Share Repurchase Programs

As of March 31, 2015, 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
December 15, 2014 (“2014 Repurchase Program”)		$	10.0		$	10.0
December 17, 2013 (“2013 Repurchase Program”)		$	6.0		0.7
					$	10.7

The share repurchase programs, each of which was 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, 2015, the Company repurchased an aggregate of approximately 16.8 million shares of common stock for approximately $2.0 billion pursuant to the 2013 Repurchase Program as discussed below.

Pursuant to the authorization under the 2013 Repurchase Program, effective January 2, 2015, the Company entered into a $2.0 billion fixed dollar accelerated share repurchase (“ASR”) agreement with JPMorgan Chase Bank (“JPMorgan”). Upon payment of the $2.0 billion purchase price on January 5, 2015, the Company received a number of shares of our common stock equal to 80% of the $2.0 billion notional amount of the ASR agreement or approximately 16.8 million shares. At the conclusion of the ASR program, the Company will receive additional shares equal to the remaining 20% of the $2.0 billion notional amount. The ultimate number of shares the Company receives fluctuates based on changes in the daily volume weighted average price of the Company's stock over the period which began on January 2, 2015 and ended on April 30, 2015. If the mean daily volume weighted average price of the Company's common stock, less a discount (the “forward price”), during the ASR program falls below $94.49 per share, the Company would receive a higher number of shares from JPMorgan. If the forward price rises above $94.49 per share, the Company would either receive fewer shares from JPMorgan or, potentially have an obligation to JPMorgan which, at the Company's option, could be settled in additional cash or by issuing shares. Under the terms of the ASR agreement, the maximum number of shares that could be received or delivered, including the initial shares received, is 42.0 million. The initial 16.8 million shares of common stock delivered to the Company by JPMorgan were placed into treasury stock in January 2015. On May 1, 2015, the Company received approximately 3.1 million shares of common stock, representing the remaining 20% of the $2.0 billion notional amount of the ASR agreement, thereby concluding the agreement. This brings the average price per share for the total 19.9 million shares delivered to $100.64 per share. The remaining 3.1 million shares of common stock delivered to the Company by JPMorgan were placed into treasury stock in May 2015.

The ASR agreement was accounted for as an initial treasury stock transaction for approximately $1.6 billion and a forward contract for approximately $0.4 billion. The forward contract was classified as an equity instrument and was recorded within capital surplus on the condensed consolidated balance sheet at March 31, 2015. The forward contract will be reclassified to treasury stock upon the settlement of the agreement in May 2015. The initial repurchase of the shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted net income per share.