SHARE REPURCHASE PROGRAMS

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

SHARE REPURCHASE PROGRAMS

SHARE REPURCHASE PROGRAMS

We maintain two share repurchase programs. The first program authorizes management to repurchase up to 2.5 million shares of common stock, issued to employees under our employee stock plans since September 1, 2021 (the "2021 Anti-Dilutive Program"). The 2021 Anti-Dilutive Program is designed to mitigate the dilutive impact of shares issued under our employee stock plans. The 2021 Anti-Dilutive Program commenced October 14, 2021 and expires October 14, 2023. In February 2023, our board of directors authorized a new discretionary share repurchase program to grant management discretion to repurchase up to 2 million shares of common stock over a period of two years (the "2023 Discretionary Program"). Share repurchases under both programs can be made from time to time using our working capital and a variety of methods, including open-market transactions and trading plans established pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual number of shares repurchased are subject to market conditions, legal requirements and other factors, including balance sheet leverage, availability of acquisitions and stock price.

During the three and six months ended June 30, 2023, we repurchased and retired 0.3 million and 0.8 million shares, respectively, for $25 million and $70 million, respectively, under the 2021 Anti-Dilutive Program. During the three and six months ended June 30, 2022, we did not repurchase any shares under this program.

During the three and six months ended June 30, 2023, we repurchased and retired 0.8 million shares for $63 million under the 2023 Discretionary Program.

In February 2022, our board of directors authorized an accelerated share repurchase program to repurchase up to $300 million of common stock, with final settlement scheduled to occur no later than the end of October 2022. During February 2022, we remitted $300 million to our agent for the accelerated share repurchase program. We received an initial share amount of approximately 3 million, representing approximately 80% of the total notional value of the accelerated share repurchase agreement.