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. While 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, we are updating the risk factor set out below.

Changes in tax laws could increase our tax costs and reduce sales of our insurance, annuity and investment products.

Many of the insurance, annuity and investment products we issue receive favorable tax treatment under current U.S. federal income tax laws. Changes in U.S. federal income tax laws could reduce or eliminate the tax advantages of certain of our products, thus making these products less attractive to our customers. This may lead to a reduction in sales and deposits, which may adversely impact our profitability.

In addition, we benefit from certain tax items, including but not limited to, dividends received deductions, tax credits (such as foreign tax credits), tax-exempt bond interest and insurance reserve deductions. From time to time, the U.S. Congress, as well as foreign, state and local governments, consider legislative changes that could reduce or eliminate the benefits associated with these and other tax items. The Organisation for Economic Co-operation and Development has released proposed policies around base erosion and profit shifting and modernizing global tax systems originally designed to only account for physical presence. Our profitability could be negatively impacted as legislation is adopted by participating countries. We continue to evaluate the impact potential tax reform proposals may have on our future results of operations and financial condition.

On August 16, 2022, the IRA 2022 was enacted by the U.S. government. IRA 2022 contains several provisions, including the implementation of the Book Minimum Tax and an excise tax on stock repurchases by certain corporations. Uncertainty remains regarding the continued implementation of and potential adjustments to IRA 2022 and it is uncertain whether IRA 2022 will result in a material effect on our business operations, profitability or our ability to engage in certain capital expenditures.

For a further discussion of tax matters, see Item 8. “Financial Statements and Supplementary Data, Notes to Consolidated Financial Statements, Note 8, Income Taxes.”

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
July 1, 2022 — July 31, 2022	748,272		$	66.87		748,272	$	1,639.5
August 1, 2022 — August 31, 2022	4,056,564		$	78.98	(5)	4,051,659	$	1,239.5
September 1, 2022 — September 30, 2022	1,179,825		$	67.91	(5)	1,178,183	$	1,239.5
Total	20,129,755					19,707,843

(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 was completed in August 2022.

(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.

(5)

In August 2022, we entered into an accelerated share repurchase program with a third party financial institution to repurchase $400.0 million of common stock. We received approximately 4.1 million shares at an initial cost of $320.0 million from our counterparty as of August 16, 2022, which was recorded in treasury stock. This program closed in September 2022, at which time an additional 1.2 million shares were delivered based on the $76.48 daily volume-weighted average price of our common stock, less a discount, during the term of the program.

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