Under the terms of the Repurchase Agreement, on November 26, 2012, the Company paid to Morgan Stanley $750 million and initially received from Morgan Stanley approximately 13.1 million shares of the Company's common stock, or 70% of the number of shares to be repurchased if such shares were repurchased at a price equal to the closing price of the Company's common stock on November 23, 2012. The specific number of shares that the Company ultimately repurchases under the Repurchase Agreement will be based generally on the volume weighted average share price of the Company's common stock during the repurchase period, subject to other adjustments pursuant to the terms and conditions of the Repurchase Agreement. The Repurchase Agreement contemplates that the repurchase period will last no longer than approximately seven months. At the completion of the repurchase period, the Company may be entitled to receive additional shares of its common stock from Morgan Stanley or, under certain circumstances specified in the Repurchase Agreement, the Company may be required to deliver shares or make a cash payment (at its option) to Morgan Stanley. This transaction is expected to have negligible impact on the Company's previously announced fiscal 2013 expectations.

    The Repurchase Agreement contains the principal terms and provisions governing the accelerated share repurchase, including the mechanism used to determine the number of shares that will be repurchased, the required timing of delivery of the shares, the permitted methods and required timing of settlement, the circumstances under which Morgan Stanley is permitted to make adjustments to valuation periods and calculations, the circumstances under which the Repurchase Agreement may be terminated early, definitions of terms used throughout the Repurchase Agreement, and various acknowledgements, representations and warranties made by the Company and Morgan Stanley to one another.

    Morgan Stanley and certain of its affiliates have engaged, and may in the future engage, in financial advisory, investment banking and other services for the Company and its affiliates.