Stock-Based Compensation

3 Months Ended

Feb. 28, 2020

Share-based Payment Arrangement [Abstract]

Restricted Stock Units

Restricted stock unit activity for the three months ended February 28, 2020 was as follows:



	Number of Shares (in millions)		Weighted Average Grant Date Fair Value		Aggregate Fair Value⁽¹⁾ (in millions)
Beginning outstanding balance	8.6		$	211.95
Awarded	2.7		$	350.46
Released	(2.7	)	$	177.06
Forfeited	(0.2	)	$	235.76
Ending outstanding balance	8.4		$	266.34	$	2,896

Expected to vest	7.5		$	263.96	$	2,593

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⁽¹⁾	The aggregate fair value is calculated using the closing stock price as of February 28, 2020 of $345.12.

The total fair value of restricted stock units vested during the three months ended February 28, 2020 was $950 million.

Performance Shares

In the first quarter of fiscal 2020, the Executive Compensation Committee approved the 2020 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 29, 2019.

As of February 28, 2020, the shares awarded under our 2020, 2019 and 2018 Performance Share Programs remain outstanding and are yet to be achieved.

Performance share activity for the three months ended February 28, 2020 was as follows:



	Number of Shares (in millions)		Weighted Average Grant Date Fair Value		Aggregate Fair Value⁽¹⁾ (in millions)
Beginning outstanding balance	1.0		$	199.78
Awarded	0.6		$	271.62
Achieved	(0.8	)	$	118.84
Forfeited	—		$	295.33
Ending outstanding balance	0.8		$	326.37	$	271

Expected to vest	0.7		$	319.26	$	237

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⁽¹⁾	The aggregate fair value is calculated using the closing stock price as of February 28, 2020 of $345.12.

Under our Performance Share Programs, participants generally have the ability to receive up to 200% of the target number of shares originally granted. Shares awarded during the three months ended February 28, 2020 include 0.4 million additional shares awarded for the final achievement of the 2017 Performance Share Program which was certified in the first quarter of fiscal 2020. The remaining awarded shares were for the 2020 Performance Share Program. Shares achieved during the three months ended February 28, 2020 resulted from 200% achievement of target for the 2017 Performance Share Program.

The total fair value of performance shares achieved during the three months ended February 28, 2020 was $264 million.

Employee Stock Purchase Plan

The assumptions used to value employee stock purchase rights during the three months ended February 28, 2020 and March 1, 2019 were as follows:



	2020	2019
Expected life (in years)	0.5 - 2.0	0.5 - 2.0
Volatility	24% - 29%	35% - 37%
Risk free interest rate	1.56% - 1.58%	2.47% - 2.63%

Employees purchased 0.4 million shares at an average price of $196.45 and 0.5 million shares at an average price of $129.23 for the three months ended February 28, 2020 and March 1, 2019, respectively. The intrinsic value of shares purchased during the three months ended February 28, 2020 and March 1, 2019 was $56 million and $51 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 February 28, 2020, there was $2.08 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 2.5 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 February 28, 2020 and March 1, 2019 were as follows:



(in millions)	2020				2019
Income Statement Classifications	Restricted Stock Units and Performance Share Awards		Stock Purchase Rights and Options		Restricted Stock Units and Performance Share Awards		Stock Purchase Rights and Options
Cost of revenue	$	12	$	3	$	9	$	4
Research and development	101		9		76		9
Sales and marketing	55		10		52		10
General and administrative	25		2		22		3
Total	$	193	$	24	$	159	$	26