A Dark Vector Cognition product

Item 1A. Risk Factors.

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Item 1A. Risk Factors.

For the three months ended March 31, 2022 there were no material changes from risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, except the following addition of a new Risk Factor under the existing subheading, Legal, Tax, Regulatory, and Other Risks.

The Russian invasion of Ukraine and related sanctions and export controls targeting Russia and other global governmental responses to the current conflict between Russia and Ukraine could adversely impact our business and financial results.

The invasion has led to disruption, increased costs (such as energy and transportation), instability, and volatility in global markets. Since the beginning of the invasion, we also have suspended all shipments to Russia. In addition, the U.S. and other countries in which we operate have imposed sanctions and export controls on Russian financial institutions, businesses in Russia, and on Russian interests and individuals; and the Russian government is implementing sanctions and regulations in response.

In 2021, approximately 1% of our net sales were in Russia and Ukraine, and we have an immaterial amount of assets and liabilities in both countries. We also do not have manufacturing in Russia or Ukraine.

The invasion of Ukraine and sanctions issued on Russian financial institutions, businesses in Russia, and on Russian interests and individuals, and retaliatory measures by Russia in response, such as restrictions on energy supplies from Russia to countries in which we operate, could adversely impact our operations and financial results. We continue to monitor this situation as it evolves in order to assess the potential impacts on our business and the safety and well-being of our affected employees. The impact of these events on global economic conditions is currently unknown and, could have a material adverse effect on our results of operations, cash flows or financial condition.

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

Issuer Purchases of Equity Securities

(a)(b)(c)(d)
Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramApproximate Dollar Value (in thousands of Shares that may yet be Purchased under the Program)
January 1 to January 31, 202256,113$1,518.6856,113$1,973,209
February 1 to February 28, 202261,716$1,458.4661,716$1,883,198
March 1 to March 31, 202272,764$1,371.1172,764$1,783,429
Total190,593$1,442.84190,593$1,783,429

The Company has $1.8 billion of remaining availability for its share repurchase program as of March 31, 2022. We have purchased 30.4 million shares since the inception of the program through March 31, 2022.

During the three months ended March 31, 2022 and 2021, we spent $275.0 million and $262.5 million on the repurchase of 190,593 and 224,808 shares at an average price per share of

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$1,442.84 and $1,167.64, respectively. We reissued 27,795 shares and 22,388 shares held in treasury for the exercise of stock options and restricted stock units for the three months ended March 31, 2022 and 2021, respectively.

Item 3. Defaults Upon Senior Securities. None

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