Item 1A. Risk Factors.
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Item 1A. Risk Factors.
Reference is made to the information disclosed under Part I, Item 1A — "Risk Factors" in the Fiscal 2023 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 July 1, 2023.
(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 July 1, 2023:
| 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) | |||||||||||||||||||||||
| April 2, 2023 to April 29, 2023 | 221,996 | (b) | $ | 114.25 | 218,889 | $ | 1,150 | ||||||||||||||||
| April 30, 2023 to May 27, 2023 | 285,690 | (c) | 109.70 | 229,508 | 1,125 | ||||||||||||||||||
| May 28, 2023 to July 1, 2023 | 1,267 | (d) | 120.90 | — | 1,125 | ||||||||||||||||||
| 508,953 | 448,397 |
**(a)**Repurchases of shares of the Company's Class A common stock are subject to overall business and market conditions.
**(b)**Includes 3,107 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 56,182 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.
**(d)**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.
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