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Stockholders' Equity
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Stock Purchase Programs
In September 2021, our board of directors authorized the purchase of up to $500 million, in the aggregate, of our common stock. This new program immediately supersedes the stock purchase program previously approved by our board of directors in September 2020, as described below. This new program will be funded with cash on hand and extends through December 31, 2022. The exact timing and amount of any repurchase is determined by management based on market conditions and share price, in addition to other factors, and subject to the restrictions relating to volume, price, and timing under applicable law. As of February 14, 2022, no shares had been purchased under this stock purchase program.
In September 2020, our board of directors authorized the purchase of up to $500 million, in the aggregate, of our common stock. This program was funded with cash on hand. Under this program, pursuant to a Rule 10b5-1 trading plan, we purchased approximately 577,000 shares of our common stock for $122 million in January and February 2021 (average cost of $211.65). In November and December 2020, we purchased 766,000 shares of our common stock for $159 million (average cost of $208.37), including approximately 29,000 shares purchased for $6 million in late December 2020, and settled in early January 2021.
Share-Based Compensation
In connection with our employee stock plans, approximately 429,000 shares and 244,000 shares of common stock were issued, net of shares used to settle employees’ income tax obligations, during the years ended December 31, 2021, and 2020, respectively. Total share-based compensation expense is reported in “General and administrative expenses” in the accompanying consolidated statements of income, and summarized below.
Year Ended December 31,
202120202019
(In millions)
Pretax
Charges		Net-of-Tax
Amount		Pretax
Charges		Net-of-Tax
Amount		Pretax
Charges		Net-of-Tax
Amount
RSAs, PSAs and PSUs (defined below)$66 $62 $47 $44 $29 $28 
Employee stock purchase plan and stock options
6 6 10 9 10 9 
Total$72 $68 $57 $53 $39 $37 
Equity Incentive Plan
At December 31, 2021, we had employee equity incentives outstanding under our 2019 Equity Incentive Plan (the “2019 EIP”). The 2019 EIP provides for awards, in the form of restricted and performance stock awards (“RSAs” and “PSAs”), performance units (“PSUs”), stock options, and other stock– or cash–based awards, to eligible persons who perform services for us. The 2019 EIP provides for the issuance of up to 2.9 million shares of our common stock.
Stock-based awards. RSAs, PSAs and PSUs are granted with a fair value equal to the market price of our common stock on the date of grant, and generally vest in equal annual installments over periods up to four years from the date of grant. Certain PSUs may vest in their entirety at the end of three-year performance periods, if their performance conditions are met. We generally recognize expense for RSAs, PSAs and PSUs on a straight-line basis. Activity for stock-based awards in the year ended December 31, 2021, is summarized below.
RSAsWeighted
Average
Grant Date
Fair Value		PSUsWeighted
Average
Grant Date
Fair Value
Unvested balance, December 31, 2020
585,084 $118.07 471,909 $111.04 
Granted289,227 224.63 160,670 74.52 
Vested(232,896)112.62 (321,340)74.52 
Forfeited(102,298)161.36 (36,189)129.19 
Unvested balance, December 31, 2021
539,117 $169.39 275,050 $129.99 
As of December 31, 2021, total unrecognized compensation expense related to unvested RSAs and PSUs was $55 million, and $12 million, respectively, which we expect to recognize over a remaining weighted-average period of 2.1 years, and 0.8 years, respectively. This unrecognized compensation cost assumes an estimated forfeiture rate of 11.3% for non-executive employees as of December 31, 2021, based on actual forfeitures over the last 4 years.
During the year ended December 31, 2021, we granted 127,102 PSUs which vest in a range from 0% to 200% of the number of target units awarded, depending on the Company’s level of achievement with respect to the financial performance goal, after three years. We have not recognized stock compensation expense for these PSUs during the year ended December 31, 2021 as the complete performance conditions have not been determined as of December 31, 2021. We expect the performance conditions to be determined during the third year of vesting. At December 31, 2021, 116,172 PSUs were outstanding.
The total grant date fair value of awards granted and vested is presented in the following table.
Year Ended December 31,
202120202019
(In millions)
Granted:
RSAs$65 $44 $33 
PSUs— 23 20 
Total granted$65 $67 $53 
Vested:
RSAs$53 $22 $19 
PSUs71 1 2 
Total vested$124 $23 $21 
Stock Options. Stock option awards generally have an exercise price equal to the fair market value of our common stock on the date of grant, vest in equal annual installments over periods up to four years from the date of grant, and have a maximum term of ten years from the date of grant. Stock option activity for the year ended December 31, 2021, is summarized below.
Number of SharesWeighted Average Exercise PriceAggregate Intrinsic ValueWeighted Average Remaining Contractual term
(Per share)(In millions)(Years)
Stock options outstanding as of December 31, 2020
405,000 $64.79 
Exercised(10,000)33.02 
Stock options outstanding, vested, and exercisable as of December 31, 2021
395,000 65.59 $100 5.5
No stock options were granted in 2021, 2020, or 2019, and no stock options were exercised in 2020, or 2019. As of December 31, 2021, there was no unrecognized compensation expense related to unvested stock options.
Employee Stock Purchase Plans (“ESPP”)
Under our ESPP, eligible employees may purchase common shares at 85% of the lower of the fair market value of our common stock on either the first or last trading day of each six-month offering period. Each participant is limited to a maximum purchase of $25,000 (as measured by the fair value of the stock acquired) per year through payroll
deductions. We estimate the fair value of the stock issued using a standard option pricing model. For the years ended December 31, 2021, 2020, and 2019, the inputs to this model were as follows: risk-free interest rates of approximately 0.1% to 2.3%; expected volatility of approximately 35% to 54%, dividend yields of 0%, and an average expected life of 0.5 years.