filings.toolsItem 1A. Risk Factors.
4K characters. Original on sec.gov · Markdown
Item 1A. Risk Factors.
Other than factual updates discussed in this Quarterly Report on Form 10-Q, there have been no material changes for the period covered by this Quarterly Report on Form 10-Q to the risk factors disclosed in Part I, Item 1A, of our 2021 Annual Report on Form 10-K.
**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds.
Stock repurchases may be made from time to time in open market transactions, privately negotiated transactions, accelerated share repurchase (“ASR”) programs, or by combinations of such methods, any of which may use pre-arranged trading plans that are designed to meet the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, corporate and regulatory requirements, restrictions under the Company’s debt obligations, and other market and economic conditions.
In May 2021, the Company entered into an ASR program with a third-party financial institution to repurchase $1.0 billion of the Company’s common stock. The total number of shares repurchased under this ASR program was 5.2 million shares at an average price per share of $193.22. The Company received 4.3 million shares as the initial share settlement, and in August 2021 the Company received an additional 0.9 million shares upon the completion of this ASR program.
During the three months ended December 31, 2021, the Company repurchased an additional 3.3 million of the Company’s shares for $728 million through open market transactions at an average price per share of $223.89, of which $30 million was accrued at December 31, 2021 within “Other accrued liabilities” in the Company’s Condensed Consolidated Balance Sheet for share repurchases executed in late December and settled in early January. Additionally, during the three months ended September 30, 2021, the Company repurchased 1.4 million of the Company’s shares for $280 million through open market transactions at an average price per share of $203.20. There were no open market share repurchases during the three months ended June 30, 2021.
On December 8, 2021, the Company announced that the Board approved an increase of $4.0 billion in the authorization for repurchase of McKesson common stock. The total remaining authorization outstanding for repurchases of the Company’s common stock was $4.8 billion at December 31, 2021.
McKESSON CORPORATION
The following table provides information on the Company’s share repurchases during the three months ended December 31, 2021.
| Share Repurchases (1) | |||||||||||||||||||||||
| (In millions, except price per share) | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased As Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs | |||||||||||||||||||
| October 1, 2021 – October 31, 2021 | 0.6 | $ | 202.97 | 0.6 | $ | 1,391 | |||||||||||||||||
| November 1, 2021 – November 30, 2021 | 1.3 | 222.50 | 1.3 | 5,112 | |||||||||||||||||||
| December 1, 2021 – December 31, 2021 | 1.4 | 233.37 | 1.4 | 4,778 | |||||||||||||||||||
| Total | 3.3 | 3.3 |
(1)This table does not include the value of equity awards surrendered to satisfy tax withholding obligations.
**Item 3.**Defaults Upon Senior Securities.
None.
**Item 4.**Mine Safety Disclosures.
Not applicable.
Previous: Item 4. Controls and Procedures. · Next: Item 5. Other Information.