Note 18 - Share Repurchase Programs

12 Months Ended

Dec. 31, 2022

18. Share Repurchase Programs

Effective April 1, 2022, our Board of Directors authorized the repurchase of up to 100 million shares of our common stock by March 31, 2025. As of December 31, 2022, we repurchased a total of 16.1 million shares of our common stock under the 2022 authorization. These repurchases may be made on the open market or through other transactions. Our management has sole discretion with respect to determining the timing and amount of these transactions.

Our previous authorization, which was effective April 1, 2019, through March 31, 2022, was approved by our Board of Directors for up to 150 million shares of common stock. As of March 31, 2022, we repurchased a total of 83.3 million shares of our common stock under the 2019 authorization.

The table below represents shares repurchased under repurchase programs during 2022 and 2021:

	Number of Shares Purchased				Average Price Paid [a]
	*2022*		2021		*2022*		2021
First quarter [b]		11,014,201		6,691,421	$	249.95	$	209.50
Second quarter [c]		3,100,683		12,204,409		232.87		222.46
Third quarter [d]		9,490,339		8,604,239		221.52		210.31
Fourth quarter		3,501,667		5,837,551		201.33		233.71
Total		27,106,890		33,337,620	$	231.76	$	218.69
Remaining number of shares that may be repurchased under current authority								83,907,311

[a]	In the period of the final settlement, the average price paid under the accelerated share repurchase programs is calculated based on the total program value less the value assigned to the initial delivery of shares. The average price of the completed 2022 and 2021 accelerated share repurchase programs was $248.32 and $217.56, respectively.
[b]	Includes 7,012,232 shares repurchased in 2022* under accelerated share repurchase programs.*
[c]	Includes an incremental 1,847,185 shares received upon final settlement in 2022* and 7,209,156 shares repurchased in 2021 under accelerated share repurchase programs.*
[d]	Includes an incremental 1,983,859 shares received upon final settlement in 2021* under accelerated share repurchase programs.*

Management's assessments of market conditions and other pertinent factors guide the timing and volume of all repurchases. We expect to fund any share repurchases under this program through cash generated from operations, the sale or lease of various operating and non-operating properties, debt issuances, and cash on hand. Open market repurchases are recorded in treasury stock at cost, which includes any applicable commissions and fees.

Accelerated Share Repurchase Programs – The Company has established accelerated share repurchase programs (ASRs) with financial institutions to repurchase shares of our common stock. These ASRs have been structured so that at the time of commencement, we pay a specified amount to the financial institutions and receive an initial delivery of shares. Additional shares may be received at the time of settlement. The final number of shares to be received is based on the volume weighted average price of the Company’s common stock during the ASR term, less a discount and subject to potential adjustments pursuant to the terms of such ASR.

On February 18, 2022, the Company received 7,012,232 shares of its common stock repurchased under ASRs for an aggregate of $2.2 billion. Upon settlement of these ASRs in the second quarter of 2022, we received 1,847,185 additional shares.

On May 26, 2021, the Company received 7,209,156 shares of its common stock repurchased under ASRs for an aggregate of $2.0 billion. Upon settlement of these ASRs in the third quarter of 2021, we received 1,983,859 additional shares.

ASRs are accounted for as equity transactions, and at the time of receipt, shares are included in treasury stock at fair market value as of the corresponding initiation or settlement date. The Company reflects shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.