United states securities and exchange commission

The Company’s liability for uncertain tax positions as of December 31, 2016 , 2015 , and 2014 , includes $240 million , $200 million , and $174 million , respectively, related to amounts that would impact the effective tax rate if recognized. It is possible that the amount of unrecognized tax benefits may change in the next twelve months; however, the Company does not expect the change to have a significant impact on its consolidated statements of income or consolidated balance sheets. These changes may be the result of settlements of ongoing audits. At this time, an estimate of the range of the reasonably possible outcomes within the twelve months cannot be made.

The Company recognizes interest and penalties related to uncertain tax positions in its provision for income taxes. The Company accrued potential interest and penalties of $15 million , $2 million , and $4 million in 2016 , 2015 , and 2014 , respectively. The

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Company recorded a liability for interest and penalties of $48 million , $33 million , and $31 million as of December 31, 2016 , 2015 , and 2014 , respectively.

The Company and its subsidiaries file income tax returns in their respective jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2007. Material U.S. state and local income tax jurisdiction examinations have been concluded for years through 2005. The Company has concluded income tax examinations in its primary non-U.S. jurisdictions through 2005.

9.     Shareholders’ Equity

Distributable Reserves

As a U.K. incorporated company, the Company is required under U.K. law to have available “distributable reserves” to make share repurchases or pay dividends to shareholders. Distributable reserves may be created through the earnings of the U.K. parent company and, amongst other methods, through a reduction in share capital approved by the English Companies Court. Distributable reserves are not linked to a U.S. GAAP reported amount (e.g., retained earnings). As of December 31, 2016 and 2015 , the Company had distributable reserves in excess of $1.6 billion and $2.1 billion , respectively.

Ordinary Shares

In April 2012, the Company’s Board of Directors authorized a share repurchase program under which up to $5.0 billion of Class A Ordinary Shares may be repurchased (“2012 Share Repurchase Program”). In November 2014, the Company’s Board of Directors authorized a new $5.0 billion share repurchase program in addition to the existing program (“2014 Share Repurchase Program” and, together with the 2012 Share Repurchase Program, the “Repurchase Programs”). Subsequent to the close of the fourth quarter 2016, the Board of Directors authorized a $5.0 billion increase to the existing remaining authorization under its share repurchase program. Under each program, shares may be repurchased through the open market or in privately negotiated transactions, from time to time, based on prevailing market conditions, and will be funded from available capital.

During 2016 , the Company repurchased 12.2 million shares at an average price per share of $102.66 for a total cost of $1.3 billion under the 2014 Share Repurchase Program. The Company recorded an additional $6 million of transaction costs associated with the repurchase to retained earnings during 2016. During 2015 , the Company repurchased  16.0 million  shares at an average price per share of  $97.04  for a total cost of  $1.6 billion under the Repurchase Programs. In August 2015, the $5 billion of Class A Ordinary Shares authorized under the 2012 Share Repurchase Program was exhausted. At December 31, 2016, the remaining authorized amount for share repurchase under the 2014 Share Repurchase Program is $2.8 billion . Under the Repurchase Programs, the Company has repurchased a total of  90.2 million  shares for an aggregate cost of  $7.2 billion .

Net Income Per Share

Weighted average shares outstanding are as follows (in millions):

	Year ended December 31,
	2016			2015			2014
Basic weighted-average ordinary shares outstanding	268.1			280.8			295.5
Dilutive effect of potentially issuable shares	2.2			3.0			4.1
Diluted weighted-average ordinary shares outstanding	270.3			283.8			299.6