Unregistered Sales of Equity Securities and Use of Proceeds
+Added: On June 22, 2022, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2022 Repurchase Program”), which was approximately 9% of the total shares of our outstanding common stock at that time.
+Added: During the third quarter of 2022, we did not repurchase any shares under the 2022 Repurchase Program, and as of September 30, 2022, 30 million shares remained under the 2022 Repurchase Program.
On January 29, 2020, the Board of Directors approved a share repurchase program authorizing the purchase of 30 million shares (the “2020 Repurchase Program”), which was approximately 12% of the total shares of our outstanding common stock at that time.
−Removed: During the second quarter of 2022, we repurchased 3.8 million shares under the 2020 Repurchase Program and, as of June 30, 2022, 11.7 million shares remained under the 2020 Repurchase Program.
+Added: During the third quarter of 2022, we repurchased 10.5 million shares under the 2020 Repurchase Program, which included 4.7 million shares from the conclusion of our accelerated share repurchase (“ASR”) agreements that we entered into on March 1, 2022 and May 13, 2022 and 5.8 million shares received from our ASR agreements that we entered into on August 9, 2022.
+Added: Further discussion relating to our ASR agreements can be found in Note 8 - Equity .
+Added: As of September 30, 2022, 1.3 million shares remained under the 2020 Repurchase Program.
Repurchased shares may be used for general corporate purposes, including the issuance of shares for stock compensation plans and to offset the dilutive effect of the exercise of employee stock options.
−Removed: Our 2020 Repurchase Program has no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on
−Removed: market conditions.
−Removed: The following table provides information on our purchases of our outstanding common stock during the second quarter of 2022 pursuant to our 2020 Repurchase Program (column c).
+Added: Our 2020 and 2022 Repurchase Programs have no expiration date and purchases under this program may be made from time to time on the open market and in private transactions, depending on market conditions.
+Added: The following table provides information on our purchases of our outstanding common stock during the third quarter of 2022 pursuant to our 2020 and 2022 Repurchase Programs (column c).
In addition to these purchases, the number of shares in column (a) include shares of common stock that are tendered to us to satisfy our employees’ tax withholding obligations in connection with the vesting of awards of restricted shares (we repurchase such shares based on their fair market value on the vesting date).
2 unchanged sentences
Part of Publicly Announced Programs (d) Maximum Number of Shares that may yet be Purchased Under the Programs
−Removed: April 1 — April 30, 2022 6 $ 407.88 — 15.5 million
−Removed: May 1 — May 31, 2022 1
+Added: July 1 — July 31, 2022 1
2,941,644 $ 360.49 2,940,475 38.8 million
−Removed: June 1 — June 30, 2022 872 335.61 — 11.7 million
+Added: August 1 — August 31, 2022 2, 3
+Added: 7,540,338 358.60 7,539,453 31.3 million
+Added: September 1 — September 30, 2022 397 350.23 — 31.3 million
Total — Quarter 1, 2, 3
10,482,379 $ 359.78 10,479,928 31.3 million
−Removed: 1 Average price paid per share information does not include the accelerated share repurchase transaction as discussed in more detail above.
+Added: 1 Includes 2.7 million and 0.2 million shares received from the conclusion of our ASR agreements that we entered into on March 1, 2022 and May 13, 2022, respectively.
+Added: 2 Includes 1.4 million and 0.4 million shares received from the conclusion of our ASR agreements that we entered into on March 1, 2022 and May 13, 2022, respectively.
+Added: 3 Includes 5.8 million shares received from the initiation of our ASR agreement that we entered into on August 9, 2022.
+Added: Average price paid per share information does not include this accelerated share repurchase transaction.
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.