Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table summarizes common stock repurchases made during the third quarter of 2023 (shares in millions):
Issuer Purchases of Equity Securities
Total Number of
Total
Shares Purchased as
Approximate Maximum
Number of
Average
Part of Publicly
Dollar Value of Shares that
Shares
Price Paid
Announced Plans or
May Yet be Purchased Under
Period
Purchased
per Share(a)
Programs
the Plans or Programs(a)
July 1 — 31 (b)
0.1
$
169.33
0.1
$
860 million
August 1 — 31 (c)
1.7
$
163.97
1.7
$
510 million
September 1 — 30 (c)
0.5
$
156.85
0.5
$
508.5 million
(d)
Total
2.3
$
157.42
2.3
(a) The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. We reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased. In the table above and footnotes below, the average price paid per share, total repurchase costs and approximate maximum dollar value of shares that may yet be purchased under the plans or programs exclude the 1% excise tax.
(b) In July 2023, we repurchased 0.1 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 $18 million, inclusive of per-share commissions, at a weighted average price of $169.33.
(c) In August 2023, we repurchased $350 million of our common stock pursuant to an accelerated share repurchase (“ASR”) agreement. At the beginning of the repurchase period, we delivered $350 million cash and received 1.7 million shares based on a stock price of $163.97. The ASR agreement completed in September 2023, at which time we received 0.5 million additional shares based on a final weighted average price of $156.87. In September 2023, after the completion of the ASR agreement, we repurchased 9,744 shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act for $1.5 million, inclusive of per share commissions, at a weighted average price of $153.93, which was paid in October 2023.
The “Average Price Paid per Share” in the table for September represents the final weighted average price per share paid for the August 2023 ASR agreement and the September 2023 open market transactions.
(d) As of September 30, 2023, the Company has authorization for $508.5 million of future share repurchases, exclusive of the 1% excise tax discussed above. 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.
Item 4. Mine Safety Disclosures.
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.
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