Item 1A. RISK FACTORS

There have been no material changes to the risk factors discussed in Part I, Item 1A Risk Factors in our 2020 Form 10-K, except as set forth below.

Holders of our preferred stock may have interests and rights that are different from our common stockholders.

We are permitted under our certificate of incorporation to issue up to 100,000,000 shares of preferred stock. We can issue shares of our preferred stock in one or more series and can set the terms of the preferred stock without seeking any further approval from our common stockholders. Any preferred stock that we issue may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock, which could dilute the value of our common stock to current stockholders and could adversely affect the market price of our common stock. As of October 15, 2021 (Initial Issuance Date), 1,000,000 shares of Series A Preferred Stock are issued and outstanding. The Series A Preferred Stock represents a perpetual equity interest in the Company and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date; provided, the Company may redeem the Series A Preferred Stock at the specified times (or upon certain specified events) at the applicable redemption price set forth in the certificate of designation of the Series A Preferred Stock (Certificate of Designation). The Series A Preferred Stock is not convertible into or exchangeable for any other securities of the Company. Upon the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of Series A Preferred Stock will be entitled to receive, pro rata and in preference to the holders of any other capital stock, an amount per share equal to $1,000 plus accrued and unpaid dividends thereon, if any.

Unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Stock, voting as a separate class, we may not adopt any amendment to our certificate of incorporation (including the Certificate of Designation) that would have a material adverse effect on the powers, preferences, duties, or special rights of the Series A Preferred Stock, subject to certain exceptions. In addition, unless we have received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series A Preferred Stock, voting as a class together with the holders of any parity securities upon which like voting rights have been conferred and are exercisable, we may not: (i) create or issue any senior securities, (ii) create or issue any parity securities (including any additional Series A Preferred Stock) if the cumulative dividends payable on the outstanding Series A Preferred Stock (or parity securities, if applicable) are in arrears; (iii) create or issue any additional Series A Preferred Stock or any parity securities with an aggregate liquidation preference, together with the issued and outstanding Series A Preferred Stock and any parity securities that are then outstanding, of greater than $2.5 billion, and (iv) engage in any Transaction that results in a Covered Disposition (as such terms are defined in the Certificate of Designation).

In addition, holders of the Series A Preferred Stock are entitled to receive, when, as, and if declared by our Board, semi-annual cash dividends on the Series A Preferred Stock, which are cumulative from the Initial Issuance Date and payable in arrears, and unless full cumulative dividends have been or contemporaneously are being paid or declared on the Series A Preferred Stock, we may not (i) declare or pay any dividends on any junior securities, including our common stock, or (ii) redeem or repurchase any parity securities or junior securities, subject to limited exceptions set forth in the Certificate of Designation. The holders of Series A Preferred Stock (along with any parity securities then outstanding with similar rights) are also entitled to elect two additional directors in the event any dividends on Series A Preferred Stock are in arrears for three or more semi-annual dividend periods (whether or not consecutive), and such directors may have competing and different interests to those elected by our common stockholders. The dividend rate for the Series A Preferred Stock from and including the Initial Issuance Date until October 15, 2026 (First Reset Date) will be 8.0% per annum of the $1,000 liquidation preference per share of Series A Preferred Stock. On and after the First Reset Date, the dividend rate on the Series A Preferred Stock for each subsequent five-year period (each, a Reset Period) will be adjusted based upon the applicable Treasury rate, plus a spread of 6.93% per annum; provided that the applicable Treasury rate for each Reset Period will not be lower than 1.07%. In the event that the Company does not exercise its option to redeem all the shares of Series A Preferred Stock within 120 days after the first date on which a Change of Control Trigger Event (as defined in the Certificate of Designation) occurs, the then-applicable dividend rate for the Series A Preferred Stock will be increased by 5.00%.

**Item 2.**UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about our repurchase of equity securities that are registered by us pursuant to Section 12 of the Exchange Act, as amended, during the quarter ended September 30, 2021.

In October 2021, we announced that the Board had authorized a new share repurchase program (Share Repurchase Program) under which up to $2.0 billion of our outstanding common stock may be repurchased. The Share Repurchase Program became effective on October 11, 2021. The Share Repurchase Program supersedes the $1.5 billion share repurchase program previously announced in September 2020, which had $1.325 billion of remaining authorization as of September 30, 2021. As an initial step in our broader capital allocation plan, we intend to use the net proceeds from our October 2021 preferred stock offering to repurchase shares of our outstanding common stock. We expect to complete repurchases under the Share Repurchase Program by the end of 2022.

Under the Share Repurchase Program, any purchases of shares of the Company's stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to plans complying with the Exchange Act or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the Share Repurchase Program or otherwise will be determined at our discretion and will depend on a number of factors, including our capital allocation priorities, the market price of our stock, general market and economic conditions, applicable legal requirements and compliance with the terms of our debt agreements.

See Note 12 to the Financial Statements for more information concerning the Share Repurchase Program.

**Item 3.**DEFAULTS UPON SENIOR SECURITIES

None.