filings.toolsItem 1A. RISK FACTORS.
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Item 1A. RISK FACTORS.
Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, cash flows and equity as set forth in Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K. There have been no material changes to the risk factors disclosed in our Fiscal 2022 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.
| Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Issuer Purchases of Equity Securities
The following table sets forth information with respect to repurchases by us of our common stock during the quarter ended March 31, 2023:
| Period* | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs**(1)** | Maximum approximate dollar value of shares that may yet be purchased under the plans or programs**(1)** ($ in millions) | |||||||||||||||||||
| Month No. 1 | |||||||||||||||||||||||
| (December 31, 2022 - January 27, 2023) | |||||||||||||||||||||||
| Repurchase program(1) | — | $ | — | — | $ | 4,452 | |||||||||||||||||
| Employee transactions(2) | 18,970 | $ | 205.76 | — | — | ||||||||||||||||||
| Month No. 2 | |||||||||||||||||||||||
| (January 28, 2023 - February 24, 2023) | |||||||||||||||||||||||
| Repurchase program(1) | 936,777 | $ | 212.16 | 936,777 | $ | 4,254 | |||||||||||||||||
| Employee transactions(2) | 4,082 | $ | 211.79 | — | — | ||||||||||||||||||
| Month No. 3 | |||||||||||||||||||||||
| (February 25, 2023 - March 31, 2023) | |||||||||||||||||||||||
| Repurchase program(1) | 940,522 | $ | 209.96 | 940,522 | $ | 4,056 | |||||||||||||||||
| Employee transactions(2) | 168,366 | $ | 209.59 | — | — | ||||||||||||||||||
| Total | 2,068,717 | 1,877,299 | $ | 4,056 |
- Periods represent our fiscal months.
(1) On October 21, 2022, we announced that our Board of Directors approved a $3 billion share repurchase authorization under our share repurchase program that was in addition to the remaining unused authorization of 1.5 billion at that time. Our repurchase program does not have an expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. As of March 31, 2023, the remaining unused authorization under our repurchase programs was $4.1 billion (as reflected in the table above).
(2) Represents a combination of (a) shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of performance units, restricted units or restricted shares that vested during the quarter and (b) performance units, restricted units or restricted shares returned to us upon retirement or employment termination of employees. Our stock incentive plans provide that the value of shares delivered to us to pay the exercise price of options or to cover tax withholding obligations shall be the closing price of our common stock on the date the relevant transaction occurs.
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Sales of Unregistered Equity Securities
During the first quarter of fiscal 2023, we did not issue or sell any unregistered equity securities.
| Item 3. DEFAULTS UPON SENIOR SECURITIES. | |||||
None.
| Item 4. MINE SAFETY DISCLOSURES. |
Not applicable.
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