Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The following table summarizes common stock repurchases made during the third quarter of 2023 (shares in millions):
+Added: The following table summarizes common stock repurchases made during the first quarter of 2024 (shares in millions):
Issuer Purchases of Equity Securities
7 unchanged sentences
the Plans or Programs(a)
−Removed: July 1 — 31 (b)
−Removed: August 1 — 31 (c)
−Removed: September 1 — 30 (c)
−Removed: 508.5 million
−Removed: (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.
−Removed: We reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased.
−Removed: 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.
−Removed: (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.
−Removed: (c) In August 2023, we repurchased $350 million of our common stock pursuant to an accelerated share repurchase (“ASR”) agreement.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: (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.
−Removed: 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.
+Added: January 1 — 31
+Added: February 1 — 29 (b)
+Added: (a) 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.
+Added: (b) In October 2023, we executed an accelerated share repurchase (“ASR”) agreement to repurchase $300 million of our common stock.
+Added: At the beginning of the repurchase period, we delivered $300 million in cash and initially received 1.5 million shares based on a stock price of $161.38.
+Added: The ASR agreement completed in February 2024, at which time we received 0.2 million additional shares based on a final weighted average price of $175.29.
+Added: In February 2024, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $250 million of our common stock.
+Added: At the beginning of the repurchase period, we delivered $250 million cash and initially received 1.0 million shares based on a stock price of $199.16.
+Added: The ASR agreement completed in April 2024, and we received 0.2 million additional shares based on a final weighted average price of $206.23.
+Added: The average price per share reported in the table reflects the weighted average price of (i) the final share delivery from the October 2023 ASR, which was made in February 2024, and (ii) the initial share delivery of the February 2024 ASR.
+Added: (c) As of March 31, 2024, the Company has authorization for $1.25 billion of future share repurchases.
+Added: The amount of future share repurchases executed under our Board of Directors’ authorization is determined in management’s discretion, based on various factors, including our net earnings, financial condition and cash required for future business plans, growth and acquisitions.
+Added: Defaults Upon Senior Securities.
Mine Safety Disclosures.
1 unchanged sentence
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.