common shares.

(3)Holders of the Convertible Notes may convert their notes under certain conditions until March 15, 2028, and on or after such date without condition. Upon any such conversion, we will repay the aggregate principal amount of the Convertible Notes in cash, and pay or deliver, as the case may be, cash, shares of our common stock or a combination of both (at our election), in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Convertible Notes. At our option, we may redeem for cash, all or a portion of the Convertible Notes on or after June 21, 2026, and before the 51st scheduled trading day before the maturity date, but only if the closing price of our common stock reaches specified targets as defined in the indenture governing the Convertible Notes. We may also, from time to time, retire or purchase all or a portion of the outstanding Convertible Notes through cash purchases or exchanges for other securities, in open market purchases, tender offers, privately negotiated transactions or otherwise.

The conversion feature of the Convertible Notes has a dilutive impact on EPS when the average market price of our common stock for the period exceeds the conversion price of $38.43 per share. For the three and six months ended June 30, 2025, and for the three months ended June 30, 2024 the average market price exceeded the conversion price and the dilutive effect is therefore included in the table above. With the three months ended June 30, 2024 being the first period in which the average market price of our common stock exceeded the conversion price, a weighted average of the quarterly results from the Dilutive effect of Convertible Notes is computed, and has been reflected in the table above for the three and six months ended June 30, 2024.

(4)In connection with the issuance of the Convertible Notes, we entered into privately negotiated capped call transactions (the Capped Calls) with certain financial institution counterparties. These transactions are expected generally to reduce potential dilution to our common stock upon any conversion of Convertible Notes and/or offset certain cash payments we may be required to make in excess of the principal amount of the Convertible Notes upon conversion, redemption or repurchase thereof, with such reduction and/or offset subject to a cap of $61.48 per share. Diluted weighted average common stock does not include the impact of the Capped Calls we entered into concurrently with the issuance of the Convertible Notes, as the effect would have been anti-dilutive. If shares were delivered to us under the Capped Calls, those shares would offset, up to the cap, the dilutive effect of the shares that we would issue upon conversion of the Convertible Notes.