XML 30 R20.htm IDEA: XBRL DOCUMENT v3.22.2.2
Shareholders' Equity
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Shareholders' Equity Shareholders’ Equity
Preferred Stock
Our board of directors has the authority to fix and determine and to amend the number of shares of any series of preferred stock that is wholly unissued or to be established and to fix and determine and to amend the designation, preferences, voting powers and limitations and the relative, participating, optional or other rights, of any series of shares of preferred stock that is wholly unissued or to be established, subject in each case to certain approval rights of holders of our outstanding Class B common stock. There was no preferred stock issued and outstanding as of September 30, 2022 or December 31, 2021.
Common and Capital Stock
Our Class A common stock has no preferences or privileges and is not redeemable. Holders of Class A common stock are entitled to one vote for each share.
Our Class B common stock has no preferences or privileges and is not redeemable. At any time after the date of issuance, each share of Class B common stock, at the option of the holder, may be converted into one share of Class A common stock, or automatically converted into Class A common stock upon the affirmative vote by or written consent of holders of a majority of the shares of the Class B common stock. Holders of Class B common stock are entitled to 10 votes for each share.
Our Class C capital stock has no preferences or privileges, is not redeemable and, except in limited circumstances, is non-voting.
Equity Distribution Agreement
On February 17, 2021, we entered into an equity distribution agreement with certain sales agents and/or principals (the “Managers”), pursuant to which we may offer and sell from time to time, through the Managers, shares of our Class C capital stock, having an aggregate gross sales price of up to $1.0 billion, in such share amounts as we may specify by notice to the Managers, in accordance with the terms and conditions set forth in the equity distribution agreement.
There were no shares issued under the equity distribution agreement during the three and nine months ended September 30, 2022.
The following table summarizes the activity pursuant to the equity distribution agreement for the nine months ended September 30, 2021 (in millions, except share data which are presented in thousands, and per share amounts):
Shares of Class C capital stock issued3,164 
Weighted-average issuance price per share$174.05 
Gross proceeds (1)$551 
(1) Net proceeds were $545 million after deducting $6 million of commissions and other offering expenses incurred.
Stock Repurchase Authorizations
Repurchases of stock under the Repurchase Authorizations may be made in open-market transactions or privately negotiated transactions, or in such other manner as deemed appropriate by management, and may be made from time to time as determined by management depending on market conditions, share price, trading volume, cash needs and other business factors, in each case as permitted by securities laws and other legal requirements. As of September 30, 2022, $674 million remained available for future repurchases pursuant to the Repurchase Authorizations.
The following table summarizes, on a settlement date basis, our Class A common stock and Class C capital stock repurchase activity under the Repurchase Authorizations for the periods presented (in millions, except share data, which are presented in thousands, and per share amounts):
 Three Months Ended
September 30, 2022		Nine Months Ended
September 30, 2022
Class A common stockClass C capital stockClass A common stockClass C capital stock
Shares repurchased772 4,225 3,349 13,943 
Weighted-average price per share$35.52 $35.18 $46.13 $44.40 
Total purchase price$27 $149 $154 $619