Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table provides information relating to our repurchase of common stock, excluding excise tax, during the three months ended November 30, 2023:
+Added: The following table provides information relating to our repurchase of common stock, excluding excise tax, during the three months ended February 29, 2024:
+Added: Period Total Number
Purchased (1)
Average Price
−Removed: Paid per Share
−Removed: Total Number of
+Added: Paid per Share Total Number of
Shares Purchased
5 unchanged sentences
Under the Program (in millions) (2)
−Removed: September 1, 2023 – September 30, 2023
−Removed: October 1, 2023 – October 31, 2023
−Removed: November 1, 2023 – November 30, 2023
+Added: December 1, 2023 – December 31, 2023 1,101,820 $ 117.26 1,101,820 $ 1,871
+Added: January 1, 2024 – January 31, 2024 4,845,608 $ 126.94 4,844,813 $ 1,256
+Added: February 1, 2024 – February 29, 2024 600,453 $ 133.54 600,453 $ 1,176
+Added: Total 6,547,881 $ 125.91 6,547,086
(1) The purchases include amounts that are attributable to 795 shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock unit awards, their tax withholding obligations.
2 unchanged sentences
In September 2023, our Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $2.5 billion of our common stock as publicly announced in a press release on September 28, 2023.
−Removed: As part of the 2023 Share Repurchase Program, we entered into an accelerated share repurchase (“ASR”) agreement with a bank in September 2023 to repurchase $500 million of our common stock.
−Removed: During the first quarter of 2024, the ASR transaction was completed, and 3.9 million shares were delivered under the ASR agreement at an average price of $128.61.
−Removed: The final number of shares delivered upon settlement of the ASR agreement was determined based on a discount to the volume weighted average price of our common stock during the term of the agreement.
Defaults Upon Senior Securities
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.