Stock Repurchase Program

9 Months Ended

Aug. 30, 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 the nine months ended August 30, 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 the nine months ended August 30, 2024 and September 1, 2023, we entered into accelerated share repurchase agreements (“ASRs”) with large financial institutions whereupon we provided them with prepayments totaling $7 billion and $1.4 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 the nine months ended September 1, 2023, we also entered into structured stock repurchase agreements with a large financial institution whereupon we provided them with prepayments totaling $2 billion. Under the terms of our 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 activity for the nine months ended August 30, 2024 and September 1, 2023 was as follows:


	Number of Shares Delivered (in millions)	Average Price Paid Per Share
Nine months ended August 30, 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	3.6	$	—	(1)

Total shares delivered	12.9
Nine months ended September 1, 2023
Structured stock repurchase agreements entered into in fiscal 2022 and the nine months ended September 1, 2023	5.7	$	396.43
ASR entered into in December 2022	4.0	$	348.46
Total shares delivered	9.7

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(1) During the nine months ended August 30, 2024, we received the initial delivery of shares under the ASR entered into in June 2024, which remained outstanding as of August 30, 2024. Subsequent to August 30, 2024, the outstanding ASR was settled which resulted in total repurchases of 4.6 million shares at an average price of $546.30.

Prepayments for stock repurchases are classified as treasury stock, a component of stockholders’ equity on our condensed 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 August 30, 2024, a portion of the $2.5 billion prepayment under the ASR entered into in June 2024 was evaluated as an unsettled forward contract indexed to our own stock, classified within stockholders’ equity.

Subsequent to August 30, 2024, as part of the March 2024 stock repurchase authority, we entered into an ASR with a large financial institution whereupon we provided them with a prepayment of $2.5 billion and received an initial delivery of 3.6 million shares, which represents approximately 75% of our prepayment. Upon completion of this $2.5 billion ASR, $17.65 billion remains under our March 2024 stock repurchase authority.