Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On May 4, 2021, the Board of Directors approved a share repurchase program authorizing the purchase of up to $1 billion of common stock.
−Removed: The authorization is effective for 36 months.
+Added: On June 17, 2023, the Board of Directors approved a share repurchase program authorizing the purchase of up to $1 billion of common stock (the "Maximum Amount").
+Added: The share repurchase program will be in effect from June 17, 2023 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company's Board of Directors.
The share repurchase program permits shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options).
The number of shares to be repurchased, and the timing of any repurchases, will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
−Removed: The share repurchase program may be suspended, amended or discontinued at any time.
−Removed: The following table summarizes the common stock repurchases under the previous program for the three month period ended April 2, 2023:
+Added: During the three month period ended July 2, 2023, the Company entered into an accelerated share repurchase agreement (the "ASR Agreement") to repurchase an aggregate of $500.0 million of the Company's common stock under the Company's new share repurchase program.
+Added: Pursuant to the agreement, the Company paid $500.0 million at inception and took delivery of 5.3 million shares which represented 80% of the total shares the Company expected to receive based on the market price at the time of the initial stock transaction.
+Added: Upon settlement of the ASR agreement, the final number of shares to be delivered will be determined with reference to the volume weighted average price per share of our common stock over the term of the agreement, less a negotiated discount.
+Added: The final settlement of the transaction under the agreement is expected to occur no later than December 20, 2023.
+Added: The following table summarizes the common stock repurchases for the three month period ended July 2, 2023:
of Shares Purchased
3 unchanged sentences
Yet Be Purchased
−Removed: As of January 1, 2023 2,239,367 $ 95.72 2,239,367 $ 785,647,294
−Removed: January 2, 2023 to January 29, 2023 — — — 785,647,294
−Removed: January 30, 2023 to February 26, 2023 — — — 785,647,294
−Removed: February 27, 2023 to April 2, 2023 — — — 785,647,294
−Removed: As of April 2, 2023 2,239,367 $ 95.72 2,239,367 $ 785,647,294
+Added: April 3, 2023 to April 30, 2023 — $ — — $ —
+Added: May 1, 2023 to May 28, 2023 — — — —
+Added: May 29, 2023 to July 2, 2023 5,343,308 74.86 5,343,308 500,000,000
+Added: As of July 2, 2023 5,343,308 $ 74.86 5,343,308 $ 500,000,000
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.