Equity | 12 Months Ended |
Dec. 31, 2014 |
Equity | |
Equity | NOTE 11 - Equity |
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Preferred stock: |
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The Company has authorized 25 million shares of $0.01 par value preferred stock, none of which were issued or outstanding at December 31, 2014 and 2013. |
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Treasury stock: |
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On December 12, 2014, the Board of Directors authorized a new stock repurchase program permitting the Company to purchase up to 5 million of its outstanding common shares from January 1, 2015 through December 12, 2019. The Company’s previously authorized stock repurchase program permitting the purchase of up to 4 million shares has been almost fully utilized with 176 thousand shares available to be repurchased at December 31, 2014. The parameters of the Company’s stock repurchase program are not established solely with reference to the dilutive impact of shares issued under the Company’s stock incentive plan. However, the Company expects that, over time, share repurchases will offset the dilutive impact of shares issued under the stock incentive plan. |
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As part of the previous stock repurchase program, the Company entered into an accelerated share repurchase agreement (“ASR”) on July 30, 2014 with an investment bank under which the Company repurchased $300 million of its common stock. The Company paid the $300 million on August 1, 2014 and received an initial delivery of shares from the investment bank of 3,152,502 shares, representing approximately 80 percent of the shares anticipated to be repurchased based on current market prices at that time. The ASR was initially accounted for as an initial stock purchase transaction and a forward stock purchase contract. The initial delivery of shares resulted in an immediate reduction in the number of shares used to calculate the weighted average common shares outstanding for basic and diluted net earnings per share from the effective date of the ASR. On December 29, 2014, the ASR was completed and the Company received 671,823 additional shares of its common stock bringing the total amount of repurchases to 3,824,325 shares, based upon the volume-weighted average price of $78.45 per share over the term of the share repurchase agreement. The ASR was funded through a combination of cash on hand and utilization of the Revolving Credit Agreement. |
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In 2013, the Company repurchased 3,385,000 common shares in open market transactions at a cost of approximately $227 million. In 2012, the Company repurchased 300,000 common shares in open market transactions at a cost of approximately $15 million. |
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The Company also reacquired 8,738, 21,629 and 44,674 shares of its common stock during 2014, 2013 and 2012, respectively, by both repurchasing shares from employees under the stock incentive plan and through the cancellation of forfeited restricted stock. The Company repurchased shares from employees at average purchase prices of $61.05, $44.55 and $58.59, or fair value at the date of purchase, during 2014, 2013 and 2012, respectively. All of the acquired shares are held as common stock in treasury, less shares issued to employees under the stock incentive plan. |
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Set forth below is a reconciliation of common stock share activity for the years ended December 31, 2012, 2013 and 2014: |
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(Shares of common stock, in thousands) | | Issued | | Held in Treasury | | Outstanding | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2011 | | 76,822 | | 939 | | 75,883 | | | | | | | | | | | | | | | | | | | |
Issuance of restricted stock units as compensation | | — | | (6 | ) | 6 | | | | | | | | | | | | | | | | | | | |
Issuance under incentive and other plans | | — | | (142 | ) | 142 | | | | | | | | | | | | | | | | | | | |
Stock options exercised | | 320 | | (1,026 | ) | 1,346 | | | | | | | | | | | | | | | | | | | |
Purchase/acquisition of treasury stock | | — | | 345 | | (345 | ) | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2012 | | 77,142 | | 110 | | 77,032 | | | | | | | | | | | | | | | | | | | |
Issuance of restricted stock units as compensation | | 6 | | (3 | ) | 9 | | | | | | | | | | | | | | | | | | | |
Issuance under incentive and other plans | | 130 | | (43 | ) | 173 | | | | | | | | | | | | | | | | | | | |
Stock options exercised | | 395 | | (110 | ) | 505 | | | | | | | | | | | | | | | | | | | |
Purchase/acquisition of treasury stock | | — | | 3,407 | | (3,407 | ) | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2013 | | 77,673 | | 3,361 | | 74,312 | | | | | | | | | | | | | | | | | | | |
Issuance of restricted stock units as compensation | | 89 | | (24 | ) | 113 | | | | | | | | | | | | | | | | | | | |
Issuance under incentive and other plans | | 49 | | (63 | ) | 112 | | | | | | | | | | | | | | | | | | | |
Stock options exercised | | — | | (618 | ) | 618 | | | | | | | | | | | | | | | | | | | |
Purchase/acquisition of treasury stock | | — | | 3,833 | | (3,833 | ) | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2014 | | 77,811 | | 6,489 | | 71,322 | | | | | | | | | | | | | | | | | | | |
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Share-based payments: |
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The following table summarizes the components of the Company’s share-based compensation expense for the last three years: |
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(in millions) | | 2014 | | 2013 | | 2012 | | | | | | | | | | | | | | | | |
Stock options: | | | | | | | | | | | | | | | | | | | | | | |
Pre-tax compensation expense | | $ | 7 | | $ | 6 | | $ | 7 | | | | | | | | | | | | | | | | |
Income tax (benefit) | | (3 | ) | (2 | ) | (3 | ) | | | | | | | | | | | | | | | |
Stock option expense, net of income taxes | | 4 | | 4 | | 4 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
RSUs and RSAs: | | | | | | | | | | | | | | | | | | | | | | |
Pre-tax compensation expense | | 8 | | 7 | | 6 | | | | | | | | | | | | | | | | |
Income tax (benefit) | | (3 | ) | (3 | ) | (2 | ) | | | | | | | | | | | | | | | |
RSU and RSA compensation expense, net of income taxes | | 5 | | 4 | | 4 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Performance shares and other share-based awards: | | | | | | | | | | | | | | | | | | | | | | |
Pre-tax compensation expense | | 4 | | 4 | | 5 | | | | | | | | | | | | | | | | |
Income tax (benefit) | | (1 | ) | (1 | ) | (2 | ) | | | | | | | | | | | | | | | |
Performance shares and other share-based | | | | | | | | | | | | | | | | | | | | | | |
compensation expense, net of income taxes | | 3 | | 3 | | 3 | | | | | | | | | | | | | | | | |
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Total share-based compensation: | | | | | | | | | | | | | | | | | | | | | | |
Pre-tax compensation expense | | 19 | | 17 | | 18 | | | | | | | | | | | | | | | | |
Income tax (benefit) | | (7 | ) | (6 | ) | (7 | ) | | | | | | | | | | | | | | | |
Total share-based compensation expense, net of | | | | | | | | | | | | | | | | | | | | | | |
income taxes | | $ | 12 | | $ | 11 | | $ | 11 | | | | | | | | | | | | | | | | |
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The Company has a stock incentive plan (“SIP”) administered by the compensation committee of its Board of Directors that provides for the granting of stock options, restricted stock, restricted stock units and other share-based awards to certain key employees. A maximum of 8 million shares were originally authorized for awards under the SIP. As of December 31, 2014, 6.0 million shares were available for future grants under the SIP. Shares covered by awards that expire, terminate or lapse will again be available for the grant of awards under the SIP. |
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The Company grants nonqualified options to purchase shares of the Company’s common stock. The stock options have a ten-year life and are exercisable upon vesting, which occurs evenly over a three-year period at the anniversary dates of the date of grant. Compensation expense is recognized on a straight-line basis for awards. As of December 31, 2014, certain of these nonqualified options have been forfeited due to the termination of employees. |
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The fair value of stock option awards was estimated at the grant dates using the Black-Scholes option-pricing model with the following assumptions: |
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| | 2014 | | 2013 | | 2012 | | | | | | | | | | | | | | | | | | | |
Expected life (in years) | | 5.5 | | 5.8 | | 5.8 | | | | | | | | | | | | | | | | | | | |
Risk-free interest rate | | 1.6 | % | 1.1 | % | 1.1 | % | | | | | | | | | | | | | | | | | | |
Expected volatility | | 30.3 | % | 32.6 | % | 33.3 | % | | | | | | | | | | | | | | | | | | |
Expected dividend yield | | 2.8 | % | 1.6 | % | 1.2 | % | | | | | | | | | | | | | | | | | | |
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The expected life of options represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns. The risk-free interest rate is based on the US Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. Expected volatility is based on historical volatilities of the Company’s common stock. Dividend yields are based on historical dividend payments. The weighted average fair value of options granted during 2014, 2013 and 2012 was estimated to be $12.99, $17.87 and $16.16, respectively. |
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A summary of stock option transactions for the last three years follows: |
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(shares in thousands) | | Stock Option | | Stock Option | | Weighted | | | | | | | | | | | | | | | | | | |
Shares | Price Range | Average | | | | | | | | | | | | | | | | | |
| | per Share | | | | | | | | | | | | | | | | | |
| | Exercise Price | | | | | | | | | | | | | | | | | |
| | for Stock | | | | | | | | | | | | | | | | | |
| | Options | | | | | | | | | | | | | | | | | |
Outstanding at December 31, 2011 | | 4,030 | | $14.33 to 52.64 | | $ | 30.29 | | | | | | | | | | | | | | | | | | |
Granted | | 460 | | 55.95 to 57.33 | | 55.96 | | | | | | | | | | | | | | | | | | |
Exercised | | (1,409 | ) | 14.33 to 47.95 | | 26.8 | | | | | | | | | | | | | | | | | | |
Cancelled | | (49 | ) | 25.58 to 55.95 | | 39.29 | | | | | | | | | | | | | | | | | | |
Outstanding at December 31, 2012 | | 3,032 | | 16.92 to 57.33 | | 35.66 | | | | | | | | | | | | | | | | | | |
Granted | | 416 | | 66.07 to 66.26 | | 66.07 | | | | | | | | | | | | | | | | | | |
Exercised | | (511 | ) | 16.92 to 57.33 | | 28.74 | | | | | | | | | | | | | | | | | | |
Cancelled | | (88 | ) | 47.95 to 66.07 | | 54.37 | | | | | | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | | 2,849 | | 24.70 to 66.26 | | 40.77 | | | | | | | | | | | | | | | | | | |
Granted | | 715 | | 59.58 to 69.14 | | 59.65 | | | | | | | | | | | | | | | | | | |
Exercised | | (618 | ) | 24.70 to 66.07 | | 33.25 | | | | | | | | | | | | | | | | | | |
Cancelled | | (57 | ) | 24.70 to 66.07 | | 51.54 | | | | | | | | | | | | | | | | | | |
Outstanding at December 31, 2014 | | 2,889 | | 25.83 to 69.14 | | 46.84 | | | | | | | | | | | | | | | | | | |
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The intrinsic values of stock options exercised during 2014, 2013 and 2012 were approximately $26 million, $20 million and $46 million, respectively. For the years ended December 31, 2014, 2013 and 2012, cash received from the exercise of stock options was $20 million, $14 million and $34 million, respectively. The excess income tax benefit realized from share-based compensation was $6 million, $5 million and $11 million in 2014, 2013 and 2012, respectively. As of December 31, 2014, the unrecognized compensation cost related to non-vested stock options totaled $9 million, which is expected to be amortized over the weighted-average period of approximately 1.8 years. |
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The following table summarizes information about stock options outstanding at December 31, 2014: |
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(options in thousands) |
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Range of Exercise Prices | | Options | | Weighted Average Exercise | | Average Remaining | | Options | | Weighted Average | | | | | | | | | | | | | |
Outstanding | Price per Share | Contractual Life (Years) | Exercisable | Exercise Price | | | | | | | | | | | | |
| | | | Per Share | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
$24.70 to 27.30 | | 334 | | $ | 25.68 | | 2.89 | | 334 | | $ | 25.68 | | | | | | | | | | | | | |
$27.31 to 29.90 | | 369 | | 29.06 | | 5.07 | | 369 | | 29.06 | | | | | | | | | | | | | |
$32.51 to 35.10 | | 472 | | 34.06 | | 2.79 | | 472 | | 34.07 | | | | | | | | | | | | | |
$45.51 to 53.30 | | 281 | | 47.95 | | 6.11 | | 281 | | 47.95 | | | | | | | | | | | | | |
$55.91 to 58.50 | | 369 | | 55.95 | | 7.11 | | 253 | | 55.95 | | | | | | | | | | | | | |
$58.51 to 61.10 | | 695 | | 59.58 | | 9.10 | | — | | — | | | | | | | | | | | | | |
$63.71 to 66.26 | | 364 | | 66.07 | | 8.10 | | 131 | | 66.07 | | | | | | | | | | | | | |
$68.91 to 71.50 | | 5 | | 69.14 | | 9.34 | | — | | — | | | | | | | | | | | | | |
| | 2,889 | | $ | 46.84 | | 6.17 | | 1,840 | | $ | 38.95 | | | | | | | | | | | | | |
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Stock options outstanding at December 31, 2014 had an aggregate intrinsic value of approximately $110 million and an average remaining contractual life of 6.2 years. Stock options exercisable at December 31, 2014 had an aggregate intrinsic value of approximately $85 million and an average remaining contractual life of 4.7 years. Stock options outstanding at December 31, 2013 had an aggregate intrinsic value of approximately $79 million and an average remaining contractual life of 5.8 years. Stock options exercisable at December 31, 2013 had an aggregate intrinsic value of approximately $72 million and an average remaining contractual life of 4.8 years. |
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In addition to stock options, the Company awards shares of restricted common stock (“restricted shares”) and restricted stock units (“restricted units”) to certain key employees. The restricted shares and restricted units issued under the plan are subject to cliff vesting, generally after three to five years provided the employee remains in the service of the Company. Expense is recognized on a straight-line basis over the vesting period taking into account an estimated forfeiture rate. The fair value of the restricted stock and restricted units is determined based upon the number of shares granted and the quoted market price of the Company’s common stock at the date of the grant. |
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The following table summarizes restricted share and restricted unit activity for the last three years: |
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(shares in thousands) | | Number of | | Weighted | | Number of | | Weighted | | | | | | | | | | | | | | | |
Restricted | Average | Restricted | Average | | | | | | | | | | | | | | |
Shares | Fair Value | Units | Fair Value | | | | | | | | | | | | | | |
| per Share | | per Share | | | | | | | | | | | | | | |
Non-vested at December 31, 2011 | | 136 | | $ | 30.69 | | 235 | | $ | 44.24 | | | | | | | | | | | | | | | |
Granted | | — | | — | | 174 | | 55.69 | | | | | | | | | | | | | | | |
Vested | | (37 | ) | 33.73 | | (9 | ) | 37.57 | | | | | | | | | | | | | | | |
Cancelled | | (4 | ) | 25.58 | | (15 | ) | 44.95 | | | | | | | | | | | | | | | |
Non-vested at December 31, 2012 | | 95 | | $ | 29.69 | | 385 | | $ | 49.77 | | | | | | | | | | | | | | | |
Granted | | — | | — | | 144 | | 66.27 | | | | | | | | | | | | | | | |
Vested | | (33 | ) | 34.02 | | (17 | ) | 46.82 | | | | | | | | | | | | | | | |
Cancelled | | (14 | ) | 31.25 | | (43 | ) | 54.93 | | | | | | | | | | | | | | | |
Non-vested at December 31, 2013 | | 48 | | $ | 26.25 | | 469 | | $ | 54.47 | | | | | | | | | | | | | | | |
Granted | | — | | — | | 161 | | 61.5 | | | | | | | | | | | | | | | |
Vested | | (31 | ) | 25.35 | | (168 | ) | 48.16 | | | | | | | | | | | | | | | |
Cancelled | | (1 | ) | 28.75 | | (28 | ) | 53.27 | | | | | | | | | | | | | | | |
Non-vested at December 31, 2014 | | 16 | | $ | 27.94 | | 434 | | $ | 59.61 | | | | | | | | | | | | | | | |
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The total fair value of restricted units that vested in 2014, 2013 and 2012 was $8 million, $1 million and $0.3 million, respectively. Restricted shares with a total fair value of $1 million vested in each of 2014, 2013 and 2012. |
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At December 31, 2014, the total remaining unrecognized compensation cost related to restricted units was $11 million which will be amortized on a weighted-average basis over approximately 1.9 years. Unrecognized compensation cost related to restricted shares was insignificant at December 31, 2014. Recognized compensation cost related to unvested restricted share and restricted stock unit awards is included in share-based payments subject to redemption in the Consolidated Balance Sheets and totaled $16 million and $17 million at December 31, 2014 and 2013, respectively. |
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Other share-based awards under the SIP: |
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Under the compensation agreement with the Board of Directors at least 50 percent of a director’s compensation is awarded in shares of common stock or restricted units based on each director’s election to receive his or her compensation or a portion thereof in the form of restricted units. These restricted units vest immediately, but cannot be transferred until a date not less than six months after the director’s termination of service from the board at which time the restricted units will be settled by delivering shares of common stock. The compensation expense relating to this plan included in the Consolidated Statements of Income did not exceed $1 million in 2014, 2013 or 2012. At December 31, 2014, there were approximately 183,000 restricted units outstanding under this plan at a carrying value of approximately $7 million. |
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The Company has a long-term incentive plan for officers in the form of performance shares. The ultimate payments for performance shares awarded in 2012, 2013 and 2014 to be paid in 2015, 2016 and 2017 will be based solely on the Company’s stock performance as compared to the stock performance of a peer group. Compensation expense is based on the fair value of the performance shares at the grant date, established using a Monte Carlo simulation model. The total compensation expense for these awards is amortized over a three-year service period. As of December 31, 2014, the unrecognized compensation cost relating to these plans was $3 million, which will be amortized over the remaining requisite service periods of 1 to 2 years. Recognized compensation cost related to these unvested awards is included in share-based payments subject to redemption in the Consolidated Balance Sheets and totaled $6 million and $7 million at December 31, 2014 and 2013, respectively. |
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Accumulated Other Comprehensive Loss: |
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A summary of accumulated other comprehensive income (loss) for the years ended December 31, 2012, 2013 and 2014 is presented below: |
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(in millions) | | Cumulative | | Deferred | | Pension/ | | Unrealized | | Accumulated | | | | | | | | | | |
Translation | Gain/(Loss) | Postretirement | Gain | Other | | | | | | | | | |
Adjustment | on Hedging | Adjustment | (Loss) | Comprehensive | | | | | | | | | |
| Activities | | on | Loss | | | | | | | | | |
| | | Investment | | | | | | | | | | |
Balance, December 31, 2011 | | $ | (306 | ) | $ | (35 | ) | $ | (70 | ) | $ | (2 | ) | $ | (413 | ) | | | | | | | | | |
Gains on cash-flow hedges, net of income tax effect of $25 | | | | 43 | | | | | | 43 | | | | | | | | | | |
Amount of gains on cash-flow hedges reclassified to earnings, net of income tax effect of $15 | | | | (25 | ) | | | | | (25 | ) | | | | | | | | | |
Actuarial losses on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $27 | | | | | | (56 | ) | | | (56 | ) | | | | | | | | | |
Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $2 | | | | | | 5 | | | | 5 | | | | | | | | | | |
Currency translation adjustment | | (29 | ) | | | | | | | (29 | ) | | | | | | | | | |
Balance, December 31, 2012 | | $ | (335 | ) | $ | (17 | ) | $ | (121 | ) | $ | (2 | ) | $ | (475 | ) | | | | | | | | | |
Losses on cash-flow hedges, net of income tax effect of $29 | | | | (64 | ) | | | | | (64 | ) | | | | | | | | | |
Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $19 | | | | 41 | | | | | | 41 | | | | | | | | | | |
Actuarial gains on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $32 | | | | | | 63 | | | | 63 | | | | | | | | | | |
Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax of $3 | | | | | | 5 | | | | 5 | | | | | | | | | | |
Unrealized gain on investment, net of income tax effect | | | | | | | | 1 | | 1 | | | | | | | | | | |
Currency translation adjustment | | (154 | ) | | | | | | | (154 | ) | | | | | | | | | |
Balance, December 31, 2013 | | $ | (489 | ) | $ | (40 | ) | $ | (53 | ) | $ | (1 | ) | $ | (583 | ) | | | | | | | | | |
Losses on cash-flow hedges, net of income tax effect of $12 | | | | (29 | ) | | | | | (29 | ) | | | | | | | | | |
Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $23 | | | | 50 | | | | | | 50 | | | | | | | | | | |
Actuarial losses on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5 | | | | | | (12 | ) | | | (12 | ) | | | | | | | | | |
Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $1 | | | | | | 4 | | | | 4 | | | | | | | | | | |
Currency translation adjustment | | (212 | ) | | | | | | | (212 | ) | | | | | | | | | |
Balance, December 31, 2014 | | $ | (701 | ) | $ | (19 | ) | $ | (61 | ) | $ | (1 | ) | $ | (782 | ) | | | | | | | | | |
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The following table provides detail pertaining to reclassifications from AOCI into net income for the periods presented: |
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Details about AOCI Components | | Amount Reclassified from AOCI | | Affected Line Item in | | | | | | | | | | | | | | |
Consolidated Statements | | | | | | | | | | | | | |
of Income | | | | | | | | | | | | | |
(in millions) | | 2014 | | 2013 | | 2012 | | | | | | | | | | | | | | | | |
Gains (losses) on cash-flow hedges: | | | | | | | | | | | | | | | | | | | | | | |
Commodity and foreign currency contracts | | $ | (70 | ) | $ | (57 | ) | $ | 43 | | Cost of sales | | | | | | | | | | | | | | |
Interest rate contracts | | (3 | ) | (3 | ) | (3 | ) | Financing costs, net | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Losses related to pension and other postretirement obligations | | (5 | ) | (8 | ) | (7 | ) | | (a) | | | | | | | | | | | | | |
Total before tax reclassifications | | $ | (78 | ) | $ | (68 | ) | $ | 33 | | | | | | | | | | | | | | | | |
Income tax (expense) benefit | | 24 | | 22 | | (13 | ) | | | | | | | | | | | | | | | |
Total after-tax reclassifications | | $ | (54 | ) | $ | (46 | ) | $ | 20 | | | | | | | | | | | | | | | | |
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(a) This component is included in the computation of net periodic benefit cost and affects both cost of sales and SG&A expenses on the Consolidated Statements of Income. |
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The following table provides the computation of basic and diluted earnings per common share (“EPS”) for the periods presented. |
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| | 2014 | | 2013 | | 2012 | |
| | Net Income | | | | | | Net Income | | | | | | Net Income | | | | | |
| | Available | | Weighted | | | | Available | | Weighted | | | | Available | | Weighted | | | |
| | to Ingredion | | Average Shares | | Per Share | | to Ingredion | | Average Shares | | Per Share | | to Ingredion | | Average Shares | | Per Share | |
(in millions, except per share amounts) | | (Numerator) | | (Denominator) | | Amount | | (Numerator) | | (Denominator) | | Amount | | (Numerator) | | (Denominator) | | Amount | |
| | | | | | | | | | | | | | | | | | | |
Basic EPS | | $ | 354.9 | | 73.6 | | $ | 4.82 | | $ | 395.7 | | 77.0 | | $ | 5.14 | | $ | 427.5 | | 76.5 | | $ | 5.59 | |
| | | | | | | | | | | | | | | | | | | |
Effect of Dilutive Securities: | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs, RSAs and other awards | | | | 1.3 | | | | | | 1.3 | | | | | | 1.7 | | | |
| | | | | | | | | | | | | | | | | | | |
Diluted EPS | | $ | 354.9 | | 74.9 | | $ | 4.74 | | $ | 395.7 | | 78.3 | | $ | 5.05 | | $ | 427.5 | | 78.2 | | $ | 5.47 | |
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