filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
The information presented below supplements the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2022. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A, "Risk Factors" in other reports we file with the Securities and Exchange Commission, from time to time, all of which could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those disclosed under the caption "Item 1A. Risk factors" to our annual report on Form 10-K for the year ended December 31, 2022.
| Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Securities |
The Company announced on February 4, 2016 that its Board approved a stock repurchase program (as updated from time to time, the "Program") authorizing the Company to repurchase its common stock from time to time until February 1, 2024. On October 25, 2022, the Company announced the Board increased the aggregate size of the Program by $1.0 billion to $7.1 billion. Since the beginning of the Program through September 30, 2023, 28,314,820 shares have been repurchased for an aggregate purchase price of $6.4 billion, leaving the Company up to $0.7 billion of remaining authorization available under the Program for future repurchases in shares of its common stock.
On August 18, 2023, as part of the Program, the Company entered an accelerated share repurchase ("ASR') agreement ("2023 ASR Agreement") with a third-party financial institution to repurchase $450 million of its common stock. Pursuant to the 2023 ASR Agreement, the Company delivered $450 million in cash and received 1,372,841 shares based on a stock price of $262.23 on August 18, 2023. The 2023 ASR Agreement was completed on September 26, 2023, at which time the Company received 293,588 additional shares based on a final weighted average per share purchase price during the repurchase period of $270.04.
The following table presents information as of September 30, 2023, with respect to purchases of common stock of the Company made during the three months ended September 30, 2023 by the Company as defined in Rule 10b-18(a)(3) under the Exchange Act.
| Period | Total Number of Shares Purchased****1 | Average Price Paid Per Share | Total Number of Shares Purchased as Part of the Publicly Announced Plan | Maximum Value that May Yet be Purchased Under the Publicly Announced Plan (in thousands) | ||||||||||||||||||||||
| July 1, 2023 through July 31, 2023 | 2,205 | $ | 252.53 | — | ||||||||||||||||||||||
| August 1, 2023 through August 31, 2023 | 1,676,985 | $ | 268.90 | 1,675,905 | ||||||||||||||||||||||
| September 1, 2023 through September 30, 2023 | 296,726 | $ | 270.06 | 293,588 | $ | 702,117 | ||||||||||||||||||||
| 1 During the quarter ended September 30, 2023, pursuant to our Stock Incentive Plan, we withheld 6,423 shares, at an average price per share of $258.10, in order to satisfy employees' tax withholding obligations in connection with the vesting of awards of restricted stock. |
| Item 3. Defaults Upon Senior Securities |
Not applicable.
| Item 4. Mine Safety Disclosures |
Not applicable.
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