filings.toolsItem 1A. Risk Factors.
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Item 1A. Risk Factors.
Our business is subject to a variety of risks and uncertainties that are difficult to predict and many of which are outside of our control. For a detailed discussion of the risks that affect our business, refer to Item 1A. Risk Factors of Part I of our 2022 Annual Report. As of the date of this filing, there have been no material changes to the risk factors previously described in our 2022 Annual Report. The matters specifically identified are not the only risks and uncertainties facing our company, and risks and uncertainties not known to us or not specifically identified also may impair our business operations. If any of these risks and uncertainties occur, our business, financial condition, results of operations and cash flows could be negatively affected, which could negatively impact the value of an investment in our company.
**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities During the Second Quarter of 2023
The following table contains information about our purchases of equity securities during the three months ended June 30, 2023.
| Period | Total Number of Shares Purchased (1)(2) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (1) | ||||||||||||||||||||||
| April 1 - 30, 2023 | ||||||||||||||||||||||||||
| Open Market Stock Repurchases (1) | — | $ | — | — | $ | 345,073,142 | ||||||||||||||||||||
| Tax Withholding Obligations (2) | 9,050 | $ | 162.01 | — | ||||||||||||||||||||||
| May 1 - 31, 2023 | ||||||||||||||||||||||||||
| Open Market Stock Repurchases (1) | — | $ | — | — | $ | 345,073,142 | ||||||||||||||||||||
| Tax Withholding Obligations (2) | 2,189 | $ | 171.36 | — | ||||||||||||||||||||||
| June 1 - 30, 2023 | ||||||||||||||||||||||||||
| Open Market Stock Repurchases (1) | — | $ | — | — | $ | 345,073,142 | ||||||||||||||||||||
| Tax Withholding Obligations (2) | 1,230 | $ | 190.51 | — | ||||||||||||||||||||||
| Total | 12,469 | — |
(1)On May 24, 2023, we issued a press release announcing that our Board of Directors approved a stock repurchase program that authorizes us to purchase, from time to time through June 30, 2026, up to $500 million of our outstanding common stock (the 2023 Program). The 2023 Program became effective on July 1, 2023, upon expiration of our stock repurchase program that was announced on August 6, 2020 that authorized us to purchase, from time to time through June 30, 2023, up to $500 million of our outstanding common stock (the 2020 Program). Through June 30, 2023, we had acquired approximately 1.4 million shares of our outstanding common stock in the open market for a total cost of approximately $154.9 million under the 2020 Program. Repurchases under the 2023 Program can be made in open market and privately negotiated transactions, at our discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. The 2023 Program does not obligate us to acquire any specific amount of common stock and may be modified or terminated by our Board of Directors at any time at its sole discretion and without notice.
(2)Includes shares purchased from employees to satisfy tax withholding obligations in connection with the vesting of restricted stock unit and performance stock unit awards or the settlement of previously vested but deferred restricted stock unit and performance stock unit awards.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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