Stockholders' Equity

9 Months Ended

Sep. 30, 2019

Stock Repurchase Program

In May 2017, our Board of Directors authorized, subject to regulatory approval, expansion of our stock repurchase program by an additional $150 million. We sought and received regulatory approval during the second quarter of 2019, at which point we entered into an accelerated share repurchase agreement, as discussed below.

Accelerated Share Repurchases

We have entered into accelerated share repurchase arrangements (“ASRs”) with a financial institution from time to time under our stock repurchase program. The following table summarizes our ASR activity under our current repurchase program:



	Purchase Period End Date	Number of Shares (In thousands)	Average repurchase price per share	ASR Amount (In thousands)
May 2019 ASR	August 2019	2,072	$48.26	$	100,000

In exchange for an up-front payment in May 2019, the financial institution delivered approximately 1.7 million shares of our Class A common stock. Upon settlement in August 2019, we received additional shares for approximately 0.4 million from the financial institution. The final number of shares received at settlement of the ASR was determined based on the volume-weighted average price of our common stock over the term of the agreement less an agreed

Note 11—Stockholders' Equity (Continued)

upon discount and subject to adjustments pursuant to the terms and conditions of the ASR. The shares received are considered retired in the periods they are delivered, but remain authorized for registration and issuance in the future.

The up-front payments are accounted for as a reduction to shareholders’ equity on our consolidated balance sheets in the periods the payments are made. The ASRs are accounted for in two separate transactions: 1) a treasury stock repurchase for the initial shares received and 2) a forward stock purchase contract indexed to our own stock for the unsettled portion of the ASR. The par value of the shares received are recorded as a reduction to common stock with the remainder recorded as a reduction to additional paid-in capital and retained earnings. The ASRs meet all of the applicable criteria for equity classification, and therefore are not accounted for as derivative instruments. The initial repurchase of shares results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.