1 unchanged sentence
Unregistered Sales of Securities
−Removed: We had no unregistered sales of our securities during the three months ended June 30, 2022.
+Added: We had no unregistered sales of our securities during the three months ended September 30, 2022.
Purchases of Securities by the Registrant and Affiliated Purchasers
−Removed: The following table summarizes the securities repurchase activity during the three months ended June 30, 2022 (in thousands, except average price paid per security and total number of securities repurchased):
−Removed: Period Total Number of Securities Repurchased Average Price Paid Per Security Total Number of Securities Purchased Pursuant to Publicly-Announced Plan
+Added: The following table summarizes the securities repurchase activity during the three months ended September 30, 2022 (in thousands, except average price paid per security and total number of securities repurchased):
+Added: Period Total Number of Securities Repurchased (2)
+Added: Average Price Paid Per Security Total Number of Securities Purchased Pursuant to Publicly-Announced Plan
Total Dollar Amount Purchased Pursuant to Publicly-Announced Plan
Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan
−Removed: April 1 - April 30 (1)
+Added: July 1 - July 31
— — 1,065,491
−Removed: May 1 - May 31 — — — — 65,491
−Removed: June 1 - June 30 (2)
+Added: August 1 - August 31 — — — — 1,065,491
+Added: September 1 - September 30 (1)
1,146,803 20.1032 1,146,803 23,054 642,564
−Removed: (1) On February 22, 2022, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2022 ASR) to repurchase $300.0 million of our outstanding common stock.
−Removed: The 2022 ASR settled during the three months ended June 30, 2022 and we received an additional delivery of 837,001 shares of our common stock.
−Removed: The total dollar amount purchased pursuant to a publicly-announced plan is zero as we made the upfront payment of $300.0 million during the three months ended March 31, 2022.
−Removed: (2) In June 2022, our board of directors approved a $1.0 billion increase to our existing securities repurchase program.
−Removed: See Note 11, “Stockholders' Equity,” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q for additional information on the 2022 ASR and securities repurchase program.
−Removed: Aside from the 2022 ASR, we did not repurchase any of our securities during the three months ended June 30, 2022, other than in connection with the net share settlement of equity awards by holders in exchange for payments of statutory tax withholding amounts on behalf of the holders arising as a result of the vesting of equity awards.
+Added: (1) During the three months ended September 30, 2022, in addition to the $23.1 million repurchase of shares of our common stock, we also repurchased $399.9 million of the 2026 notes in privately-negotiated transactions resulting in total securities repurchases of $422.9 million.
+Added: See Note 8, “Convertible Senior Notes” and Note 11, “Stockholders' Equity,” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q for additional information on the securities repurchase program and the repurchase of the 2026 notes.
+Added: (2) In June 2022, our board of directors approved a $1.0 billion increase to our existing securities repurchase program authorizing the repurchase of up to $2.0 billion of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements.
+Added: The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, and other factors.
+Added: The repurchase program has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.
Incorporated by Reference
13 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: August 4, 2022 By:
+Added: November 1, 2022 By:
/S/ ANDREW BROWN
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.