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ITEM 1A. RISK FACTORS
The risk factors that affect our business and financial results are set forth under Part I, Item 1A, Risk Factors, in our 2024 Form 10-K. There hExcept for the risk factor below, there have been no material changes to the risk factors described in tour 2024 Form 10-K. The Risk Factors in the 2024 Form 10-K. T and the risk factors s described in this Form 10-Q or our other SEC filings could cause our actual results to differ materially from those stated in Item 1A. Risk Factors in the any forward-looking statements.
Our operations and performance depend significantly on global and regional economic, civil and political conditions and stable trade relations; and adverse economic, civil or political conditions, or deterioration in trade relations, could materially adversely affect our business, financial condition, results of operations and cash flows.
We operate in three primary regions, each of which contributes significantly to our financial performance: Europe, Latin America and North America. Five of the seven mills that we own are located outside the United States: three in Brazil, one in France and one in Sweden. Deterioration of economic, civil or political conditions, either globally or in a region where we operate, could have a material adverse effect on our business, financial condition, results of operations and cash flows. As examples, a recession could reduce demand for our products, impact capacity utilization, and erode our profits; significant inflation could increase our costs, reduce demand for our products if we increase prices, and erode our profits; and an unstable economic environment could disrupt our business strategies and destabilize demand for our products. Such conditions could also generally affect industrial non-durable goods production, consumer spending, commercial printing and advertising activity, white-collar employment levels, and consumer confidence, all of which could impact our costs of operating and demand for our products.
Also, civil or political unrest or conflict, including military conflict, could hinder the supply to us of, and increase the cost of, materials needed for our operations. Military conflicts that were ongoing in 2024 Form 10-K and could have a material adverse effect on us in the future; for example, if the war in Ukraine were to spread furthe risr in Europe, or if, notwithstanding any ceasefire, armed conflict in and near the Middle East were to spread or Houthis attacks described in this Form 10-Q oaffecting Red Sea shipping were to increase in severity. With respect to these specific conflicts, in 2024 we experienced increased transportation costs due to shipping disruptions in and around the Red Sea that, in turn, resulted in global increases in shipping and container costs and supply chain disruptions. However, we believe that, generally, our operations in Europe are at more risk than our our other SEC fperations in Latin America and North America from potential expansion of these conflicts, because geographic proximity to such conflicts elevates the risk of transportation network, energy and supply chain disruptions and related price increases.
Other unfavorable economic, political or civil conditions in the three regions where we operate, such as strikes, lack of availability and high cost of credit, and fluctuations in the value of local currency versus the U.S. dollar could adversely affect our cost and abilings could cause ty to manufacture and deliver our products to customers, obtain credit on favorable terms, and maintain profit margins.
The imposition of trade protection measures, such as governmental subsidies and tax benefits, favoring locally produced products that compete with our actual res, but which do not also protect our products, could have a material adverse effect on our results to differ of operations and business prospects. Conversely, the removal of trade protection measures that protect our products could have a material adverse effect on our results of operations and business prospects. For
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examateriallple, our mills in Brazil have historically benefited from policies favoring domestic producers. We cannot guarantee that any such policies will continue or that we will continue to benefit from existing or future policies, nor can we guarantee that we will not be harmed by from those stated in any forward-looking statements.uture policies.
Increased trade friction between countries or disruption in existing trade agreements have resulted in actual and proposed tariffs and could result in additional tariffs and other protective measures, such as anti-dumping and countervailing duties. Protective trade measures have, and could further, skew markets, disrupt the cross-border flow of globally traded materials used to make our products and the distribution of our products, and increase the costs of products that we import and export.
We expect some tariff-related increases in the costs of equipment and other inputs. If United States tariffs were to cause substantial increases in the prices of inputs, and we were to increase our products prices to mitigate the increases in our costs, it could decrease demand for our products. Also, protective trade measures taken by other countries in response to tariffs imposed by the United States could make our exported products more expensive and less desirable to customers in those countries. Most of the products that we manufacture in the United States we sell within it, but we do export some products from the United States to various locations globally.
United States tariffs on products made in countries where we operate could create financial limitations on the available cross-border strategies to supply our customers. For example, high tariffs create financial disincentives for us to supply our customers in the United States with products from our mills outside the United States. Also, United States tariffs could cause our competitors outside the United States to shift more exports to Europe or Latin America instead of the United States, increasing the number of products competing with ours in those regions. On the other hand, our products made and sold within the United States compete with similar imported products and may benefit from the United States tariffs. The net impact on us is not yet clear.
ITEM 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
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Period | Total Number of Shares Purchased (a) | Average Price Paid Per Share | Total Number of Shares (or Units) Purchased as Part of the Publicly Announced Program | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Program (in millions) | ||||||||||
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(a) 198,348,788 shares were acquired from employees from share withholdings under the Companys long term incentive compensation program.
On May 18, 2022, the Board approved a share repurchase program under which the Company may purchase up to an aggregate amount of $150 million of shares of its common stock (the Repurchase Program). In the third quarter of 2023, the Board authorized an additional $150 million for the Repurchase Program, bringing the total program capacity to $300 million, of which $642 million remains available for repurchases as of March 31June 30, 2025. Pursuant to the Repurchase Program, the Company may repurchase in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations, including all applicable legal requirements. Repurchases may include purchases on the open market or privately negotiated transfers, under Rule 10b5-1 trading plans, under accelerated share repurchase programs, in tender offers and otherwise. The Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended at any time at the Companys discretion. The Company repurchased $240 million of shares during the threesix months ended March 31June 30, 2025.
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