Item 1A. - Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report filed with the SEC on March 21, 2022, which could materially affect our business, financial condition and operating results, as well as the following:

Our strategic transactions involve risks, and we may not realize the expected benefits because of numerous uncertainties and risks.

We regularly consider and enter into strategic transactions, including mergers, acquisitions, joint ventures, investments and other growth, market and geographic expansion strategies, with the expectation that these transactions will result in increases in sales, cost savings, synergies and other various benefits. Our ability to deliver the expected benefits from any strategic transaction is subject to numerous uncertainties and risks, including our ability to integrate personnel, labor models, financial, IT and other systems successfully; disruption of our ongoing business and distraction of management; hiring additional management and other critical personnel; and increasing the scope, geographic diversity and complexity of our operations. Effective internal controls are necessary to provide reliable and accurate financial reports, and the integration of businesses may create complexity in our financial systems and internal controls and make them more difficult to manage. Integration of businesses into our internal control system could cause us to fail to meet our financial reporting obligations. Additionally, any impairment of goodwill or other assets acquired or divested in a strategic transaction or charges to earnings associated with any strategic transaction, may materially reduce our earnings. For example, in connection with the preparation of the Company’s financial statements for the third quarter of 2022, the Company recorded pre-tax non-cash impairment of $2.1 billion related to the expected sale of its Canadian retail business, which reduced earnings for the third quarter of 2022. Our shareholders may react unfavorably to our strategic transactions. We may not realize the anticipated benefits from such transactions, including the full value of contingent payments associated with such transactions. We may be exposed to additional liabilities of any acquired business or joint venture, and we may be exposed to litigation in connection with the strategic transaction. Further, we may finance these strategic transactions by incurring additional debt, which could increase leverage or impact our ability to access capital in the future.


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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 purchases of the Company’s common stock on a trade date basis made during the three months ended October 28, 2022:


	Total Number of Shares Purchased 1	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 2	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs 2
July 30, 2022 - August 26, 2022 3	10,851,383	$	196.56	10,851,152	$	8,959,408,600
August 27, 2022 - September 30, 2022	3,457,109	194.38		3,456,882	8,287,451,550
October 1, 2022 - October 28, 2022 3	6,193,545	193.42		6,178,216	7,727,479,987
As of October 28, 2022	20,502,037	$	195.24	20,486,250	$	7,727,479,987

1**The total number of shares repurchased includes shares withheld from employees to satisfy either the exercise price of stock options or the statutory withholding tax liability upon the vesting of share-based awards.

2**On December 15, 2021, the Company announced that its Board of Directors authorized $13.0 billion of share repurchases under the program with no expiration.

3**In August 2022, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase the Company’s common stock. At inception, pursuant to the agreement, the Company paid $2.3 billion to the financial institution and received an initial delivery of 8.3 million shares. In October, prior to the end of the third quarter, the Company finalized the transaction and received an additional 3.3 million shares. The average price paid per share in settlement of the ASR agreement included in the table above was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement. See Note 7 to the consolidated financial statements included herein for additional information regarding share repurchases.


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