Stock-Based Compensation

3 Months Ended

Mar. 05, 2021

Share-based Payment Arrangement [Abstract]

Restricted Stock Units

Restricted stock unit activity for the three months ended March 5, 2021 was as follows:


	Number of Shares (in millions)	Weighted Average Grant Date Fair Value		Aggregate Fair Value(1) (in millions)
Beginning outstanding balance	7.0	$	285.69
Awarded	2.0	$	474.45
Released	(1.7)	$	258.95
Forfeited	(0.2)	$	299.64

Ending outstanding balance	7.1	$	346.02	$	3,137

Expected to vest	6.4	$	342.49	$	2,829

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(1) The aggregate fair value is calculated using the closing stock price as of March 5, 2021 of $440.83.

The total fair value of restricted stock units vested during the three months ended March 5, 2021 was $824 million.

Performance Shares

In the first quarter of fiscal 2021, the Executive Compensation Committee of our Board of Directors approved the 2021 Performance Share Program, the terms of which are similar to prior year programs that are still outstanding. For information regarding our Performance Share Programs including the terms, see “Note 12. Stock-Based Compensation” of our Annual Report on Form 10-K for the fiscal year ended November 27, 2020.

As of March 5, 2021, the shares awarded under our 2021, 2020 and 2019 Performance Share Programs remain outstanding and are yet to be achieved.

Performance share activity for the three months ended March 5, 2021 was as follows:


	Number of Shares (in millions)	Weighted Average Grant Date Fair Value		Aggregate Fair Value(1) (in millions)
Beginning outstanding balance	0.7	$	333.85
Awarded	0.4	$	325.24
Achieved	(0.4)	$	218.55
Forfeited	(0.1)	$	369.73
Ending outstanding balance	0.6	$	408.45	$	277

Expected to vest	0.6	$	403.91	$	243

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(1) The aggregate fair value is calculated using the closing stock price as of March 5, 2021 of $440.83.

Under our Performance Share Programs, participants generally have the ability to receive up to 200% of the target number of shares originally granted. Shares achieved during the three months ended March 5, 2021 resulted from 200% achievement of target for the 2018 Performance Share Program, as certified by the Executive Compensation Committee in the first quarter of fiscal 2021. Shares awarded during the three months ended March 5, 2021 include 0.2 million additional shares awarded for the final achievement of the 2018 Performance Share Program. The remaining awarded shares were for the 2021 Performance Share Program.

The total fair value of performance shares achieved during the three months ended March 5, 2021 was $212 million.

Employee Stock Purchase Plan

Employees purchased 0.4 million shares at an average price of $241.52 and 0.4 million shares at an average price of $196.45 for the three months ended March 5, 2021 and February 28, 2020, respectively. The intrinsic value of shares purchased during the three months ended March 5, 2021 and February 28, 2020 was $93 million and $56 million, respectively. The intrinsic value is calculated as the difference between the market value on the date of purchase and the purchase price of the shares.

Compensation Costs

As of March 5, 2021, there was $2.28 billion of unrecognized compensation cost, adjusted for estimated forfeitures, related to non-vested stock-based awards and purchase rights which will be recognized over a weighted average period of 2.44 years. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures.

Total stock-based compensation costs included in our condensed consolidated statements of income for the three months ended March 5, 2021 and February 28, 2020 were as follows:



(in millions)	2021		2020
Cost of revenue	$	17	$	15
Research and development	135		110
Sales and marketing	73		65
General and administrative	56		27
Total	$	281	$	217