Item 1A. Risk Factors.

We face a number of risks that could materially and adversely affect our business, results of operations, cash flow, liquidity or financial condition. A discussion of our risk factors can be found in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021. Readers should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. During the three months ended March 31, 2022, there were no material changes to our previously disclosed risk factors.

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

A summary of the Company’s first quarter activity is as follows:


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan	Maximum Number of Shares That May Yet Be Purchased Under the Plan
January 1 - January 31
Share repurchase program (1)	550,000	$	297.66	550,000	48,025,000
Employee transactions (2)	—	$	—		N/A


February 1 - February 28
Share repurchase program (1)	625,000	$	277.51	625,000	47,400,000
Employee transactions (2)	124,481	$	272.67		N/A
Shares sold (3)	(75,000)	$	293.73		N/A

March 1 - March 31
Share repurchase program (1)	275,000	$	254.39	275,000	47,125,000
Employee transactions (2)	—	$	—		N/A


Quarter Total
Share repurchase program (1)	1,450,000	$	280.77	1,450,000	47,125,000
Employee transactions (2)	124,481	$	272.67		N/A
Shares sold (3)	(75,000)	$	293.73		N/A

(1)Shares were purchased through the Company’s publicly announced share repurchase program. There is no expiration date specified for the program.

(2)Shares were delivered to satisfy the exercise price and/or tax withholding obligations by employees who exercised stock options or had restricted stock units vest.

(3)In 2019, 900,000 shares were transferred from the Company’s terminated domestic defined benefit pension plan surplus assets to a suspense account held within a trust for the qualified replacement plan. In accordance with US GAAP (ASC Topic 715), the transferred shares were treated as treasury stock. In the three months ended March 31, 2022, the remaining 75,000 shares were sold.

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