UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS
−Removed: In May 2024, the Company commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase shares of the Company’s common stock for cash.
−Removed: The Tender Offer resulted in the purchase for cash of 5,275,862 shares of its common stock, representing 9.0% of the Company’s outstanding common stock, at a clearing price per share of $116.00, or an aggregate of $612 million, exclusive of transaction costs.
−Removed: The Tender Offer was part of the Company’s share repurchase program discussed below.
Upsizing of Share Repurchase Program
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In May 2024, the Board of Directors approved an increase of the remaining capacity under the Company’s share repurchase program to $1 billion through the end of 2025.
+Added: In September 2024, the Board of Directors increased the remaining capacity under the share repurchase program to $1.25 billion through December 31, 2026.
Repurchases may be made from time to time, at the Company’s discretion, in open market transactions at prevailing market prices, negotiated transactions, or other means in accordance with federal securities laws, and may be repurchased pursuant to a Rule 10b5-1 trading plan.
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The Company has no obligation to repurchase any amount of its common stock under the repurchase program.
−Removed: The following table contains information regarding our purchases of our common stock during the three months ended June 30, 2024:
−Removed: Period Total Number of Shares Purchased (a)
−Removed: Average Share Price (b)
−Removed: Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (millions) (c)
−Removed: April 1 to April 30, 2024 — $ — $ 262
−Removed: May 1 to May 31, 2024 — — 1,000
−Removed: June 1 to June 30, 2024 5,280,889 115.99 387
+Added: The following table contains information regarding our purchases of our common stock during the three months ended September 30, 2024:
+Added: Period Purchased Shares (a)
+Added: Share Price (b)
+Added: Remaining Purchase Amount (c)
+Added: July 1 to July 31, 2024 2,413,793 $ 116.00 $ 107
+Added: August 1 to August 31, 2024 — — 107
+Added: September 1 to September 30, 2024 146,033 144.83 1,229
Total 2,559,826 $ 117.64 $ 1,229
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(b) Average price paid per share for open market transactions excludes transaction costs and excise taxes.
−Removed: (c) Represents the approximate dollar value (in millions) of the remaining capacity under the Company’s share repurchase program.
+Added: (c) Represents the dollar value of shares (in millions) that may yet be purchased under the Company’s share repurchase program.
For a description of limitations on the payment of our dividends, see Note 2 to the Annual Financial Statements attached to the Registration Statement.
3 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.