v3.26.1
Stockholders’ Equity
3 Months Ended
Mar. 31, 2026
Stockholders' Equity Note [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Earnings Per Common Share
Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of our outstanding stock options, outstanding RSUs, and shares issuable under the ESPP, as if the RSUs were vested, the stock options were exercised, and the shares expected to be issued under the ESPP at the end of the current offering period were issued.
The components of basic and diluted earnings per common share comprised the following (in millions, except per share amounts):
 Three Months Ended
March 31,
 20262025
Numerator:
Net income$274.9 $322.2 
Denominator:
Weighted average outstanding shares — basic43.5 44.9 
Effect of dilutive securities(1):
Stock options, RSUs, and ESPP(2)
3.7 3.7 
Weighted average shares — diluted(2)
47.2 48.6 
Net income per common share:
Basic$6.32 $7.18 
Diluted$5.82 $6.63 
 
Stock options and RSUs excluded from calculation(2)
0.1 0.1 
(1)Calculated using the treasury stock method.
(2)The common shares underlying certain stock options and RSUs have been excluded from the computation of diluted earnings per share because their impact would be anti-dilutive.
2026 Share Repurchase
In March 2026, our Board of Directors approved a share repurchase program authorizing up to $2.0 billion in aggregate repurchases of our common stock (plus the amount of any customary contingent settlement obligations that may arise upon the expiration or early termination of an accelerated share repurchase contract), which program expires on March 9, 2027. Pursuant to this authorization, we entered into two accelerated share repurchase agreements (the 2026 ASR agreements) with Citibank, N.A. (Citi) on March 9, 2026 to repurchase approximately $1.5 billion of our common stock in the aggregate.
Under the terms of the 2026 ASR agreements, comprised of a $750 million uncollared share repurchase agreement (the 2026 Uncollared ASR) and a $750 million collared share repurchase agreement (the 2026 Collared ASR), we made an aggregate upfront payment of $1.5 billion to Citi on March 11, 2026. Under the 2026 Uncollared ASR, we received an initial delivery of 992,120 shares of our common stock, representing approximately 70 percent of the total shares expected to be repurchased under the 2026 Uncollared ASR, measured based on the closing price of our common stock on March 9, 2026. Under the 2026 Collared ASR, we received an initial delivery of 708,657 shares of our common stock, representing approximately 50 percent of the total shares expected to be repurchased under the 2026 Collared ASR, measured based on the closing price of our common stock on March 9, 2026. Upon completion of an agreed-upon hedging period and the subsequent determination of the minimum and maximum share amounts to be repurchased under the 2026 Collared ASR, we received an additional 463,682 shares of our common stock on March 30, 2026.
The final number of shares that we will ultimately repurchase pursuant to the 2026 ASR agreements will be determined based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the 2026 ASR agreements. As discussed above, under the 2026 Collared ASR, the final number of shares we will ultimately repurchase will also be subject to a collar provision establishing the minimum and maximum numbers of shares to be repurchased, as well as other adjustments.
At the final settlement of the 2026 ASR agreements, we may be entitled to receive additional shares of our common stock, or, under certain limited circumstances, be required to make an additional cash payment to Citi or, if we so elect, deliver shares of our common stock to Citi. The scheduled termination date of the 2026 Uncollared ASR is in the second quarter of 2026. The scheduled termination date of the 2026 Collared ASR is in the third quarter of 2026.
The initial repurchase of our common stock under the 2026 ASR agreements, including the subsequent receipt of our common stock upon completion of the hedging period, were treated as a reduction of the outstanding shares used to calculate the weighted average common stock outstanding for basic and diluted earnings per common share. The initial repurchase of our common stock under the 2026 ASR agreements was accounted for as a reduction to stockholders’ equity in our consolidated balance sheets. The hedging period under the 2026 Collared ASR was classified as part of the unsettled forward contract at inception and was equity classified upon settlement on March 30, 2026. The final settlement of the transactions under the 2026 ASR agreements is accounted for as an unsettled forward contract indexed to our common stock until the final settlement occurs. The forward contract related to the 2026 ASR agreements was equity classified, in accordance with ASC 815, Derivatives and Hedging, upon inception and we expect equity classification to remain appropriate through final settlement under the 2026 Uncollared ASR and the 2026 Collared ASR. During the three months ended March 31, 2026, we recorded a liability of $8.4 million for an excise tax imposed under the Inflation Reduction Act of 2022 (IRA) as a result of our repurchase of shares under the 2026 ASR agreements.
2025 Share Repurchase
In July 2025, our Board of Directors approved a share repurchase program authorizing up to $1.0 billion in aggregate repurchases of our common stock (plus the amount of any customary contingent settlement obligations that may arise upon the expiration or early termination of an accelerated share repurchase contract). Pursuant to this authorization, we entered into two accelerated share repurchase agreements (the 2025 ASR agreements) with Citi on August 1, 2025 to repurchase approximately $1.0 billion of our common stock in the aggregate.
Under the terms of the 2025 ASR agreements, comprised of a $500 million uncollared share repurchase agreement (the 2025 Uncollared ASR) and a $500 million collared share repurchase agreement (the 2025 Collared ASR), we made an aggregate upfront payment of $1.0 billion to Citi on August 4, 2025. Under the 2025 Uncollared ASR, we received an initial delivery of 1,274,296 shares of our common stock, representing approximately 75 percent of the total shares expected to be repurchased under the 2025 Uncollared ASR, measured based on the closing price of our common stock on August 1, 2025. Under the 2025 Collared ASR, we received an initial delivery of 849,531 shares of our common stock, representing approximately 50 percent of the total shares expected to be repurchased under the 2025 Collared ASR, measured based on the closing price of our common stock on August 1, 2025. Upon completion of an agreed-upon hedging period and the subsequent determination of the minimum and maximum share amounts to be repurchased under the 2025 Collared ASR, we received an additional 514,789 shares of our common stock on August 25, 2025. The final settlement of the 2025 Uncollared ASR occurred in November 2025, and we received an additional 3,882 shares of our common stock upon settlement. The final settlement of the 2025 Collared ASR occurred in January 2026, and we received no additional shares of our common stock upon settlement as a result of a collar provision that established the minimum and maximum number of shares to be repurchased, as well as other adjustments. In total, we repurchased 2,642,498 shares of our common stock under the 2025 ASR agreements that we currently hold as treasury stock in our consolidated balance sheets.
The final number of shares that we ultimately repurchased pursuant to the 2025 Uncollared ASR was based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the 2025 Uncollared ASR.
The initial repurchase of our common stock and final settlements under the 2025 ASR agreements, including the subsequent receipt of our common stock upon completion of the hedging period, were treated as a reduction of the outstanding shares used to calculate the weighted average common stock outstanding for basic and diluted earnings per common share. The initial repurchase of our common stock under the 2025 ASR agreements was accounted for as a reduction to stockholders’ equity in our consolidated balance sheets. The hedging period under the 2025 Collared ASR was classified as part of the unsettled forward contract at inception and was equity classified upon settlement on August 25, 2025. The final settlements of the 2025 ASR agreements were accounted for as unsettled forward contracts indexed to our common stock until the final settlement occurred. The forward contracts related to the 2025 ASR agreements were equity classified, in accordance with ASC 815, Derivatives and Hedging, through final settlement. Excise taxes imposed under the IRA as a result of our 2025 ASR agreements were $1.8 million.