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Stockholders' Equity
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Stock Purchase Programs
In September 2023, our board of directors authorized the purchase of up to $750 million of our common stock. Under this program, pursuant to a Rule 10b5-1 trading plan, we purchased approximately 1,465,000 shares for $500 million in the third quarter of 2024 (average cost of $341.25 per share).
In October 2024, our board of directors authorized the purchase of up to $1 billion of our common stock. This new program extends through December 31, 2025 and supersedes the stock purchase program previously approved by our board of directors in September 2023. Under this program, pursuant to a Rule 10b5-1 trading plan, we purchased approximately 1,666,000 shares for $500 million in the fourth quarter of 2024 (average cost of $300.04 per share). No shares were purchased in 2025 through February 11, 2025.
We have accrued a stock repurchase excise tax of $8 million related to the share repurchase programs as of December 31, 2024, located in “Accounts payable, accrued liabilities and other” and “Additional paid-in capital” in the accompanying consolidated balance sheets.
Share-Based Compensation
In connection with our employee stock plans, approximately 360,000 shares and 442,000 shares of common stock were issued, net of shares used to settle employees’ income tax obligations, during the years ended December 31, 2024, and 2023, 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,
202420232022
(In millions)
Pretax
Charges
Net-of-Tax
Amount
Pretax
Charges
Net-of-Tax
Amount
Pretax
Charges
Net-of-Tax
Amount
RSAs and PSUs (defined below)$109 $100 $108 $102 $97 $90 
Employee stock purchase plan
Total$116 $107 $115 $109 $103 $96 
Equity Incentive Plan
At December 31, 2024, 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 stock awards (“RSAs”), performance stock 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 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. PSUs vest in their entirety at the end of three-year performance periods, if their performance conditions are met. We generally recognize expense for RSAs and PSUs on a straight-line basis. The weighted-average grant date fair value of our RSAs was $382.23 in 2024, $277.37 in 2023, and $312.27 in 2022. The weighted-average grant date fair value of our PSUs was $353.44 in 2024, $233.50 in 2023, and $214.94 in 2022. Activity for stock-based awards in the year ended December 31, 2024, is summarized below.
RSAsWeighted
Average
Grant Date
Fair Value
PSUsWeighted
Average
Grant Date
Fair Value
Unvested balance, December 31, 2023
535,447 $268.41 410,374 $286.77 
Granted232,162 382.23 307,226 353.44 
Vested(224,447)251.45 (175,101)276.30 
Forfeited(55,515)307.84 (13,417)293.64 
Unvested balance, December 31, 2024
487,647 $325.91 529,082 $328.77 
As of December 31, 2024, total unrecognized compensation expense related to unvested RSAs and PSUs was $96 million, and $98 million, respectively, which we expect to recognize over a remaining weighted-average period of 2.0 years, and 1.9 years, respectively. This unrecognized compensation cost assumes an estimated forfeiture rate of 8% for non-executive employees as of December 31, 2024, based on actual forfeitures over the last 4 years.
The total fair value of awards vested is presented in the following table.
Year Ended December 31,
202420232022
(In millions)
RSAs$86 $62 $70 
PSUs68 90 69 
Total vested$154 $152 $139 
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, 2024, 2023, and 2022, the inputs to this model were as follows: risk-free interest rates of approximately 0.2% to 5.4%; expected volatility of approximately 25% to 31%, dividend yields of 0%, and an average expected life of 0.5 years.