Item 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and related notes, you should carefully consider the risks discussed in “Part I, Item 1A – Risk Factors” in our Form 10-K. If any of these risks occur or continue to occur, our business, reputation, financial condition and/or operating results could be materially adversely affected. We also note that the risk factors described in this report and our Form 10-K are not the only risks facing our Company, and such additional risks or uncertainties that we currently deem to be immaterial or are unknown to us could negatively impact our business, operations, or financial results.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchase Programs

On November 2, 2022, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock (the “November 2022 Repurchase Plan”). During the three-months ended September 30, 2024, the Company repurchased approximately 0.7 million shares of its common stock at an average purchase price of $49.83 per share, for a total amount of approximately $34.7 million, which exhausted the availability under the November 2022 Repurchase Plan.

On November 7, 2023, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock (the “November 2023 Repurchase Plan”). During the three-months ended September 30, 2024, the Company repurchased approximately 10.6 million shares of its common stock at an average purchase price of $47.16 per share, for a total amount of approximately $500.0 million, which exhausted the availability under the November 2023 Repurchase Plan.

On August 19, 2024, the Company’s Board of Directors authorized a share repurchase program for the purchase of up to an additional $500.0 million of the Company’s outstanding common stock (the “August 2024 Repurchase Plan”). During the three-months ended September 30, 2024, no shares were repurchased under the August 2024 Repurchase Plan. As of November 6, 2024, $500.0 million remained available for repurchase under the August 2024 Repurchase Plan.

The aggregate amount of the Company’s outstanding common stock that remains available for repurchase under all previously authorized repurchase plans is $500.0 million as of November 6, 2024.

The following tabular summary reflects the Company’s repurchase activity during the quarter ended September 30, 2024.


					Maximum Number (or
					Approximate Dollar
				Total Number of	Value) of Shares that
				Shares Purchased	May Yet Be Purchased
	Total Number			as Part of Publicly	Under the Plans or
	of Shares	Average Price		Announced Plans	Programs
Period	Purchased	per Share1		or Programs1	(In thousands)
Jul 1 – Jul 31, 2024	3,876,692	$	49.60	3,876,692	$	342,400
Aug 19, 2024 Authorization					$	500,000
Aug 1 – Aug 31, 2024	7,422,440	$	46.13	7,422,440	$	500,000
Sep 1 – Sep 30, 2024	—	$	—	—	$	500,000

1 On November 3, 2022, November 8, 2023, and August 19, 2024, the Company publicly announced that its Board of Directors authorized the November 2022 Repurchase Plan, the November 2023 Repurchase Plan, and the August 2024 Repurchase Plan, respectively. Board authorizations of the repurchase plans remain in effect until shares in the amount authorized thereunder have been repurchased. During the three-months ended September 30, 2024, both the November 2022 Repurchase Plan and the November 2023 Repurchase Plan were exhausted. See Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” above for more information.

Tender Offer

On May 1, 2024, the Board of Directors authorized the Company to execute a modified “Dutch auction” tender offer to repurchase up to $3.0 billion of its outstanding shares of common stock. On May 8, 2024, the Company commenced the tender offer, with such offer expiring on June 5, 2024. On June 10, 2024, the Company accepted for purchase a total of approximately 56.6 million shares of common stock at a purchase price of $53.00 per share, for an aggregate purchase price of approximately $3.0 billion. The repurchase was funded with approximately $2.25 billion of cash on hand and approximately $750 million in borrowings. The cost of these shares and the fees relating to the tender offer are included in common stock in treasury in the accompanying condensed consolidated balance sheet at September 30, 2024.

**ITEM 3.**DEFAULTS UPON SENIOR SECURITIES

None.

**ITEM 4.**MINE SAFETY DISCLOSURES

Not applicable.

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