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Stockholders' Equity | 12 Months Ended
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Aug. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stockholders' Equity | Stockholders’ Equity The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):
| Fiscal Year Ended August 31,
| 2024 |  | 2023 |  | 2022
Restricted stock units(1) | $ | 70 |  |  | $ | 81 |  |  | $ | 67 |
Employee stock purchase plan | 19 |  |  | 14 |  |  | 14 |
Total | $ | 89 |  |  | $ | 95 |  |  | $ | 81 |
(1)During the fiscal year ended August 31, 2024, the Company recorded a $13 million reversal to stock-based compensation expense primarily due to forfeitures of time-based, performance-based and market-based restricted stock awards. 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, 2024:
| Shares Available for Grant
Balance as of August 31, 2023 | 8,463,733 |
Restricted stock units granted, net of forfeitures(1) | (425,401) |
Balance as of August 31, 2024 | 8,038,332 |
(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, 2023 through August 31, 2024:
| Shares |  | Weighted-Average Grant-Date Fair Value
Outstanding as of August 31, 2023 | 3,908,753 |  |  | $ | 58.70 |
Changes during the period |  |  |
Shares granted(1) | 809,015 |  |  | $ | 144.79 |
Shares vested | (1,802,380) |  |  | $ | 46.99 |
Shares forfeited | (383,614) |  |  | $ | 97.60 |
Outstanding as of August 31, 2024 | 2,531,774 |  |  | $ | 91.51 |
(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, 2024, the Company awarded approximately 0.5 million time-based restricted stock units, 0.1 million performance-based restricted stock units and 0.1 million market-based restricted stock units based on target performance criteria. The following table represents the restricted stock units stock-based compensation information for the periods indicated (in millions):
| Fiscal Year Ended August 31,
| 2024 |  | 2023 |  | 2022
Fair value of restricted stock units vested | $ | 85 |  |  | $ | 93 |  |  | $ | 72 |
Tax benefit for stock compensation expense(1) | $ | 3 |  |  | $ | 2 |  |  | $ | 2 |
Unrecognized stock-based compensation expense — restricted stock units | $ | 47 |  |  |  |  |
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, 2024, 9,359,036 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,
| 2024 |  | 2023 |  | 2022
Expected dividend yield | 0.1 | % |  | 0.3 | % |  | 0.3 | %
Risk-free interest rate | 5.4 | % |  | 3.4 | % |  | 0.1 | %
Expected volatility(1) | 34.1 | % |  | 37.4 | % |  | 29.6 | %
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 2024 and 2023:
(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 2024 | October 19, 2023 |  | $ | 0.08 |  |  | $ | 11 |  |  | November 15, 2023 |  | December 4, 2023
| January 25, 2024 |  | $ | 0.08 |  |  | $ | 10 |  |  | February 15, 2024 |  | March 4, 2024
| April 17, 2024 |  | $ | 0.08 |  |  | $ | 9 |  |  | May 15, 2024 |  | June 4, 2024
| July 18, 2024 |  | $ | 0.08 |  |  | $ | 10 |  |  | August 15, 2024 |  | September 4, 2024
Fiscal Year 2023 | October 20, 2022 |  | $ | 0.08 |  |  | $ | 12 |  |  | November 15, 2022 |  | December 2, 2022
| January 26, 2023 |  | $ | 0.08 |  |  | $ | 10 |  |  | February 15, 2023 |  | March 2, 2023
| April 20, 2023 |  | $ | 0.08 |  |  | $ | 11 |  |  | May 15, 2023 |  | June 2, 2023
| July 20, 2023 |  | $ | 0.08 |  |  | $ | 11 |  |  | August 15, 2023 |  | September 5, 2023
Common Stock Outstanding The following represents the common stock outstanding for the fiscal year ended:
| Fiscal Year Ended August 31,
| 2024 |  | 2023 |  | 2022
Common stock outstanding: |  |  |  |  |
Beginning balances | 131,294,422 |  |  | 135,493,980 |  |  | 144,496,077 |
Shares issued under employee stock purchase plan | 628,960 |  |  | 1,043,294 |  |  | 970,480 |
Vesting of restricted stock | 1,802,380 |  |  | 2,014,802 |  |  | 2,503,143 |
Purchases of treasury stock under employee stock plans | (537,318) |  |  | (571,606) |  |  | (713,667) |
Treasury shares purchased | (19,444,277) |  |  | (6,686,048) |  |  | (11,762,053) |
Ending balances | 113,744,167 |  |  | 131,294,422 |  |  | 135,493,980 |
Treasury Shares Purchased The Company repurchases shares of its common stock under share repurchase programs authorized by the Company’s Board of Directors. The following Board approved share repurchase programs were executed through a combination of open market transactions and accelerated share repurchase (“ASR”) agreements (in millions):
| Board Approval Date |  | Amount Authorized |  | Shares Repurchased |  | Total Cash Utilized |  | Remaining Authorization |  | Authorization Completion Date
2022 Share Repurchase Program | Q4 FY 2021 |  | $ | 1,000 |  |  | 16.5 |  | $ | 1,000 |  |  | $ | — |  |  | Q2 FY 2023
2023 Share Repurchase Program | Q1 FY 2023 |  | $ | 1,000 |  |  | 2.7 |  | $ | 224 |  |  | (1) |  | Q4 FY 2023
Amended 2023 Share Repurchase Program | Q1 FY 2024 |  | $ | 2,500 |  |  | 20.4 |  | $ | 2,500 |  |  | $ | — |  |  | Q1 FY 2025
2025 Share Repurchase Program(2) | Q1 FY 2025 |  | $ | 1,000 |  |  | 0.7 |  | $ | 84 |  |  | $ | 916 |  |  |
(1)In September 2023, the Board of Directors amended and increased the 2023 Share Repurchase Program to allow for the repurchase of up to $2.5 billion of the Company’s common stock. (2)As of October 21, 2024, 0.7 million shares had been repurchased for $84 million and $916 million remains available under the 2025 Share Repurchase Program. Under ASR agreements, the Company makes payments to the participating financial institutions and receives an initial delivery of shares of common stock. The final number of shares delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreements. At the time the shares are received by the Company, the initial delivery and the final receipt of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):
Agreement Execution Date |  | Agreement Settlement Date |  | Agreement Amount |  | Initial Shares Delivered |  | Additional Shares Delivered |  | Total Shares Delivered |  | Average Price Paid Per Share |  |
Q1 FY 2024 |  | Q1 FY 2024 |  | $ | 500 |  |  | 3.3 |  | 0.6 |  | 3.9 |  | $ | 128.61 |  |  |
Q4 FY 2024 |  | Q1 FY 2025 |  | $ | 555 |  |  | 4.2 |  | 1.0 |  | 5.2 |  | $ | 107.08 |  |  |
In addition, the Company repurchased shares of its common stock through the open market as follows (in millions):
|  | Fiscal Year Ended August 31,
|  | 2024 |  | 2023 |  | 2022
|  | Shares |  | Cost |  | Shares |  | Cost |  | Shares |  | Cost
Open market share repurchases |  | 11.3 |  | $ | 1,445 |  |  | 6.7 |  | $ | 487 |  |  | 11.8 |  | $ | 696 |

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