filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
Our business has many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our common stock are described under “Risk Factors” in Item 1A of our 2022 Form 10-K. This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC.
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
Repurchases of Equity Securities
On December 2, 2021, we announced that our Board of Directors authorized the repurchase of up to $1.0 billion in aggregate value of our common stock and/or warrants from time to time. In June 2022, our Board of Directors authorized an increase in the size of the share repurchase program from $1.0 billion to $2.0 billion in aggregate value of our common stock and/or warrants. The repurchase authorization permits repurchases on a discretionary basis as determined by management, subject to market conditions, applicable legal requirements, available liquidity, compliance with the Company’s debt agreements and other appropriate factors. The share repurchase program expires on December 31, 2023. The following table provides information regarding purchases of our common stock made by us during the quarter ended June 30, 2023.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||||||||||||||
| April 1 - April 30 | 255,900 | $ | 79.36 | 255,900 | $ | 847 | ||||||||||||||||||||
| May 1 - May 31(a) | 910,368 | $ | 78.04 | 910,368 | $ | 776 | ||||||||||||||||||||
| June 1 - June 30 | 278,134 | $ | 80.64 | 278,134 | $ | 752 | ||||||||||||||||||||
| Total | 1,444,402 | $ | 78.77 | 1,444,402 |
(a)On May 26, 2023, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $50 million of shares of our common stock. Under the terms of the ASR agreement, we received an initial delivery of 515,265 shares representing approximately 80% of the expected total to be repurchased. Upon final settlement of the ASR agreement on July 31, 2023, we received an additional 108,556 shares of common stock which are not reflected in the table above.
| Item 3. Defaults Upon Senior Securities |
None.
| Item 4. Mine Safety Disclosures |
Not applicable. On March 20, 2023, we divested our mining assets to WildFire Energy I LLC.
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