Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock

We are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series; to establish the number of shares included within each series; to fix the rights, preferences and privileges of the shares of each wholly unissued series and any related qualifications, limitations or restrictions; and to increase or decrease the number of shares of any series (but not below the number of shares of a series then outstanding) without any further vote or action by our stockholders. As of December 31, 2021 and 2020, there were 10 million shares of $0.001 par value preferred stock authorized for issuance, and no shares issued or outstanding.

Common Stock

Our Amended and Restated Certificate of Incorporation authorizes us to issue 3.6 billion shares of common stock.

Stock Repurchase Programs

Our stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives. Our stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash. 

In January 2019, our Board authorized a $4.0 billion stock repurchase program, in January 2020 our Board authorized an additional $5.0 billion stock repurchase program, in February 2021 our Board authorized an additional $4.0 billion stock repurchase program and in August 2021 our Board authorized an additional $3.0 billion stock repurchase program. These stock repurchase programs have no expiration from the date of authorization.

In February 2022, our Board authorized an additional $4.0 billion stock repurchase program, with no expiration from the date of authorization.

On October 29, 2021, we entered into accelerated share repurchase agreements (the “2021 ASR Agreements”) with two financial institutions (each a “2021 ASR Counterparty”), as part of our share repurchase program. Under the 2021 ASR Agreements, we paid an aggregate amount of $2.5 billion to the 2021 ASR Counterparties and received an initial delivery of approximately 29.3 million shares of our common stock, which were recorded as a $2,125 million increase to treasury stock. In December 2021, the 2021 ASR Agreement with one of the 2021 ASR Counterparties settled and resulted in a delivery of approximately 3.4 million additional shares of our common stock, which were recorded as a $187.5 million increase to treasury stock. The remaining $187.5 million was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity.

Subsequent to December 31, 2021, the 2021 ASR Agreement with the remaining 2021 ASR Counterparty settled and resulted in a delivery of approximately 3.3 million additional shares of our common stock. The related forward contract was settled and recorded as a $187.5 million increase to treasury stock. In total under the 2021 ASR Agreements, approximately 36.0 million shares were repurchased at an average price per share of $69.43.

On February 13, 2020, we entered into accelerated share repurchase agreements (the “2020 ASR Agreements”) with three financial institutions (each a “2020 ASR Counterparty”), as part of our share repurchase program. Under the 2020 ASR Agreements, we paid an aggregate amount of $3.0 billion to the 2020 ASR Counterparties and received an initial delivery of approximately 69 million shares of our common stock, which shares were recorded as a $2.55 billion increase to treasury stock. The remaining $450 million was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity. In July 2020, the 2020 ASR Agreements settled and resulted in approximately 74 million shares repurchased at an average price per share of $40.77 and the forward contract was settled and recorded as an increase to treasury stock.

The stock repurchase activity under our stock repurchase programs during 2021 was as follows (in millions, except per share amounts):

	Shares Repurchased (1)	Average Price per Share (2)		Value of Shares Repurchased (2)		Remaining Amount Authorized
Balance as of January 1, 2021						$	2,033
Authorization of additional plan in February 2021						4,000
Authorization of additional plan in August 2021						3,000
Repurchase of shares of common stock	67	$	67.86	$	4,542	(4,542)
Accelerated share repurchases (3)	33			$	2,312	$	(2,312)
Unsettled forward contract for share repurchase	—			$	188	$	(188)
Balance as of December 31, 2021						$	1,991

(1)These repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. None of the repurchased shares of common stock have been retired.

(2)Excludes broker commissions.

(3)As indicated above, under the 2021 ASR Agreements, we paid an aggregate amount of $2.5 billion to the 2021 ASR Counterparties and received an initial delivery of 29.3 million shares of our common stock. In December 2021, we settled a 2021 ASR Agreement with one of the 2021 ASR Counterparties and received 3.4 million additional shares. In January 2022, the 2021 ASR Agreement with the remaining ASR Counterparty settled and resulted in delivery of approximately 3.3 million additional shares.

Dividends

The company paid a total of $466 million, $447 million and $473 million in cash dividends during the years ended December 31, 2021, 2020 and 2019, respectively. In February 2022, we declared a cash dividend of $0.22 per share of common stock to be paid on March 18, 2022 to stockholders of record as of March 10, 2022.