Item 1A. Risk Factors.

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Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

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

The following table summarizes common stock repurchases made during the second quarter of 2022 (shares in millions):

Issuer Purchases of Equity Securities


				Total Number of
	Total			Shares Purchased as	Approximate Maximum
	Number of	Average		Part of Publicly	Dollar Value of Shares that
	Shares	Price Paid		Announced Plans or	May Yet be Purchased Under
Period	Purchased	per Share		Programs	the Plans or Programs
April 1 — 30 (a)	0.3	$	153.14	0.3	$	1.0 billion
May 1 — 31 (a)	1.4	$	161.55	1.4	$	1.0 billion
June 1 — 30 (a)	0.4	$	151.35	0.4	$	976 million	(b)
Total	2.1	$	158.41	2.1

(a)

In the first quarter of 2022, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $250 million of our common stock. At the beginning of the repurchase period, we delivered $250 million cash and received 1.4 million shares based on a stock price of $146.43. The ASR agreement completed in April 2022, at which time we received 0.3 million additional shares based on a final weighted average price of $153.14.

In May 2022, under a new ASR agreement, we delivered $250 million cash and received 1.4 million shares based on a weighted average price of $161.55. The ASR agreement completed in June 2022 and we received 0.2 million additional shares based on a final weighted average price of $154.73. In June 2022, after the completion of the ASR agreement, we repurchased 0.2 million shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act for $24 million, inclusive of per-share commissions, at a weighted average price of $146.74, of which $4 million was paid in July 2022.

(b)

As of June 30, 2022, the Company has authorization for $976 million of future share repurchases. Any future share repurchases pursuant to this authorization of our Board of Directors will be made at the discretion of management and will depend on factors similar to those considered by the Board of Directors in making dividend declarations, including our net earnings, financial condition and cash required for future business plans, growth and acquisitions.

Item 4. Mine Safety Disclosures.

Information concerning mine safety and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this quarterly report.

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