filings.toolsItem 1A. RISK FACTORS
4K characters. Original on sec.gov · Markdown
Item 1A. RISK FACTORS
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information about Cigna's share repurchase activity for the quarter ended September 30, 2022:
| Period | Total # of shares purchased (1) | Average price paid per share (1) | Total # of shares purchased as part of publicly announced program (2) | Approximate dollar value of shares that may yet be purchased as part of publicly announced program (3) | ||||||||||||||||||||||
| July 1-31, 2022 | 10,450,133 | (1) | 10,446,592 | $ | 5,323,335,866 | |||||||||||||||||||||
| August 1-31, 2022 | 557 | $ | 294.64 | — | $ | 5,323,335,866 | ||||||||||||||||||||
| September 1-30, 2022 | 1,479 | $ | 284.43 | — | $ | 5,323,335,866 | ||||||||||||||||||||
| Total | 10,452,169 | (1) | 10,446,592 | N/A |
*(1)*Includes shares tendered by employees under the Company's equity compensation plans as follows: 1) payment of taxes on vesting of restricted stock (grants and units) and strategic performance shares and 2) payment of the exercise price and taxes for certain stock options exercised. Employees tendered 3,541 shares in July, 557 shares in August and 1,479 shares in September 2022. Amount purchased in July 2022 also reflects the initial delivery of 10.4 million shares pursuant to the ASR agreements discussed in the Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2. Such repurchase was made pursuant to the Company's share repurchase program described in note (2) below. Average price paid per share for the period July 1 - July 31, 2022 for shares not purchased pursuant to the ASR agreements was $270.27.
*(2)*Additionally, the Company maintains a share repurchase program authorized by the Board of Directors. Under this program, the Company may repurchase shares from time to time, depending on market conditions and alternate uses of capital. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and alternate uses of capital. The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases, each in compliance with Rule 10b-18 under the Exchange Act, or privately negotiated transactions. The program may be suspended or discontinued at any time and does not have an expiration date. From October 1, 2022 through November 2, 2022, we did not repurchase shares except for the 1.9 million shares we expect to receive as final settlement of the ASR agreements discussed in the Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2 of this Quarterly Report on Form 10-Q. The total number of shares of our common stock repurchased under the ASR agreements is expected to be 12.3 million. Such repurchases were made pursuant to the Company's share repurchase program described above. Share repurchase authority was $5.3 billion as of November 2, 2022.
*(3)*Approximate dollar value of shares is as of the last date of the applicable month.
Previous: Item 4. CONTROLS AND PROCEDURES · Next: Item 5. OTHER INFORMATION