Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: (c) The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended June 29, 2024:
+Added: (c) The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended December 28, 2024:
per Share (1)
1 unchanged sentence
Programs Maximum
−Removed: March 31, 2024 - April 30, 2024
−Removed: 3,127,592 $ 115.33 3,127,592 388 million
−Removed: May 1, 2024 - May 31, 2024
−Removed: 6,421,513 104.35 6,421,513 381 million
−Removed: June 1, 2024 - June 29, 2024
−Removed: 4,624,500 101.42 4,624,500 377 million
+Added: September 29, 2024 - October 31, 2024 875,000 $ 95.03 875,000 371 million
+Added: November 1, 2024 - November 30, 2024 2,396,500 113.21 2,396,500 368 million
+Added: December 1, 2024 - December 28, 2024 3,926,500 114.13 3,926,500 364 million
Total 7,198,000 111.50 7,198,000 364 million
2 unchanged sentences
The repurchase program does not have an expiration date.
+Added: On October 9, 2024, 271,037 shares of common stock were issued in a privately negotiated sale to a service provider, at a price of $92.2382 per share, which was determined by applying a volume weighted average price over a period of 30 business days, in satisfaction of contractual obligations of the Company undertaken in a commercial agreement entered into in the ordinary course of business.
+Added: The shares were offered and issued in accordance with Section 4(a)(2) of the Securities Act of 1933, as amended.
+Added: The shares issued are subject to restrictions which, among other things, are designed to assure that any resales will occur in reliance on an applicable exemption under the Securities Act.
Rule 10b5-1 Trading Arrangements
−Removed: On May 10, 2024 and May 17, 2024 , respectively, Horacio E.
−Removed: Gutierrez , the Company’s Senior Executive Vice President, Chief Legal and Compliance Officer , and Sonia L.
−Removed: Coleman , the Company’s Senior Executive Vice President, Chief Human Resources Officer , each adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
−Removed: Gutierrez’s trading plan provides for the sale of up to 65,401 gross shares (which includes shares vesting during the duration of the trading plan pursuant to certain equity awards previously granted to Mr.
−Removed: Gutierrez and shares underlying performance-based equity awards calculated at target), plus any related dividend-equivalent shares subsequently earned with respect to such shares and excluding any shares withheld to satisfy tax withholding obligations in connection with the net settlement of the equity awards.
−Removed: Coleman’s trading plan provides for the sale of up to 12,294 gross shares (which includes shares vesting during the duration of the trading plan pursuant to certain equity awards previously granted to Ms.
−Removed: Coleman), plus any related dividend-equivalent shares subsequently earned with respect to such shares and excluding any shares withheld to satisfy tax withholding obligations in connection with the net settlement of the equity awards.
−Removed: Gutierrez’s trading plan is scheduled to terminate on August 13, 2025 and Ms.
−Removed: Coleman’s trading plan is scheduled to terminate on April 1, 2025 , in each case subject to early termination.
−Removed: Data Compromise
−Removed: The Company is conducting an ongoing investigation of the exfiltration and unauthorized release of over a terabyte of data from one of the communication systems used by the Company.
−Removed: The Company has notified a data protection regulator and may make future notifications to other data protection regulators and individuals regarding impacted employee information.
−Removed: The incident has not had a material impact on the Company’s operations.
−Removed: Based on the investigation to date, the Company does not expect the incident to have a material impact on the Company, including its financial condition or results of operations.
+Added: On December 13, 2024 , Brent A.
+Added: Woodford , the Company’s Executive Vice President, Controllership, Financial Planning and Tax , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
+Added: Woodford’s trading plan provides for the potential exercise of vested stock options granted to Mr.
+Added: Woodford on December 17, 2015, December 21, 2016 and December 19, 2017, which will expire on December 17, 2025, December 21, 2026 and December 19, 2027, respectively, and the associated sale of up to 61,245 shares of the Company’s common stock, excluding any shares used to effect a cashless exercise or withheld to satisfy tax withholding obligations in connection with the exercise or net settlement of the option awards.
+Added: Woodford’s trading plan is scheduled to terminate on December 21, 2026 , subject to early termination .
INDEX OF EXHIBITS
1 unchanged sentence
(Numbers Coincide with Item 601 of Regulation S-K) Document Incorporated by Reference from a Previous Filing or Filed Herewith, as Indicated below
+Added: F orm of Non-Qualified Stock Option Award Agreement †
+Added: Filed herewith
+Added: 10.2 F orm of Restricted Stock Unit Award Agreement (Time-Based Vesting) †
+Added: Filed herewith
+Added: 10.3 F orm of Performance-Based Restricted Stock Unit Award Agreement (Three -Year Vesting subject to ROIC/TSR/EPS Tests) †
+Added: Filed herewith
22 List of Guarantor Subsidiaries
6 unchanged sentences
32(b) Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 *
−Removed: 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL):
−Removed: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) related notes Filed herewith
+Added: 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL):
+Added: (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) related notes Filed herewith
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith
* This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
+Added: † Management Contract or compensatory plan or arrangement.
Pursuant to the requirements 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.
2 unchanged sentences
Chief Financial Officer
−Removed: August 7, 2024
+Added: February 5, 2025
Burbank, California
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.