Stock Repurchase Program	9 Months Ended
Sep. 02, 2022
Stock Repurchase Program [Abstract]
STOCK REPURCHASE PROGRAM	STOCK REPURCHASE PROGRAM To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we may repurchase 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 common stock through the end of fiscal 2024. During our first quarter of fiscal 2022, we entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution whereupon we provided them with a prepayment of $2.4 billion. Under the terms of the ASR, the financial institution agreed to deliver a portion of shares to us at contract inception and the remaining shares at settlement, which occurred in the third quarter of fiscal 2022. The total number of shares delivered and average purchase price paid per share were 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 2, 2022 and September 3, 2021, we also entered into several structured stock repurchase agreements with large financial institutions, whereupon we provided them with prepayments totaling $2.4 billion and $2.95 billion, respectively. Under the terms of these structured stock repurchase agreements, the financial institutions agreed to deliver shares to us at monthly intervals during the respective contract terms, and the number of shares delivered each month was 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. During the nine months ended September 2, 2022, we repurchased a total of 10.7 million shares, including approximately 5.4 million shares at an average price of $429.13 through structured repurchase agreements entered into during fiscal 2021 and the nine months ended September 2, 2022, as well as 5.3 million shares at an average purchase price of $451.55 through the ASR described above. During the nine months ended September 3, 2021 we repurchased approximately 5.6 million shares at an average price of $508.52 through structured repurchase agreements entered into during fiscal 2020 and the nine months ended September 3, 2021. For the nine months ended September 2, 2022, the prepayments were 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 September 2, 2022 were excluded from the computation of net income per share. As of September 2, 2022, $400 million of prepayment remained under our outstanding structured stock repurchase agreement. Subsequent to September 2, 2022, as part of the December 2020 stock repurchase authority, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $1.75 billion. Upon completion of the $1.75 billion stock repurchase agreement, $6.55 billion remains under our December 2020 authority.

To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock issuances, we may repurchase 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 common stock through the end of fiscal 2024.

During our first quarter of fiscal 2022, we entered into an accelerated share repurchase agreement (“ASR”) with a large financial institution whereupon we provided them with a prepayment of $2.4 billion. Under the terms of the ASR, the financial institution agreed to deliver a portion of shares to us at contract inception and the remaining shares at settlement, which occurred in the third quarter of fiscal 2022. The total number of shares delivered and average purchase price paid per share were 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 2, 2022 and September 3, 2021, we also entered into several structured stock repurchase agreements with large financial institutions, whereupon we provided them with prepayments totaling $2.4 billion and $2.95 billion, respectively. Under the terms of these structured stock repurchase agreements, the financial institutions agreed to deliver shares to us at monthly intervals during the respective contract terms, and the number of shares delivered each

month was 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.

During the nine months ended September 2, 2022, we repurchased a total of 10.7 million shares, including approximately 5.4 million shares at an average price of $429.13 through structured repurchase agreements entered into during fiscal 2021 and the nine months ended September 2, 2022, as well as 5.3 million shares at an average purchase price of $451.55 through the ASR described above. During the nine months ended September 3, 2021 we repurchased approximately 5.6 million shares at an average price of $508.52 through structured repurchase agreements entered into during fiscal 2020 and the nine months ended September 3, 2021.

For the nine months ended September 2, 2022, the prepayments were 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 September 2, 2022 were excluded from the computation of net income per share. As of September 2, 2022, $400 million of prepayment remained under our outstanding structured stock repurchase agreement.

Subsequent to September 2, 2022, as part of the December 2020 stock repurchase authority, we entered into a structured stock repurchase agreement with a large financial institution whereupon we provided them with a prepayment of $1.75 billion. Upon completion of the $1.75 billion stock repurchase agreement, $6.55 billion remains under our December 2020 authority.