Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the risk factors disclosed in our Form 10-K for the year ended December 31, 2020. These risks could materially and adversely affect our business, financial condition, results of operations (including revenues and profitability), and/or stock price. Our business also could be affected by risks that we are not presently aware of or that we currently consider immaterial to our operations.

It****em 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities – The following table presents common stock repurchases during each month for the third quarter of 2021:

*[a]*Total number of shares purchased during the quarter includes 4,062 shares delivered or attested to UPC by employees to pay stock option exercise prices, satisfy excess tax withholding obligations for stock option exercises or vesting of retention units, and pay withholding obligations for vesting of retention shares.

*[b]*In the period of the final settlement, the average price paid under the accelerated share repurchase programs is calculated based on the total program value less the value assigned to the initial delivery of shares. The average price of the completed 2021 accelerated share repurchase programs was $217.56.

*[c]*Total number of shares purchased as part of a publicly announced plan or program includes 1,983,859 shares repurchases in September under ASRs. See Note 16 to the Condensed Consolidated Financial Statements for additional information.

*[d]*Effective April 1, 2019, our Board of Directors authorized the repurchase of up to 150 million shares of our common stock by March 31, 2022. These repurchases may be made on the open market or through other transactions. Our management has sole discretion with respect to determining the timing and amount of these transactions.

Ite****m 3. Defaults Upon Senior Securities

None.

It****em 4. Mine Safety Disclosures

Not Applicable.

Table of Contents