ACCELERATED SHARE REPURCHASE AGREEMENTS

The Company enters into an Accelerated Share Repurchase ("ASR") agreement from time to time with a third-party financial institution to repurchase shares of the Company's common stock. Under the ASR agreement, the Company pays a specified amount to the financial institution and receives an initial delivery of shares. This initial delivery of shares represents the minimum number of shares that the Company may receive under the agreement. Upon settlement of the ASR agreement, the financial institution delivers additional shares, with the final number of shares delivered determined with reference to the volume weighted average price per share of the Company's common stock over the term of the agreement, less a negotiated discount. The transactions are accounted for as equity transactions and are included in Treasury Stock when the shares are received, at which time there is an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.

The following table provides the terms for each of the ASR agreements the Company entered into during the first six months of fiscal 2015. Each of these agreements followed the structure outlined above (amounts in millions):



Agreement Date	Settlement Date	Amount		Initial Shares Delivered	Additional Shares Delivered	Total Shares Delivered
Q1 2015	Q1 2015	$	850	7.0	0.5	7.5
Q2 2015⁽¹⁾	TBD	$	1,500	12.0	TBD	TBD

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(1)

The fair market value of the initial 12.0 million shares delivered on the date of purchase was $1.338 billion and is included in Treasury Stock in the accompanying Consolidated Balance Sheets as of August 2, 2015. The remaining $162 million is included in Paid-In Capital in the accompanying Consolidated Balance Sheets as of August 2, 2015. The final number of shares delivered upon settlement of the $1.5 billion ASR agreement will be determined in the third quarter of fiscal 2015 with reference to the volume weighted average price per share of the Company's common stock over the term of the agreement, less a negotiated discount.

TBD - To Be Determined