Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The following table summarizes common stock repurchases made during the second quarter of 2022 (shares in millions):
+Added: The following table summarizes common stock repurchases made during the third quarter of 2022 (shares in millions):
Issuer Purchases of Equity Securities
7 unchanged sentences
the Plans or Programs
−Removed: April 1 — 30 (a)
−Removed: May 1 — 31 (a)
−Removed: June 1 — 30 (a)
−Removed: (a) In the first quarter of 2022, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $250 million of our common stock.
+Added: July 1 — 30 (a)
+Added: August 1 — 31 (b)
+Added: September 1 — 30 (b)
+Added: (a) In July 2022, we repurchased 233,319 shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act for $36 million, inclusive of per-share commissions, at a weighted average price of $153.60.
+Added: (b) In August 2022, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $500 million of our common stock.
At the beginning of the repurchase period, we delivered $500 million cash and received 2.4 million shares based on a stock price of $164.56.
−Removed: The ASR agreement completed in April 2022, at which time we received 0.3 million additional shares based on a final weighted average price of $153.14.
−Removed: In May 2022, under a new ASR agreement, we delivered $250 million cash and received 1.4 million shares based on a weighted average price of $161.55.
−Removed: The ASR agreement completed in June 2022 and we received 0.2 million additional shares based on a final weighted average price of $154.73.
−Removed: In June 2022, after the completion of the ASR agreement, we repurchased 0.2 million shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act for $24 million, inclusive of per-share commissions, at a weighted average price of $146.74, of which $4 million was paid in July 2022.
−Removed: (b) As of June 30, 2022, the Company has authorization for $976 million of future share repurchases.
+Added: The ASR agreement completed in September 2022, at which time we received 0.6 million additional shares based on a final weighted average price of $167.79.
+Added: In September 2022, after the completion of the ASR agreement, we repurchased 18,437 shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act for $3 million, inclusive of per-share commissions, at a weighted average price of $162.70, of which $2 million was paid in October 2022.
+Added: The “Average Price Paid per Share” in the table represents the final weighted average price per share paid for the ASR agreement executed in August 2022 and the September 2022 open market transactions.
+Added: (c) As of September 30, 2022, the Company has authorization for $437 million of future share repurchases.
Any future share repurchases pursuant to this authorization of our Board of Directors will be made at the discretion of management and will depend on factors similar to those considered by the Board of Directors in making dividend declarations, including our net earnings, financial condition and cash required for future business plans, growth and acquisitions.
1 unchanged sentence
Information concerning mine safety and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this quarterly report.
−Removed: Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 4.15% Senior Notes due 2032.
−Removed: Guarantee Agreement by WM Holdings in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 4.15% Senior Notes due 2032.
−Removed: $3.5 Billion Sixth Amended and Restated Revolving Credit Agreement dated as of May 27, 2022 by and among WMI, Waste Management of Canada Corporation, WM Quebec Inc.
−Removed: and WM Holdings, certain banks party thereto, and Bank of America, N.A., as administrative agreement [Incorporated by reference to Exhibit 10.1 to Form 8-K filed June 2, 2022].
−Removed: $1.0 Billion Term Loan Credit Agreement dated as of May 27, 2022 by and among WMI, WM Holdings, certain banks party thereto, and Bank of America, N.A., as administrative agent [Incorporated by reference to Exhibit 10.2 to Form 8-K filed June 2, 2022].
−Removed: Second Amendment to WMI 2014 Stock Incentive Plan.
Guarantor Subsidiary.
30 unchanged sentences
(Principal Accounting Officer)
−Removed: July 27, 2022
+Added: October 26, 2022
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.