1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended September 30, 2023.
+Added: The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended March 31, 2024.
2024 Total Number of Shares Purchased
3 unchanged sentences
(dollars in millions)
−Removed: July 1 - July 31 3,495 $ 89.49 3,495 $ 4,484
−Removed: August 1 - August 31 4,634 86.01 4,634 4,086
−Removed: September 1 - September 30 9,686 75.43 9,686 3,355
+Added: January 1 - January 31 157 $ 87.89 — $ 976
+Added: February 1 - February 29 152 90.70 — 976
+Added: March 1 - March 31 251 92.44 — 976
Total 560 $ 90.70 —
−Removed: On December 12, 2022, our Board of Directors authorized a share repurchase program for up to $6 billion of our common stock.
On October 21, 2023, our Board of Directors authorized a share repurchase program for up to $11 billion of our common stock, replacing the previous program announced on December 12, 2022.
−Removed: This $11 billion share repurchase authorization is inclusive of authority to enter into a $10 billion accelerated share repurchase program (ASR).
Under the 2023 program, shares may be purchased on the open market, in privately negotiated transactions, under accelerated share repurchase programs, and under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.
+Added: On October 24, 2023, we entered into accelerated share repurchase (ASR) agreements with certain financial institution counterparties to repurchase shares of our common stock for an aggregate purchase price of $10 billion.
+Added: Pursuant to the ASR agreements, in 2023 we made aggregate payments of $10 billion, and received initial deliveries of approximately 108.4 million shares, representing approximately 85% of the shares expected to be repurchased.
+Added: The final number of shares to be repurchased will be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements.
+Added: Upon final settlement of the ASR, under certain circumstances, each of the counterparties may be required to deliver additional shares of common stock, or we may be required to deliver shares of common stock or to make a cash payment to the counterparties, at our election.
+Added: The final settlement of each transaction under the ASR agreements is scheduled to occur no later than the third quarter of 2024 and in each case may be accelerated at the option of the applicable counterparty.
We may also reacquire shares outside of the program in connection with the surrender of shares to cover taxes on vesting of restricted stock and as required under our employee savings plan.
Our ability to repurchase shares is subject to applicable law.
−Removed: No shares were reacquired in transactions outside the 2022 program during the quarter ended September 30, 2023.
+Added: During the quarter ended March 31, 2024, we repurchased 560 thousand shares outside of the program related to our employee savings plan.
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