Stockholders' Equity

12 Months Ended

Aug. 31, 2021

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,
	2021		2020		2019
Restricted stock units	$	91	$	74	$	54
Employee stock purchase plan	11		9		7
Total	$	102	$	83	$	61

Equity Compensation Plan

On January 21, 2021, the 2021 Equity Incentive Plan (the “2021 EIP”) was approved by the shareholders of the Company. The 2021 EIP replaced the Company’s 2011 Stock Award and Incentive Plan (the “2011 Plan”), which terminated on October 21, 2020. The maximum aggregate number of shares that are available for issuance under the 2021 EIP is 11,000,000, which includes the: (i) additional shares authorized by the shareholders in January 2021 and (ii) the shares previously available for issuance under the 2011 Plan.

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

	Shares Available for Grant
Balance as of August 31, 2020	10,609,508
Shares authorized	2,233,503
Restricted stock units granted, net of forfeitures(1)	(1,861,711)
Balance as of August 31, 2021	10,981,300

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

Stock Appreciation Rights (“SARS”)

The following table summarizes SARS activity from August 31, 2020 through August 31, 2021:

	SARS Outstanding	Average Intrinsic Value (in thousands)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (years)
Outstanding as of August 31, 2020	15,000	$	235	$	18.49	1.13
SARS exercised	(15,000)			$	18.49
Outstanding and exercisable as of August 31, 2021	—	$	—	$	—	$	—

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, 2020 through August 31, 2021:

	Shares	Weighted- Average Grant-Date Fair Value
Outstanding as of August 31, 2020	6,337,524	$	32.64
Changes during the period
Shares granted(1)	2,304,115	$	40.11
Shares vested	(2,290,104)	$	30.17
Shares forfeited	(442,404)	$	32.38
Outstanding as of August 31, 2021	5,909,131	$	36.51

(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, 2021, the Company awarded approximately 1.2 million time-based restricted stock units, 0.4 million performance-based restricted stock units and 0.3 million market-based restricted stock units based on target performance criteria.

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

	Fiscal Year Ended August 31,
	2021		2020		2019
Intrinsic value of SARS exercised	$	—	$	2	$	—
Fair value of restricted stock units vested	$	69	$	56	$	50
Tax benefit for stock compensation expense(1)	$	1	$	1	$	1
Unrecognized stock-based compensation expense — restricted stock units	$	35
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

On January 21, 2021 the Company’s shareholders approved increasing the maximum aggregate number of shares available for issuance under the 2011 Employee Stock Purchase Plan (the “ESPP”) to 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, 2021, 12,001,770 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,
	2021		2020		2019
Expected dividend yield	0.5	%	0.4	%	0.6	%
Risk-free interest rate	0.1	%	1.9	%	2.3	%
Expected volatility (1)	32.9	%	30.7	%	28.6	%
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 2021 and 2020:

	Dividend Declaration Date	Dividend per Share		Total of Cash Dividends Declared		Date of Record for Dividend Payment	Dividend Cash Payment Date
	(in millions, except for per share data)
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
Fiscal Year 2020:	October 17, 2019	$	0.08	$	13	November 15, 2019	December 2, 2019
	January 23, 2020	$	0.08	$	13	February 14, 2020	March 4, 2020
	April 15, 2020	$	0.08	$	12	May 15, 2020	June 3, 2020
	July 16, 2020	$	0.08	$	12	August 14, 2020	September 2, 2020

Common Stock Outstanding

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

	Fiscal Year Ended August 31,
	2021	2020	2019
Common stock outstanding:
Beginning balances	150,330,358	153,520,380	164,588,172
Shares issued upon exercise of stock options	9,321	56,999	11,348
Shares issued under employee stock purchase plan	1,288,397	1,106,852	1,282,042
Vesting of restricted stock	2,290,104	2,259,623	1,983,261
Purchases of treasury stock under employee stock plans	(622,703)	(621,250)	(489,836)
Treasury shares purchased(1)(2)(3)	(8,799,400)	(5,992,246)	(13,854,607)
Ending balances	144,496,077	150,330,358	153,520,380

(1)During fiscal year 2018, the Board of Directors authorized the repurchase of $350 million of the Company’s common stock under share repurchase programs, which were repurchased during fiscal year 2019.

(2)In September 2019, the Board of Directors authorized the repurchase of up to $600 million of the Company’s common stock as part of a two-year capital allocation framework (“the 2020 Share Repurchase Program”). As of August 31, 2021, 14.1 million shares had been repurchased for $600 million and no authorization remains under the 2020 Share Repurchase Program.

(3)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, 2021, 0.7 million shares had been repurchased for $42 million and $958 million remains available under the 2022 Share Repurchase Program.