Note 10: Equity - The Company has a share repurchase program that is executed through purchases made from time to time either in the open market, which may be made under pre-set trading plans meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended, or through private off-market transactions. Shares purchased under the repurchase program are retired and returned to authorized and unissued status. On March 20, 2015, the Company’s Board of Directors authorized a $5.0 billion share repurchase program with no expiration, which was announced on the same day. As of October 28, 2016, the Company had $627 million remaining available under the program.

In February 2016, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase $500 million of the Company’s common stock. At inception, pursuant to the agreement, the Company paid $500 million to the financial institution using cash on hand, and took delivery of 6.2 million shares. In May 2016, the Company finalized the transaction and received an additional 0.6 million shares.

In May 2016, the Company entered into an ASR agreement with a third-party financial institution to repurchase $500 million of the Company’s common stock. At inception, pursuant to the agreement, the Company paid $500 million to the financial institution using cash on hand, and took delivery of 5.3 million shares. In August 2016, the Company finalized the transaction and received an additional 1.0 million shares.

In August 2016, the Company entered into an ASR agreement with a third-party financial institution to repurchase $250 million of the Company’s common stock. At inception, pursuant to the agreement, the Company paid $250 million to the financial institution using cash on hand, and took delivery of 2.8 million shares. In October 2016, the Company finalized the transaction and received an additional 0.6 million shares.

Under the terms of the ASR agreements, upon settlement, the Company would either receive additional shares from the financial institution or be required to deliver additional shares or cash to the financial institution. The Company controlled its election to either deliver additional shares or cash to the financial institution and was subject to provisions which limited the number of shares the Company would be required to deliver.

The final number of shares received upon settlement of each ASR agreement was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement. The initial repurchase of shares under these agreements resulted in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share.

The ASR agreements were accounted for as treasury stock transactions and forward stock purchase contracts. The par value of the shares received was recorded as a reduction to common stock with the remainder recorded as a reduction to capital in excess of par value and retained earnings. The forward stock purchase contracts were considered indexed to the Company’s own stock and were classified as equity instruments.

During the three and nine months ended October 28, 2016, the Company also repurchased shares of its common stock through the open market totaling 3.9 million and 22.5 million shares, respectively, for a cost of $300 million and $1.7 billion, respectively.

The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of share-based awards.

Shares repurchased for the three and nine months ended October 28, 2016 and October 30, 2015 were as follows:



	Three Months Ended
	October 28, 2016			October 30, 2015
(In millions)	Shares	Cost ¹		Shares	Cost ¹
Share repurchase program	8.3	$	550	12.0	$	750
Shares withheld from employees	0.3	24		0.1	4
Total share repurchases	8.6	$	574	12.1	$	754


¹	Reductions of $535 million and $714 million were recorded to retained earnings, after capital in excess of par value was depleted, for the three months ended October 28, 2016 and October 30, 2015, respectively.



	Nine Months Ended
	October 28, 2016			October 30, 2015
(In millions)	Shares	Cost ²		Shares	Cost ²
Share repurchase program	39.0	$	2,949	45.0	$	3,250
Shares withheld from employees	1.1	77		0.9	66
Total share repurchases	40.1	$	3,026	45.9	$	3,316


²	Reductions of $2.8 billion and $3.1 billion were recorded to retained earnings, after capital in excess of par value was depleted, for the nine months ended October 28, 2016 and October 30, 2015, respectively.