XML 37 R22.htm IDEA: XBRL DOCUMENT v3.24.1.u1
STOCK REPURCHASE PROGRAM
9 Months Ended
Mar. 31, 2024
Equity [Abstract]  
STOCK REPURCHASE PROGRAM STOCK REPURCHASE PROGRAM
In May 2022, the Board of Directors authorized the Company to repurchase up to an additional $5.0 billion of Common Stock; this authorization supplements the remaining balances from any prior authorizations. These repurchases can be conducted on the open market or as private purchases and may include the use of derivative contracts with large financial institutions, in all cases subject to compliance with applicable law. This repurchase program has no termination date and may be suspended or discontinued at any time.
Repurchases under the repurchase program were as follows during the periods indicated:
PeriodTotal Number of
Shares
Repurchased
Total Cost of
Repurchase (1)
Average Price
Paid Per 
Share (1)
Amount
Available Under
Repurchase
Program
(in thousands, except per share data)
Available balance as of June 25, 2023$3,537,217 
Quarter ended September 24, 20231,257 $829,874 $660.01 $2,707,343 
Quarter ended December 24, 2023970 $640,267 $660.04 $2,067,076 
Quarter ended March 31, 2024828 $860,084 $774.77 (2)$1,206,992 
(1)    The Company’s net share repurchases are subject to a 1% excise tax under the Inflation Reduction Act. Excise tax incurred reduces the amount available under the repurchase program, as applicable, and is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders’ Equity and the calculation of the average price paid per share.
(2)    Average price paid per share excludes the effect of accelerated share repurchase activities. See additional disclosure below regarding the Company’s accelerated share repurchase activity during the nine months ended March 31, 2024.
In addition to the shares repurchased under the Board-authorized repurchase program shown above, during the three and nine months ended March 31, 2024, the Company acquired 123 thousand shares at a total cost of $120.1 million and 138 thousand shares at a total cost of $130.0 million, respectively, which the Company withheld through net settlements to cover minimum tax withholding obligations upon the vesting of restricted stock unit awards granted under the Company’s equity compensation plans. The shares retained by the Company through these net share settlements are not a part of the Board-authorized repurchase program but instead are authorized under the Company’s equity compensation plan.
Accelerated Share Repurchase Agreements
On February 1, 2024, the Company entered into accelerated share repurchase agreements (the "February 2024 ASRs") with two financial institutions to repurchase a total of $700 million of Common Stock. The Company took an initial delivery of approximately 631 thousand shares, which represented 75% of the prepayment amount divided by the Company’s closing stock price on February 1, 2024. The total number of shares received under the February 2024 ASRs is based upon the average daily volume weighted average price of the Company’s Common Stock during the repurchase period, less an agreed upon discount. Final settlement of the February 2024 ASRs occurred during April 2024, resulting in the receipt of approximately 140 thousand shares, which yielded a weighted-average share price of $917.38 (net of applicable excise taxes) for the transaction period.
The Company recorded the February 2024 ASRs as equity transactions; as such, at the time of receipt, shares were included in treasury stock at fair market value as of the corresponding trade date. The Company reflects shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.