Item 4. Controls and Procedures
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Senior Executive Vice President of Enterprise Strategy and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. The Disclosure Committee meets on a regular quarterly basis and more often if necessary.
Our management, including our Chief Executive Officer and Senior Executive Vice President of Enterprise Strategy and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), at November 2, 2024. Based on that evaluation, our Chief Executive Officer and Senior Executive Vice President of Enterprise Strategy and Chief Financial Officer concluded that, at November 2, 2024, our disclosure controls and procedures were effective.
There were no changes in internal control over financial reporting during the fiscal quarter ended November 2, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Ite m 1. Legal Proceedings
For information about our legal proceedings, see Note 10, Contingencies , of the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q.
Item 2. Unre gistered Sales of Equity Securities and Use of Proceeds
c) Stock Repurchases
On February 28, 2022, our Board approved a $5.0 billion share repurchase program. There is no expiration date governing the period over which we can repurchase shares under this authorization. For additional information, see Note 9, Repurchase of Common Stock , of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Fiscal Period
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of Shares Purchased as Part of Publicly Announced Program
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
August 4, 2024 through August 31, 2024
376,830
$
86.40
376,830
$
3,602,000,000
September 1, 2024 through October 5, 2024
736,070
$
99.08
736,070
$
3,529,000,000
October 6, 2024 through November 2, 2024
306,831
$
97.77
306,831
$
3,499,000,000
Total fiscal 2025 third quarter
1,419,731
$
95.43
1,419,731
$
3,499,000,000
25
Table of Contents
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