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Issuer Purchases of Equity Securities
−Removed: The following table provides information about our purchases during the quarter ended December 31, 2023 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act.
+Added: The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended December 31, 2024.
2024 Total Number of Shares Purchased
9 unchanged sentences
On October 24, 2023, we entered into accelerated share repurchase (ASR) agreements with certain financial institution counterparties to repurchase shares of our common stock for an aggregate purchase price of $10 billion.
−Removed: Pursuant to the ASR agreements, we made aggregate payments of $10 billion on October 26, 2023, and received initial deliveries of approximately 108.4 million shares of our common stock at a price of $78.38 per share, representing approximately 85% of the shares expected to be repurchased.
−Removed: We funded the payments with borrowings under a bridge credit agreement, which was repaid with the proceeds from term loan facilities, proceeds from issuances of long-term debt in the fourth quarter of 2023 and cash on hand.
−Removed: The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements.
−Removed: Upon final settlement of the ASR, under certain circumstances, each of the counterparties may be required to deliver additional shares of common stock, or we may be required to deliver shares of common stock or to make a cash payment to the counterparties, at our election.
−Removed: The final settlement of each transaction under the ASR agreements is scheduled to occur no later than the third quarter of 2024 and in each case may be accelerated at the option of the applicable counterparty.
−Removed: We may also reacquire shares outside of the program in connection with the surrender of shares to cover taxes on vesting of restricted stock, and as required under our employee savings plan.
+Added: The ASR agreements provided for the repurchase of our common stock based on the average of the daily volume-weighted average prices of our common stock during the term of such ASR agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements.
+Added: Pursuant to the ASR agreements, we made aggregate payments of $10 billion on October 26, 2023, and received initial deliveries of approximately 108.4 million shares of our common stock at a price of $78.38 per share, which, on that date, represented approximately 85% of the shares expected to be repurchased.
+Added: The shares associated with the remaining portion of the aggregate purchase price have been settled over two tranches.
+Added: In July 2024, the first tranche was settled upon final delivery to us of 0.4 million shares of common stock.
+Added: In September 2024, with respect to the second tranche, we owed 2.2 million shares of common stock that we elected to cash settle for $261 million.
+Added: The cash payment required as a result of the second tranche settlement was due to the significant increase in the price of our common stock during the ASR term.
+Added: The final average price under the ASR was $94.28 per share.
+Added: We may also reacquire shares outside of the program in connection with the surrender of shares to cover taxes on vesting of restricted stock.
Our ability to repurchase shares is subject to applicable law.
−Removed: During the quarter ended December 31, 2023, we repurchased 486 thousand shares outside of the program related to our employee savings plan.
+Added: During the quarter ended December 31, 2024, we did not repurchase shares outside of the program.
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