SHARE REPURCHASE PROGRAMS

9 Months Ended

Sep. 30, 2024

Share Repurchase Programs [Abstract]

During the nine months ended September 30, 2024, we maintained two share repurchase programs approved by our board of directors in October 2023. The first program authorized management to repurchase up to 2 million shares issued to employees under our employee stock plans since August 31, 2023, under an anti-dilutive program (the "2023 Anti-Dilutive Program"). The second program granted management discretion to repurchase up to 2 million shares of common stock over a period of two years under a discretionary share repurchase program (the "October 2023 Discretionary Program"). The 2023 Anti-Dilutive Program commenced October 12, 2023, and expires October 12, 2025. The October 2023 Discretionary Program commenced October 12, 2023 and was completed during the third quarter of 2024, upon the aggregate repurchase of 2 million shares of common stock. Share repurchases under the 2023 Anti-Dilutive Program can be made from time to time using our working capital and other borrowing sources. Shares are repurchased under 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.

In October 2024, our board of directors approved a new discretionary share repurchase program (the "October 2024 Discretionary Program"). Under the October 2024 Discretionary Program, management is authorized to repurchase up to 2 million shares of common stock, at its discretion, over a period of two years from October 9, 2024, to October 9, 2026.

The discretionary share repurchase programs are designed to provide management with capital structure flexibility while concurrently managing objectives related to balance sheet leverage, acquisition opportunities, and shareholder returns. The anti-dilutive share repurchase programs are designed to mitigate the dilutive impact of shares issued under our employee stock plans.

The following table provides the activity for shares repurchased and retired:


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
(In millions)	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
2023 Anti-Dilutive Program	0.1	$	7	—	$	—	0.6	$	77	—	$	—
2021 Anti-Dilutive Program	—	—		0.3	26		—	—		1.0	96
Anti-Dilutive Programs	0.1	7		0.3	26		0.6	77		1.0	96

October 2023 Discretionary Program	1.0	134		—	—		1.6	205		—	—
February 2023 Discretionary Program	—	—		1.2	123		—	—		2.0	186
Discretionary Programs	1.0	134		1.2	123		1.6	205		2.0	186

Total	1.1	$	141	1.5	$	149	2.2	$	282	3.0	$	282

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Amounts in the table may not be additive due to rounding.