Item 1A. RISK FACTORS

Except as set forth below, there have been no material changes from the risk factors disclosed in Item 1A of our 2021 Annual Report on Form 10-K.

Our proposal to acquire all of the publicly held common units of DCP LP may not be approved by the special committee of the Board of its general partner, which may result in the proposed transaction not being completed on the terms and conditions contemplated in our initial proposal, or at all.

On August 17, 2022, we announced the submission of a non-binding proposal to the board of the general partner of DCP LP offering to acquire all publicly held common units of DCP LP for cash consideration of $34.75 per unit (the Proposal). The board of directors of the general partner of DCP LP has appointed a special committee to evaluate the Proposal and any potential transaction with us related to the Proposal (a Potential Transaction). There can be no assurance that a definitive agreement will be executed or that any Potential Transaction will be consummated on the terms described herein, or at all. Furthermore, if we reach agreement, we anticipate that the consummation of any Potential Transaction will be subject to a number of conditions, and there can be no assurances that such conditions will be satisfied or waived or that any Potential Transaction will be completed in a timely manner or at all.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

In March 2020, we announced that we had temporarily suspended our share repurchases. We resumed purchasing shares under our share repurchase program in the second quarter of 2022. On November 7, 2022, our Board of Directors approved a $5 billion increase to our share repurchase program. Any future share repurchases will be made at the discretion of management and will depend on various factors including our share price, results of operations, financial condition and cash required for future business plans.


					Millions of Dollars
Period	Total Number of Shares Purchased*	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs**	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2022	433,240	$	83.30	433,240	$	2,413
August 1-31, 2022	1,841,374	91.36		1,841,374	2,245
September 1-30, 2022	6,291,210	82.74		6,291,210	1,724
Total	8,565,824	$	84.62	8,565,824
** Includes repurchase of shares of common stock from company employees in connection with the company’s broad-based employee incentive plans, when applicable.*
*** Since July 2012, our Board of Directors has authorized an aggregate of $20 billion of repurchases of our outstanding common stock. Repurchases pursuant to the current authorizations do not have an expiration date. The share repurchases are expected to be funded primarily through available cash. We are not obligated to repurchase any shares of common stock pursuant to these authorizations and may commence, suspend or terminate repurchases at any time. Shares of stock repurchased are held as treasury shares.*

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