Stockholders' Equity, Comprehensive Income and Share-Based Compensation | Stockholders’ Equity, Comprehensive Income and Share-Based Compensation Accumulated Other Comprehensive Income (Loss) Changes in the components of accumulated other comprehensive income (AOCI), net of tax, were as follows: Unrealized Gain (Loss) on Investments, Net Unrealized Gain (Loss) on Derivative Instruments Qualifying as Cash Flow Hedges Defined and Postretirement Benefit Plans Cumulative Translation Adjustments Total (in millions) Balance as of October 25, 2020 $ 20 $ (133) $ (199) $ 13 $ (299) Other comprehensive income (loss) before reclassifications (7) 14 — — 7 Amounts reclassified out of AOCI (4) 4 — — — Other comprehensive income (loss), net of tax (11) 18 — — 7 Balance as of August 1, 2021 $ 9 $ (115) $ (199) $ 13 $ (292) Unrealized Gain (Loss) on Investments, Net Unrealized Gain (Loss) on Derivative Instruments Qualifying as Cash Flow Hedges Defined and Postretirement Benefit Plans Cumulative Translation Adjustments Total (in millions) Balance as of October 27, 2019 $ 11 $ (16) $ (188) $ 13 $ (180) Other comprehensive income (loss) before reclassifications 19 (109) — — (90) Amounts reclassified out of AOCI (6) (1) — — (7) Other comprehensive income (loss), net of tax 13 (110) — — (97) Balance as of July 26, 2020 $ 24 $ (126) $ (188) $ 13 $ (277) The tax effects on the unrealized loss on derivative instruments qualifying as cash flow hedges for the nine months ended August 1, 2021 was not material and was $32 million for the nine months ended July 26, 2020. The tax effects on net income of amounts reclassified from AOCI for the three and nine months ended August 1, 2021 and July 26, 2020 were not material. Stock Repurchase Program In March 2021, Applied’s Board of Directors approved a common stock repurchase program authorizing $7.5 billion in repurchases, which supplemented the previously existing $6.0 billion authorization approved in February 2018. As of August 1, 2021, approximately $6.5 billion remained available for future stock repurchases under the repurchase program. The following table summarizes Applied’s stock repurchases for the three and nine months ended August 1, 2021 and July 26, 2020: Three Months Ended Nine Months Ended August 1, July 26, August 1, July 26, (in millions, except per share amount) Shares of common stock repurchased 11 4 17 11 Cost of stock repurchased $ 1,500 $ 200 $ 2,250 $ 599 Average price paid per share $ 133.40 $ 59.41 $ 134.03 $ 55.74 Applied records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon reissuance of treasury stock, amounts in excess of the acquisition cost are credited to additional paid in capital. If Applied reissues treasury stock at an amount below its acquisition cost and additional paid in capital associated with prior treasury stock transactions is insufficient to cover the difference between the acquisition cost and the reissue price, this difference is recorded against retained earnings. Dividends In June 2021, March 2021 and December 2020, Applied’s Board of Directors declared quarterly cash dividends, in the amount of $0.24, $0.24 and $0.22 per share, respectively. The dividend declared in June 2021 is payable in September 2021. Dividends paid during the nine months ended August 1, 2021 and July 26, 2020 totaled $622 million and $587 million, respectively. Applied currently anticipates that cash dividends will continue to be paid on a quarterly basis, although the declaration of any future cash dividend is at the discretion of the Board of Directors and will depend on Applied’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination by the Board of Directors that cash dividends are in the best interests of Applied’s stockholders. Share-Based Compensation Applied has a stockholder-approved equity plan, the Employee Stock Incentive Plan (ESIP), which permits grants to employees of share-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units and performance units. In addition, the plan provides for the automatic grant of restricted stock units to non-employee directors and permits the grant of share-based awards to non-employee directors and consultants. Share-based awards made under the plan may be subject to accelerated vesting under certain circumstances in the event of a change in control of Applied. On March 11, 2021, Applied’s shareholders approved an amendment and restatement of the ESIP to, among other changes, add 10 million shares to the number of shares of Applied common stock authorized for issuance. In addition, Applied currently has two Employee Stock Purchase Plans, one generally for United States employees (U.S. ESPP) and a second for employees of international subsidiaries (Offshore ESPP, and together with the U.S. ESPP, the Existing ESPP), which enable eligible employees to purchase Applied common stock. On March 11, 2021, Applied’s shareholders approved an amendment and restatement of the U.S. ESPP (as amended, the Omnibus ESPP). The Omnibus ESPP will become effective on September 1, 2021 (the Effective Date) in accordance with its terms, and amends the U.S. ESPP to, among other changes, (i) incorporate the Offshore ESPP as a sub-plan, and (ii) add 11.3 million shares to the number of shares of Applied common stock authorized for issuance. The Offshore ESPP will terminate as an independent plan on the Effective Date. During the three and nine months ended August 1, 2021 and July 26, 2020, Applied recognized share-based compensation expense related to equity awards and Existing ESPP shares. The effect of share-based compensation on the results of operations was as follows: Three Months Ended Nine Months Ended August 1, July 26, August 1, July 26, (In millions) Cost of products sold $ 28 $ 24 $ 93 $ 79 Research, development and engineering 30 27 101 89 Marketing and selling 11 8 34 27 General and administrative 12 11 44 39 Total share-based compensation $ 81 $ 70 $ 272 $ 234 The cost associated with share-based awards that are subject solely to time-based vesting requirements, less expected forfeitures, is recognized over the awards’ service period for the entire award on a straight-line basis. Share-based awards granted to certain executive officers allow partial accelerated vesting in the event of a qualifying retirement based on age and years of service. The cost associated with performance-based equity awards, which include both performance and market goals, is recognized for each tranche over the service period. The cost of equity awards related to performance goals is based on an assessment of the likelihood that the applicable performance goals will be achieved. For the equity awards based on market goals, the cost is recognized based upon the assumption of 100% achievement of the goal. As of August 1, 2021, Applied had $547 million in total unrecognized compensation expense, net of estimated forfeitures, related to grants of share-based awards and shares issued under Applied’s Existing ESPP, which will be recognized over a weighted average period of 2.7 years. As of August 1, 2021, there were 35 million shares available for grants of share-based awards under the ESIP, and an additional 8 million shares available for issuance under the Existing ESPP, which excludes the 11.3 million shares approved by shareholders in March 2021 to be added to the Omnibus ESPP, which will be effective on September 1, 2021. Restricted Stock Units, Restricted Stock, Performance Shares and Performance Units A summary of the changes in any restricted stock units, restricted stock, performance shares and performance units outstanding under Applied’s equity compensation plans during the nine months ended August 1, 2021 is presented below: Shares Weighted Average (In millions, except per share amounts) Outstanding as of October 25, 2020 15 $ 45.36 Granted 5 $ 90.64 Vested (6) $ 43.02 Canceled (1) $ 56.53 Outstanding as of August 1, 2021 13 $ 62.28 As of August 1, 2021, 1.3 million additional performance-based awards could be earned based upon achievement of certain levels of specified performance goals. During the first quarter of fiscal 2021, certain executive officers were granted awards that are subject to the achievement of targeted levels of adjusted operating margin and targeted levels of total shareholder return (TSR) relative to a peer group, comprised of companies in the Standard & Poor's 500 Index. Each metric will be weighted 50% and will be measured over a three-year period. The awards become eligible to vest only if performance goals are achieved and will vest only if the grantee remains employed by Applied through each applicable vesting date, subject to a qualifying retirement described below. The number of shares that may vest in full after three years ranges from 0% to 200% of the target amount. The awards provide for a partial payout based on actual performance at the conclusion of the three-year performance period in the event of a qualifying retirement based on age and years of service. During the first quarter of fiscal 2021, certain executive officers were also granted non-recurring long-term performance-based awards that are subject to the achievement of targeted levels of Applied’s absolute TSR. The awards become eligible to vest only if targeted levels of TSR are achieved during the five-year performance period and will vest only if the grantee remains employed by Applied through the vesting date in October 2025, except in the event of involuntary termination of employment without cause, death or following a change of control. The number of shares that may vest in full after five years ranges from 0% to 200% of the target amount. The fair value of the portion of the awards subject to targeted levels of adjusted operating margin is estimated on the date of grant. If the performance goals are not met as of the end of the performance period, no compensation expense is recognized, and any previously recognized compensation expense is reversed. The expected cost is based on the portion of the awards that is probable to vest and is reflected over the service period and reduced for estimated forfeitures. The fair value of the portion of the awards subject to targeted levels of relative TSR or absolute TSR is estimated on the date of grant using a Monte Carlo simulation model. Compensation expense is recognized based upon the assumption of 100% achievement of the TSR goal and will not be reversed even if the threshold level of TSR is never achieved, and is reflected over the service period and reduced for estimated forfeitures. Employee Stock Purchase Plans Under the Existing ESPP, substantially all employees may purchase Applied common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of Applied common stock at the beginning or end of each 6-month purchase period, subject to certain limits. Applied issued a total of 2 million shares in each of the nine months ended August 1, 2021 and July 26, 2020. Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes model. Nine Months Ended August 1, 2021 July 26, 2020 Dividend yield 0.72% 1.40% Expected volatility 44.6% 37.2% Risk-free interest rate 0.05% 1.05% Expected life (in years) 0.5 0.5 Weighted average estimated fair value $18.34 $15.24 |