Number of shares repurchased (in shares)

[Table of Contents](#i988317c7021a4a8fa66f2208a2958f7e_10)NOTE 10 – Fair Value Measurements The following table summarizes the carrying values and fair values of the Company’s financial instruments that were not carried at fair value in the consolidated balance sheets:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | July 31, 2022 |  | July 31, 2021 |
| (In thousands) | Carrying Value Total |  |  |  | Fair Value Total |  | Carrying Value Total |  |  |  | Fair Value Total |
| Assets |  |  |  |  |  |  |  |  |  |  |  |
| Cash equivalents | $ | 1,236,990  |  |  |  |  | $ | 1,237,337  |  |  | $ | 754,300  |  |  |  |  | $ | 754,304  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Total Assets | $ | 1,236,990  |  |  |  |  | $ | 1,237,337  |  |  | $ | 754,300  |  |  |  |  | $ | 754,304  |  |
| Liabilities |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Long-term fixed rate debt, including current portion | $ | —  |  |  |  |  | $ | —  |  |  | $ | 399,733  |  |  |  |  | $ | 432,027  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |
| Total Liabilities | $ | —  |  |  |  |  | $ | —  |  |  | $ | 399,733  |  |  |  |  | $ | 432,027  |  |

  
During the year ended July 31, 2022, no transfers were made between any levels within the fair value hierarchy. The fair value of the Senior Notes is based on the discounted value of each interest and principal payment calculated utilizing market interest rates of similar types of borrowing arrangements and was classified within Level II of the fair value hierarchy. See Note 1 — Summary of Significant Accounting Policies and Note 9 — Long-Term Debt.  
NOTE 11 — Net Income Per Share   
The table below reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding:

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Year Ended July 31, |
| (In thousands) |  | 2022 |  | 2021 |  | 2020 |
| Weighted average common shares outstanding |  | 237,419  |  |  | 236,252  |  |  | 233,202  |  |
| Effect of dilutive securities |  | 3,732  |  |  | 4,038  |  |  | 5,454  |  |
| Weighted average common and dilutive potential common shares outstanding |  | 241,151  |  |  | 240,290  |  |  | 238,656  |  |

  
There were no material adjustments to net income required in calculating diluted net income per share. Excluded from the dilutive earnings per share calculation were 3,722,762; 4,090,250; and 1,575,167 options to purchase the Company’s common stock for the years ended July 31, 2022, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive.   
NOTE 12 — Stockholders’ Equity   
General  
The Company has authorized the issuance of 400 million shares of common stock, with a par value of $0.0001, of which 238,040,974 shares were issued and outstanding at July 31, 2022. As of July 31, 2022 and 2021, the Company had reserved 14,378,120 and 15,326,030 shares of common stock, respectively, for the issuance of options, restricted stock or restricted stock units granted under the Company’s stock option plans and 1,100,458 and 1,194,213 shares of common stock, respectively, for the issuance of shares under the Copart, Inc. Employee Stock Purchase Plan (“ESPP”). The Company has authorized the issuance of five million shares of preferred stock, with a par value of $0.0001, none of which were issued or outstanding at July 31, 2022 or 2021, which have the rights and preferences as the Company’s Board of Directors shall determine, from time to time.  
Stock Repurchases  
On September 22, 2011, the Company’s Board of Directors approved an 80 million share increase in the stock repurchase program, bringing the total current authorization to 196 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as the Company deems appropriate and may be discontinued at any time. For fiscal 2022 and 2021, the Company did not repurchase any shares of its common stock under the program. As of July 31, 2022, the total number of shares repurchased under the program was 114,549,198, and 81,450,802 shares were available for repurchase under the program. 75
