Item 1A. Risk Factors

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Item 1A. Risk Factors

In addition to the other information set forth in this report, consideration should be given to the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. If any of those factors were to occur, they could materially adversely affect our business, financial condition or future results, and could cause actual results to differ materially from those expressed in forward-looking statements in this report. We have not had material changes with respect to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2021.

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

Issuer Purchases of Equity Securities

The following table presents the amount of our common share purchase activity for the periods indicated.


							Maximum dollar
						Total number of	value of shares
						shares purchased	that may yet be
	Total number of		Average			as part of publicly	purchased under
	shares		price paid			announced	the programs (in
Period	purchased (1)		per share			programs	millions) (2)
January 1, 2022 — January 31, 2022	826,763		$	74.04		800,656	$	2,595.1
February 1, 2022 — February 28, 2022	910,828	(3)	$	73.20		911,849	$	2,528.3
March 1, 2022 — March 31, 2022	9,497,205	(3)	$	65.93	(4)	9,107,538	$	1,789.5
April 1, 2022 — April 30, 2022	—		$	—		—	$	1,789.5
May 1, 2022 — May 31, 2022	—		$	—		—	$	1,789.5
June 1, 2022 — June 30, 2022	2,910,298		$	82.47	(4)	2,909,686	$	1,689.6
Total	14,145,094					13,729,729

(1)	Includes the number of shares of common stock utilized to execute certain stock incentive awards and shares purchased as part of publicly announced programs.

(2)	In June 2021, our Board authorized a share repurchase program of up to $1.2 billion of our outstanding common stock, which has no expiration. In January 2022, our Board of Directors authorized a $1.6 billion increase to the June 2021 share repurchase program authorization, which has no expiration.

(3)	Includes immaterial corrections related to the number of shares purchased to execute certain stock incentive awards.

(4)

In March 2022, we entered into an accelerated share repurchase program with a third party financial institution to repurchase $700.0 million of common stock. We received approximately 8.5 million shares at an initial cost of $560.0 million from our counterparty as of March 31, 2022. This program closed in June 2022 and an additional 1.4 million shares were delivered based on the $70.53 daily volume-weighted average price of our common stock, less a discount, during the term of the program.

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