A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

See the Company’s most recently filed Annual Report on Form 10-K (Part I, Item 1A). There has been no material change in this information. The risks described in the Annual Report on Form 10-K, and the “Forward-Looking Statements” in this report, are not the only risks faced by the Company. Additional risks and uncertainties may also materially affect the Company’s business, financial condition, or operating results. One should not consider the risk factors to be a complete discussion of risks, uncertainties, and assumptions.

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

The Company’s purchases of its common stock during the first quarter of 2023 were as follows:

​​​​​​​​​​​
​​​​Total Number of​
​​​​​​​Shares Purchased as​Maximum Number of
​​Total Number of​​​​Part of Publicly​Shares that May Yet Be
​​Shares​​​​Announced Plans or​Purchased under the
​​Purchased (2)​Average Price​Programs (1)​Plans or Programs (1)
Period​(thousands)​Per Share​(thousands)​(millions)
Oct 31 to Nov 27​569$402.45​569​47.8​
Nov 28 to Dec 25​1,831​​436.23​1,774​46.0​
Dec 26 to Jan 29​538​​427.11​538​45.4​
Total​2,938​​​​2,881​​​
(1)The Company has a share repurchase plan that was announced in December 2019 to purchase up to $8,000 million of shares of the Company’s common stock. The maximum number of shares that may yet be purchased under the December 2019 plan was 2.4 million shares based on the end of the first quarter 2023 closing share price of $418.18 per share. At the end of the first quarter of 2023, $995 million of common stock remains to be purchased under the December 2019 plan. In December 2022, the Board of Directors authorized the repurchase of up to $18,000 million of additional common stock. Based on the first quarter 2023 closing share price, the maximum number of shares that may be repurchased under the December 2022 plan was 43.0 million shares.
(2)In the first quarter of 2023, 57 thousand shares were acquired from plan participants at a market price to pay payroll taxes on certain restricted stock awards. The shares were valued at a weighted-average market price of $434.88.

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Item 3.  Defaults Upon Senior Securities

None.

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Item 4.  Mine Safety Disclosures

Not applicable.

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