Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no sales of unregistered equity securities during the quarter ended September 24, 2023.
−Removed: The following table provides information about our repurchases of our common stock that is registered pursuant to Section 12 of the Securities Exchange Act of 1934 during the quarter ended September 24, 2023.
+Added: There were no sales of unregistered equity securities during the quarter ended March 31, 2024.
+Added: The following table provides information about our repurchases of our common stock that is registered pursuant to Section 12 of the Securities Exchange Act of 1934 during the quarter ended March 31, 2024.
Purchased Average
5 unchanged sentences
(in millions)
−Removed: June 26, 2023 – July 30, 2023 (c) (d)
+Added: January 1, 2024 – January 28, 2024
— $ — — $ 10,023
−Removed: July 31, 2023 – August 27, 2023
+Added: January 29, 2024 – February 25, 2024
1,183,474 $ 426.33 1,180,861 $ 9,520
−Removed: August 28, 2023 – September 24, 2023 (e)
+Added: February 26, 2024 – March 31, 2024 (c)
1,404,974 $ 434.34 1,141,334 $ 9,023
−Removed: Total (c)(d)(e)
2,588,448 $ 430.68 2,322,195
1 unchanged sentence
As a result, our fiscal months often differ from the calendar months.
−Removed: For example, September 24, 2023 was the last day of our September 2023 fiscal month.
+Added: For example, February 25, 2024 was the last day of our February 2024 fiscal month.
(b) In 2010, our Board of Directors approved a share repurchase program pursuant to which we are authorized to repurchase our common stock in privately negotiated transactions or in the open market at prices per share not exceeding the then-current market prices.
From time to time, our Board of Directors authorizes increases to our share repurchase program.
−Removed: The total remaining authorization for future common share repurchases under our share repurchase program was $7.0 billion as of September 24, 2023.
−Removed: In October 2023, the Board of Directors authorized an increase to the program by $6.0 billion.
+Added: The total remaining authorization for future common share repurchases under our share repurchase program was $9.0 billion as of March 31, 2024.
Under the program, management has discretion to determine the dollar amount of shares to be repurchased and the timing of any repurchases in compliance with applicable law and regulation.
1 unchanged sentence
The program does not have an expiration date.
−Removed: (c) In June 2023, we entered into an ASR agreement for which we paid $200 million and received an initial delivery of 0.3 million shares of our common stock in June 2023.
−Removed: Upon final settlement of the ASR agreement in the third quarter of 2023, we received an additional 0.1 million shares based on the average price paid per share of $455.17.
−Removed: Average Price Paid Per Share in the table above does not include ASR shares.
−Removed: (d) During the quarter ended September 24, 2023, we entered into an ASR agreement for which we paid $1,750 million and received total share delivery of 4.0 million shares of our common stock based on the average price paid per share of $440.07.
−Removed: Average Price Paid Per Share in the table above does not include ASR shares.
−Removed: (e) During the quarter ended September 24, 2023, the total number of shares purchased included 5,980 shares that were transferred to us by employees in satisfaction of tax withholding obligations associated with the vesting of restricted stock units.
+Added: (c) During the quarter ended March 31, 2024, the total number of shares purchased included 266,253 shares that were transferred to us by employees in satisfaction of tax withholding obligations associated with the vesting of restricted stock units and performance stock units.
These purchases were made pursuant to a separate authorization by our Board of Directors and are not included within the program.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.