Stockholders' Equity

12 Months Ended

Aug. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stockholders’ Equity

The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):


	Fiscal Year Ended August 31,
	2022		2021		2020
Restricted stock units	$	67	$	91	$	74
Employee stock purchase plan	14		11		9

Total	$	81	$	102	$	83

Equity Compensation Plan

The 2021 Equity Incentive Plan (the “2021 EIP”) provides for the grant of restricted stock awards, restricted stock unit awards and other stock-based awards. The maximum aggregate number of shares that are available for issuance under the 2021 EIP is 11,000,000.

Following is a reconciliation of the shares available to be issued under the 2021 EIP as of August 31, 2022:


			Shares Available for Grant
Balance as of August 31, 2021			10,981,300

Restricted stock units granted, net of forfeitures(1)			(1,007,006)
Balance as of August 31, 2022			9,974,294

(1)Represents the maximum number of shares that can be issued based on the achievement of certain performance criteria.

Restricted Stock Units

Certain key employees have been granted time-based, performance-based and market-based restricted stock units. The time-based restricted stock units granted generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 150%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.

The following table summarizes restricted stock units activity from August 31, 2021 through August 31, 2022:


	Shares	Weighted- Average Grant-Date Fair Value
Outstanding as of August 31, 2021	5,909,131	$	36.51
Changes during the period
Shares granted(1)	1,306,995	$	68.11
Shares vested	(2,503,143)	$	28.66
Shares forfeited	(299,989)	$	42.90
Outstanding as of August 31, 2022	4,412,994	$	49.87

(1)For those shares granted that are based on the achievement of certain performance criteria, the amount represents the maximum number of shares that can vest. During the fiscal year ended August 31, 2022, the Company awarded approximately 0.7 million time-based restricted stock units, 0.2 million performance-based restricted stock units and 0.2 million market-based restricted stock units based on target performance criteria.

The following table represents the restricted stock units and stock appreciation rights (“SARS”) stock-based compensation information for the periods indicated (in millions):


	Fiscal Year Ended August 31,
	2022		2021		2020
Intrinsic value of SARS exercised	$	—	$	—	$	2
Fair value of restricted stock units vested	$	72	$	69	$	56
Tax benefit for stock compensation expense(1)	$	2	$	1	$	1
Unrecognized stock-based compensation expense — restricted stock units	$	34
Remaining weighted-average period for restricted stock units expense	1.4 years

(1)Classified as income tax expense within the Consolidated Statements of Operations.

Employee Stock Purchase Plan

The maximum aggregate number of shares available for issuance under the 2011 Employee Stock Purchase Plan (the “ESPP”) is 23,000,000.

Employees are eligible to participate in the ESPP after 90 days of employment with the Company. The ESPP permits eligible employees to purchase common stock through payroll deductions, which may not exceed 10% of an employee’s compensation, as defined in the ESPP, at a price equal to 85% of the fair value of the common stock at the beginning or end of the offering period, whichever is lower. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code. As of August 31, 2022, 11,031,290 shares remained available for issue under the 2011 ESPP.

The fair value of shares issued under the ESPP was estimated on the commencement date of each offering period using the Black-Scholes option pricing model. The following weighted-average assumptions were used in the model for each respective period:


	Fiscal Year Ended August 31,
	2022		2021		2020
Expected dividend yield	0.3	%	0.5	%	0.4	%
Risk-free interest rate	0.1	%	0.1	%	1.9	%
Expected volatility(1)	29.6	%	32.9	%	30.7	%
Expected life	0.5 years		0.5 years		0.5 years

(1)The expected volatility was estimated using the historical volatility derived from the Company’s common stock.

Dividends

The following table sets forth certain information relating to the Company’s cash dividends declared to common stockholders during fiscal years 2022 and 2021:


(in millions, except for per share data)	Dividend Declaration Date	Dividend per Share		Total of Cash Dividends Declared		Date of Record for Dividend Payment	Dividend Cash Payment Date
Fiscal Year 2022:	October 21, 2021	$	0.08	$	12	November 15, 2021	December 1, 2021
	January 20, 2022	$	0.08	$	12	February 15, 2022	March 2, 2022
	April 21, 2022	$	0.08	$	12	May 16, 2022	June 2, 2022
	July 21, 2022	$	0.08	$	11	August 15, 2022	September 2, 2022
Fiscal Year 2021:	October 15, 2020	$	0.08	$	12	November 16, 2020	December 2, 2020
	January 21, 2021	$	0.08	$	12	February 15, 2021	March 2, 2021
	April 22, 2021	$	0.08	$	12	May 14, 2021	June 2, 2021
	July 22, 2021	$	0.08	$	12	August 13, 2021	September 2, 2021

Common Stock Outstanding

The following represents the common stock outstanding for the fiscal year ended:


	Fiscal Year Ended August 31,
	2022	2021	2020
Common stock outstanding:
Beginning balances	144,496,077	150,330,358	153,520,380
Shares issued upon exercise of stock options	—	9,321	56,999
Shares issued under employee stock purchase plan	970,480	1,288,397	1,106,852
Vesting of restricted stock	2,503,143	2,290,104	2,259,623
Purchases of treasury stock under employee stock plans	(713,667)	(622,703)	(621,250)
Treasury shares purchased(1)(2)	(11,762,053)	(8,799,400)	(5,992,246)
Ending balances	135,493,980	144,496,077	150,330,358

(1)In July 2021, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of the Company’s common stock (the “2022 Share Repurchase Program”). As of August 31, 2022, 12.4 million shares had been repurchased for $737 million and $263 million remains available under the 2022 Share Repurchase Program.

(2)In September 2022, the Board of Directors approved an authorization for the repurchase of up to $1.0 billion of the Company’s common stock (the “2023 Share Repurchase Program”).