Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity during the three months ended June 27, 2020 was as follows (in millions, except number of shares, which are reflected in thousands, and per share amounts):
Periods Total Number
of Shares Purchased Average Price
Paid Per Share Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs Approximate Dollar Value of
Shares That May Yet Be Purchased
Under the Plans or Programs (1)
March 29, 2020 to May 2, 2020:
Open market and privately negotiated purchases
— $ — —
May 3, 2020 to May 30, 2020:
November 2019 ASR 4,828 (2)
4,828
May 2020 ASR 15,155 (3)
(3)
15,155 (3)
Open market and privately negotiated purchases
20,953 $ 310.22 20,953
May 31, 2020 to June 27, 2020:
Open market and privately negotiated purchases
10,380 $ 337.20 10,380
Total 51,316 $ 74,353
(1) As of June 27, 2020, the Company was authorized to purchase up to $225 billion of the Company’s common stock under a share repurchase program announced on April 30, 2020, of which $150.6 billion had been utilized. The remaining $74.4 billion in the table represents the amount available to repurchase shares under the authorized repurchase program as of June 27, 2020. The Company’s share repurchase program does not obligate it to acquire any specific number of shares. Under this program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
(2) In November 2019, the Company entered into an ASR to purchase up to $10.0 billion of the Company’s common stock. In May 2020, the purchase period for this ASR ended and an additional 4.8 million shares were delivered and retired. In total, 35.2 million shares were delivered under this ASR at an average repurchase price of $283.89.
(3) In May 2020, the Company entered into a new ASR to purchase up to $6.0 billion of the Company’s common stock. In exchange for up-front payments totaling $6.0 billion, the financial institutions that are party to the arrangement committed to deliver shares to the Company during the ASR’s purchase period, which will end in or before August 2020. The total number of shares ultimately delivered, and therefore the average price paid per share, will be determined at the end of the applicable purchase period based on the volume-weighted average price of the Company’s common stock during that period.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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