Item 1A. Risk Factors.

Reference is made to the information disclosed under Part I, Item 1A — "Risk Factors" in the Fiscal 2021 10-K, which contains a detailed discussion of certain risk factors that could materially adversely affect the Company's business, operating results, and/or financial condition. There are no material changes to the risk factors previously disclosed, nor has the Company identified any previously undisclosed risks that could materially adversely affect the Company's business, operating results, and/or financial condition.

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

**(a)**Sales of Unregistered Securities

Shares of the Company's Class B Common Stock may be converted immediately into Class A Common Stock on a one-for-one basis by the holder. There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company. The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

No shares of the Company's Class B common stock were converted into Class A common stock during the three months ended December 25, 2021.

(b) Not Applicable

**(c)**Stock Repurchases

The following table sets forth the repurchases of shares of the Company's Class A common stock during the three months ended December 25, 2021:


	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(a)
						(millions)
September 26, 2021 to October 23, 2021	5,058	(b)	$	114.53	—	$	580
October 24, 2021 to November 27, 2021	1,132,330		127.04		1,132,330	436
November 28, 2021 to December 25, 2021	1,325,407	(c)	117.86		1,325,346	280
	2,462,795				2,457,676

**(a)**On February 2, 2022, the Company's Board of Directors approved an expansion of the common stock repurchase program that allows it to repurchase up to an additional $1.500 billion of its Class A common stock. Repurchases of shares of the Company's Class A common stock are subject to overall business and market conditions.

**(b)**Represents shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans.

**(c)**Includes 61 shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans.


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