Item 1A. Risk Factors

The disclosure below modifies the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. These risks and uncertainties, along with those previously disclosed, may cause our business prospects, results of operations and cash flows in future periods to differ materially from those currently expected or desired. Factors not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, results of operations and cash flows.

Risks Related to Our Business

The closing of the acquisition of Sirius is subject to various conditions, and if these conditions are not satisfied or waived, the acquisition will not be completed. Even if the acquisition is completed, achieving the anticipated benefits of the acquisition is subject to a number of uncertainties.

On October 15, 2021, the Company entered into a definitive agreement to acquire Sirius (the "Acquisition"). The parties’ obligations to complete the Acquisition are subject to the satisfaction or waiver of certain conditions, including, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. There can be no assurance that the required regulatory approvals will be obtained in a timely manner or at all, that the other conditions to the closing of the Acquisition will be satisfied or waived or that the Acquisition will be completed. The failure of either party to satisfy all of the required conditions could delay the completion of the Acquisition for a significant period of time or prevent it from occurring. Any delay in completing the Acquisition could cause us to not realize some or all of the benefits that we anticipate achieving if the Acquisition is successfully completed within the timeframe that we currently expect.

Additional risks and uncertainties associated with the Acquisition include, among other things, the occurrence of any event that could give rise to termination of the Acquisition agreement and the effect of the announcement of the Acquisition on our ability or Sirius’ ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties.

To the extent the Acquisition is not completed, we will have incurred expenses and diverted management time and resources from our ongoing business without realizing the accompanying benefits expected by our management. Moreover, even if the Acquisition is completed, achieving the anticipated benefits of the Acquisition, including cost and revenue synergies, is subject to a number of uncertainties, including that the anticipated benefits may not be fully realized or may take longer to realize than expected, that the Acquisition may not be accretive to the extent anticipated, and that the Company’s acquisition and integration of Sirius may involve unanticipated liabilities and costs.

Failure to consummate the Acquisition or to achieve the anticipated benefits of the Acquisition in the expected timeframe or at all could materially adversely affect our business, results of operations, cash flows and common stock price.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

On February 10, 2021, we announced that our Board of Directors authorized a $1.25 billion increase to our share repurchase program under which we may repurchase shares of our common stock in the open market through privately negotiated or other transactions, depending on share price, market conditions and other factors.

Information relating to the Company's purchases of its common stock during the three months ended September 30, 2021 is as follows:

(1)The amounts presented in this column are the remaining total authorized value to be spent after each month's repurchases.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.