Stock Repurchase Program

12 Months Ended

Nov. 29, 2024

To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we may repurchase our shares in the open market or enter into structured repurchase agreements with third parties. In December 2020, our Board of Directors granted authority to repurchase up to $15 billion in our common stock, which became fully utilized during fiscal 2024. In March 2024, our Board of Directors granted additional authority to repurchase up to $25 billion in our common stock through March 14, 2028.

During fiscal 2024, 2023 and 2022, we entered into accelerated share repurchase agreements (“ASRs”) with large financial institutions whereupon we provided them with prepayments totaling $9.5 billion, $1.4 billion and $2.4 billion, respectively. Under the terms of our ASRs, the financial institutions agree to deliver a portion of shares to us at contract inception and the remaining shares at settlement. The total number of shares delivered and average purchase price paid per share are determined upon settlement based on the Volume Weighted Average Price (“VWAP”) over the term of the ASR, less an agreed upon discount.

During fiscal 2023 and 2022, we also entered into structured stock repurchase agreements with large financial institutions whereupon we provided them with prepayments totaling $3 billion and $4.15 billion, respectively. Under the terms of these structured stock repurchase agreements, the financial institutions agree to deliver shares to us at monthly intervals during the respective contract terms, and the number of shares delivered each month are determined based on the total notional amount of the contracts, the number of trading days in the intervals and the VWAP during the intervals, less an agreed upon discount.

Share repurchase activities for fiscal 2024, 2023 and 2022 were as follows:


	Number of Shares Delivered (in millions)	Average Price Paid Per Share
Fiscal 2024
Structured stock repurchase agreement entered into in fiscal 2023	0.6	$	626.68
ASR entered into in December 2023	3.5	$	578.11
ASR entered into in March 2024	5.2	$	475.94
ASR entered into in June 2024	4.6	$	546.30
ASR entered into in September 2024	3.6	$	—	(1)
Total shares delivered	17.5
Fiscal 2023
Structured stock repurchase agreements entered into in fiscal 2023 and 2022	7.5	$	429.65
ASR entered into in December 2022	4.0	$	348.46
Total shares delivered	11.5
Fiscal 2022
Structured stock repurchase agreements entered into in fiscal 2022 and 2021	10.4	$	375.03
ASR entered into in December 2021	5.3	$	451.55
Total shares delivered	15.7

_________________________________________

(1) During fiscal 2024, we received the initial delivery of shares under the ASR entered into in September 2024, which remained outstanding as of November 29, 2024. Subsequent to November 29, 2024, the outstanding ASR was settled which resulted in total repurchases of 5.0 million shares at an average price of $501.37.

Prepayments for stock repurchases are classified as treasury stock, a component of stockholders’ equity on our Consolidated Balance Sheets, at the payment date, though only shares physically delivered to us by the end of the respective period are excluded from the computation of net income per share. As of November 29, 2024, a portion of the $2.5 billion prepayment under the ASR entered into in September 2024 was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity.

Subsequent to November 29, 2024, as part of the March 2024 stock repurchase authority, we entered into stock repurchase arrangements with a large financial institution which totaled $3.25 billion, including a $2.75 billion ASR and a trading plan under which we may execute up to $500 million in open market repurchases. Under the ASR, we received an initial delivery of 4.5 million shares, which represents approximately 75% of our $2.75 billion prepayment.