Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders’ Equity

The following table summarizes our common share repurchases and issuances.


	Three Months Ended September 30,						Nine Months Ended September 30,
(Shares and per share amounts in actuals)	2020		2019		2020		2019
Common stock repurchased under repurchase program⁽¹⁾⁽²⁾	—		4,436,963		47,736,847		15,861,718
Average purchase price per share⁽³⁾	$	—	$	8.45	$	9.66	$	9.94
Shares repurchased related to employee stock-based compensation plans⁽⁴⁾	3,122		15,238		1,109,149		1,328,665
Average purchase price per share	$	7.05	$	9.54	$	10.97	$	10.92
Common shares issued⁽⁵⁾	5,150		26,137		2,990,447		3,677,821

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⁽¹⁾Common shares purchased under our share repurchase programs. $75 million of capacity under the 2020 Share Repurchase Program remained available as of September 30, 2020.

⁽²⁾For the nine months ended September 30, 2020, the amount includes 44.9 million shares related to the initial delivery of shares under our accelerated share repurchase agreement, described below.

⁽³⁾Average purchase price per share includes purchase commission costs.

⁽⁴⁾Comprised of shares withheld from stock option exercises and vesting of restricted stock for employees’ tax withholding obligations and shares tendered by employees to satisfy option exercise costs.

⁽⁵⁾ Common shares issued under our various compensation and benefit plans.

The closing price of our common stock on the NASDAQ Global Select Market on September 30, 2020 was $8.09.

Dividend and Share Repurchases

In both September 2020 and 2019, we paid a common stock dividend of $0.03 per common share. In the nine months ended September 30, 2020 and 2019, we paid a total common stock dividend of $0.09 per common share.

The January 23, 2019 share repurchase program (the “2019 Share Repurchase Program”), which was effective upon announcement and expires on January 22, 2021, permits us to repurchase from time to time shares of our common stock up to an aggregate repurchase price not to exceed $200 million. Under the 2019 Share Repurchase Program, we repurchased no shares of common stock in the three months ended September 30, 2020 and 4 million shares of common stock for $37 million in the three months ended September 30, 2019. Under the 2019 Share Repurchase Program, we repurchased 3 million shares of common stock for $33 million in the nine months ended September 30, 2020 and 16 million shares of common stock for $157 million in the nine months ended September 30, 2019. We have now utilized all capacity under the 2019 Share Repurchase Program.

On January 22, 2020, we announced a new share repurchase program (the “2020 Share Repurchase Program”), which was effective upon announcement and expires on January 21, 2022, and permits us to repurchase shares of common stock from time to time up to an aggregate repurchase price not to exceed $600 million.

On March 10, 2020, we entered into an accelerated share repurchase agreement (“ASR”) with a third-party financial institution under which we paid $525 million for an upfront delivery of our common stock and a forward agreement. On March 11, 2020, the third-party financial institution delivered to us approximately 44.9 million shares. The final total actual number of shares of common stock to be delivered to us pursuant to the forward agreement will be based generally upon a discount to the Rule 10b-18 volume-weighted average price at which the shares of our common stock trade during the regular trading sessions

on the NASDAQ Global Select Market during the term of the ASR. At settlement of the forward agreement, the third-party financial institution may be obligated to deliver additional shares of common stock to us or we may be obligated to make delivery of common stock or a cash payment to them, at our option. The transactions are accounted for as equity transactions and are included in treasury stock when the shares are received, at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share. We expect final settlement of the share repurchases under the ASR to occur before or during the first quarter of 2021.

Under the 2020 Share Repurchase Program, repurchases may occur from time to time and through a variety of methods, including open market repurchases, repurchases effected through Rule 10b5-1 trading plans, negotiated block purchases, accelerated share repurchase programs, tender offers, or other similar transactions.