Equity Plans

12 Months Ended

Sep. 01, 2022

Share-Based Payment Arrangement [Abstract]

As of September 1, 2022, 90 million shares of our common stock were available for future awards under our equity plans, including 18 million shares approved for issuance under our employee stock purchase plan (“ESPP”).

Restricted Stock and Restricted Stock Units (“Restricted Stock Awards”)

As of September 1, 2022, there were 23 million shares of Restricted Stock Awards outstanding, 20 million of which contained only service conditions. For service-based Restricted Stock Awards granted through October 2021, restrictions generally lapse in one-fourth or one-third increments during each year of employment after the grant date. For service-based Restricted Stock Awards granted beginning in November 2021, restrictions generally lapse on 25% of the units granted after the first year and on 6.25% each quarter thereafter over the remaining three years of employment. Restrictions generally lapse on Restricted Stock with performance or market conditions as conditions are met over a 3-year period. At the end of the performance period, the number of actual shares to be awarded will vary between 0% and 200% of target amounts, depending upon the achievement level. In 2022, our Board of Directors approved dividend equivalent rights for unvested restricted stock units awarded on or after October 13, 2021.

Restricted Stock Awards activity for 2022 is summarized as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value Per Share

Outstanding as of September 2, 2021	20	$	49.39
Granted	13	70.81
Restrictions lapsed	(7)	47.36
Canceled	(3)	57.00
Outstanding as of September 1, 2022	23	60.93


For the year ended	2022		2021		2020

Restricted stock award shares granted	13		11		8
Weighted-average grant-date fair value per share	$	70.81	$	53.58	$	46.44
Aggregate vesting-date fair value of shares vested	$	498	$	385	$	294

Employee Stock Purchase Plan (“ESPP”)

Our ESPP is offered to substantially all employees and permitted eligible employees to purchase shares of our common stock through payroll deductions of up to 10% of their eligible compensation, subject to certain limitations prior to August 2021. Beginning in August 2021, employees are permitted to deduct up to 15% of their eligible compensation to purchase shares under the ESPP. The purchase price of the shares under the ESPP equals 85% of the lower of the fair market value of our common stock on either the first or last day of each six-month offering period. Compensation expense is calculated as of the beginning of the offering period as the fair value of the employees’ purchase rights utilizing the Black-Scholes option valuation model and is recognized over the offering period. Grant-date fair value and assumptions used in the Black-Scholes option valuation model were as follows:


For the year ended	2022			2021			2020

Weighted-average grant-date fair value per share	$	18.87		$	20.71		$	14.24
Average expected life in years	0.5			0.5			0.5
Weighted-average expected volatility (based on implied volatility)	43		%	41		%	45		%
Weighted-average risk-free interest rate	2.0		%	0.1		%	0.8		%
Expected dividend yield	0.6		%	0.3		%	0.0		%

Under the ESPP, employees purchased 4 million shares of common stock for $215 million in 2022, 3 million shares for $140 million in 2021, and 3 million shares for $118 million in 2020.

Stock Options

As of September 1, 2022, stock options of 3 million shares were outstanding, all of which were fully exercisable. Stock options expire 8 years from the date of grant. We did not grant any stock options in 2022, 2021, or 2020. Stock options of 1 million shares were exercised in 2022. The total intrinsic value for options exercised was $54 million, $143 million, and $130 million in 2022, 2021, and 2020, respectively.

Stock-based Compensation Expense


For the year ended	2022		2021		2020

Stock-based compensation expense by caption
Cost of goods sold	$	193	$	186	$	139
Research and development	175		110		86
Selling, general, and administrative	133		99		103
Restructure	(5)		—		—
	$	496	$	395	$	328

Stock-based compensation expense by type of award
Restricted stock awards	$	429	$	333	$	272
ESPP	66		52		39
Stock options	1		10		17
	$	496	$	395	$	328

Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlement of the related share-based awards. Income tax benefits for share-based awards were $77 million, $83 million, and $72 million for 2022, 2021, and 2020, respectively. Stock-based compensation expense of $48 million and $30 million was capitalized and remained in inventory as of September 1, 2022 and September 2, 2021, respectively. As of September 1, 2022, $1.02 billion of total unrecognized compensation costs for unvested awards, before the effect of any future forfeitures, was expected to be recognized through the fourth quarter of 2026, resulting in a weighted-average period of 1.3 years.