Note 2 – Share Repurchase Programs

During the three months ended March 31, 2017, the Company had the following outstanding share repurchase programs that were authorized by the Company’s Board of Directors:


In billions

Authorization Date	Authorized		Remaining
November 2, 2016 (“2016 Repurchase Program”)	$	15.0	$	14.6
December 15, 2014 (“2014 Repurchase Program”)	$	10.0	$	—

The 2014 and 2016 Repurchase Programs, which were effective immediately, permit the Company to effect repurchases from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions. The repurchase programs may be modified or terminated by the Board of Directors at any time.

During the three months ended March 31, 2017, the Company repurchased an aggregate of approximately 36.1 million shares of common stock for approximately $3.6 billion pursuant to the 2014 and 2016 Repurchase Programs. This activity includes the accelerated share repurchase agreements (“ASR”) described below.

Pursuant to the authorization under the 2014 Repurchase Program, effective August 29, 2016, the Company entered into two fixed dollar ASRs with Barclays Bank PLC (“Barclays”) for a total of $3.6 billion. Upon payment of the $3.6 billion purchase price on January 6, 2017, the Company received a number of shares of its common stock equal to 80% of the $3.6 billion notional amount of the ASRs or approximately 36.1 million shares, which were placed into treasury stock in January 2017. The ASR was accounted for as an initial treasury stock transaction for $2.9 billion and a forward contract for $0.7 billion. The forward contract was classified as an equity instrument and was recorded within capital surplus on the condensed consolidated balance sheet as of March 31, 2017. In April 2017, the Company received 9.9 million shares of common stock, representing the remaining 20% of the $3.6 billion notional amount of the ASR, thereby concluding the ASR. The remaining 9.9 million shares of common stock delivered to the Company by Barclays were placed into treasury stock and the forward contract was reclassified from capital surplus to treasury stock in April 2017.

At the time they were received, the initial and final receipt of shares 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.