Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity during the three months ended December 25, 2021 was as follows (in millions, except number of shares, which are reflected in thousands, and per share amounts):
Periods 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 (1)
September 26, 2021 to October 30, 2021:
Open market and privately negotiated purchases
41,416 $ 144.87 41,416
October 31, 2021 to November 27, 2021:
November 2021 ASRs 30,405 (2)
(2)
30,405 (2)
Open market and privately negotiated purchases
27,770 $ 153.08 27,770
November 28, 2021 to December 25, 2021:
Open market and privately negotiated purchases
24,218 $ 169.76 24,218
Total 123,809 $ 40,489
(1) As of December 25, 2021, the Company was authorized to purchase up to $315 billion of the Company’s common stock under the Program, announced on April 28, 2021, of which $274.5 billion had been utilized. The remaining $40.5 billion in the table represents the amount available to repurchase shares under the Program as of December 25, 2021. The Program does not obligate the Company to acquire any specific number of shares. Under the Program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
(2) In November 2021, the Company entered into new accelerated share repurchase agreements (“ASRs”). Under the terms of the agreements, two financial institutions committed to deliver shares of the Company’s common stock during the purchase periods in exchange for up-front payments totaling $6.0 billion. The total number of shares ultimately delivered under the ASRs, and therefore the average repurchase price paid per share, is determined based on the volume-weighted average price of the Company’s common stock during the ASRs’ purchase periods, which end in the second quarter of 2022.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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