Common Stock

Share Repurchase Programs

On August 6, 2014, the Board of Directors authorized the repurchase of up to $200,000 of the Company’s outstanding common stock pursuant to an accelerated share repurchase program, and the Company entered into a $200,000 accelerated share repurchase program (the “ASR program”) with J.P. Morgan Chase Bank (the “ASR Counterparty”). The Company paid $200,000 to the ASR Counterparty in August 2014 and received 5,567,154 shares of its common stock, which represented approximately 80 percent of the shares expected to be purchased pursuant to the ASR program, based on the closing price on August 6, 2014. Under the terms of the ASR program, the ASR Counterparty was permitted, in accordance with the applicable requirements of the federal securities laws, to separately trade in the Company’s shares in connection with the hedging activities related to the ASR program and as part of other aspects of the ASR Counterparty’s business.

On February 13, 2015, the Company completed the ASR program. Based on the terms of the ASR program, the total number of shares repurchased under the ASR program was based on the volume-weighted average price of the Company’s common stock, less a discount, during the repurchase period, which resulted in the Company receiving an additional 784,694 shares of its common stock from the ASR Counterparty at maturity. As a result, under the ASR program, the Company paid a total of $200,000 to the ASR Counterparty and received a total of 6,351,848 shares (5,567,154 shares initially received, plus 784,694 shares received at maturity) of its common stock, which represents a volume weighted average price, as adjusted pursuant to the terms of the ASR program, of $31.49 over the duration of the ASR program.

Subsequent to the completion of the ASR program, the Board of Directors has authorized new share repurchase programs. The following table summarizes the Company’s Board authorized share repurchase programs and related information for the years ended December 31, 2017, 2016 and 2015:

Program⁽¹⁾

Date Authorized by Board of Directors

Expiration Date

Amount Authorized (excluding commissions)

Amount Spent as of December 31, 2017 (excluding commissions)

Status

2017 Repurchase Program

February 16, 2017

December 31, 2019

300,000

76,724

Active

2016 Repurchase Program

February 19, 2016

December 31, 2017

200,000

104,366

Superseded⁽²⁾

2015 Repurchase Program

February 20, 2015

December 31, 2016

200,000

126,346

Superseded⁽³⁾

ASR program

August 6, 2014

February 13, 2015

200,000

Completed

(1)

The repurchase programs listed above do not obligate the Company to acquire any specific number of shares and can be suspended or discontinued at any time without notice. Shares can be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. All repurchases under the programs listed above have been made using cash resources.


(2)	The approximately $95,634 remaining authorization under the 2016 Repurchase Program as of February 16, 2017 is included in the $300,000 maximum amount authorized by the 2017 Repurchase Program.


(3)	The approximately $73,654 remaining under the 2015 Repurchase Program as of February 19, 2016 was included in the $200,000 maximum amount authorized by the 2016 Repurchase Program.

The following table summarizes the Company’s open market and 10b5-1 plan share repurchase activity and related information during the years ended December 31, 2017, 2016 and 2015:



	Number of Shares	Average Repurchase Price Per Share		Amount (including commissions)
2017 share repurchase activity:
2017 Repurchase Program	2,136,237	$	35.95	$	76,788
2016 Repurchase Program	383,690	36.70		14,080
Total share repurchases	2,519,927	36.06		$	90,868
2016 share repurchase activity:
2016 Repurchase Program	2,630,433	$	34.36	$	90,377
2015 Repurchase Program	497,094	35.45		17,622
Total share repurchases	3,127,527	34.53		$	107,999
2015 share repurchase activity:
2015 Repurchase Program	2,751,454	39.55		$	108,821
ASR program	784,694	⁽¹⁾		⁽¹⁾
Total share repurchases	3,536,148			108,821

(1)

Since August 2014 through December 31, 2017, the Company has repurchased 14,750,756 shares of the Company’s common stock at an average cost of $34.42 per share.

Reserved Shares

There were 7,954,701 common shares reserved for grants under compensation plans at December 31, 2017. The Company eliminated the option for plan participants in the Company’s Spectrum Investment Savings Plan and Pre-Tax Savings plans to purchase additional shares of the Company’s common stock in March 2014.