Item 1A. Risk Factors

A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended December 31, 2023 and of our Quarterly Report on Form 10-Q for our quarter ended June 30, 2024. There have been no material changes to our Risk Factors as previously reported.

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

Issuer Purchases of Equity Securities

(a) In December 2023, the Board of Directors approved a stock repurchase program providing for up to $1.0 billion of repurchases of our common stock. In August 2024, the Board of Directors approved an additional $1.5 billion of repurchases under this program. Repurchases under the program may be made on the open market, including pursuant to a Rule 10b5-1 plan, and in privately negotiated transactions. The repurchase program does not have an expiration date.

(b) In August 2024, we entered into a $500.0 million accelerated share repurchase ("ASR") agreement and received, on September 5, 2024, an initial delivery of 5.8 million shares of our common stock, representing approximately 80 percent of the total contract value. At the conclusion of the ASR agreement, we may receive additional shares or may be required to pay additional cash or shares (at our election). The final settlement is based on the volume-weighted average price over the term of the agreement, less a discount. The ASR has a scheduled termination date of December 27, 2024. Shares purchased pursuant to the ASR agreement are presented in the table above in the periods in which they were received.