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Stockholders' Equity | 12 Months Ended
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Apr. 28, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stockholders' Equity | 11. Stockholders’ Equity Equity Incentive Programs The 1999 Plan — As most recently amended on September 15, 2016, the 1999 Stock Option Plan (the Plan) comprises five separate equity incentive programs: (i) the Discretionary Option Grant Program under which options may be granted to eligible individuals at a fixed price per share; (ii) the Stock Appreciation Rights Program under which eligible persons may be granted stock appreciation rights that allow individuals to receive the appreciation in fair market value of the shares; (iii) the Stock Issuance Program under which eligible individuals may be issued shares of common stock directly; (iv) the Performance Share and Performance Unit Program under which eligible persons may be granted performance shares or performance units which result in payment to the participant only if performance goals or other vesting criteria are achieved and (v) the Automatic Award Program under which nonemployee board members automatically receive equity grants at designated intervals over their period of board service. The Plan expires in August 2019. Under the Plan, the Board of Directors may grant to employees, nonemployee directors, consultants and independent advisors options to purchase shares of our common stock during their period of service. The exercise price for an incentive stock option and a nonstatutory option cannot be less than 100% of the fair market value of the common stock on the grant date. Options granted under the Plan generally vest over a four-year period. Options granted generally have a term of seven years after the grant date, subject to earlier termination upon the occurrence of certain events. The Plan prohibits the repricing of any outstanding stock option or stock appreciation right after it has been granted or to cancel any outstanding stock option or stock appreciation right and immediately replace it with a new stock option or stock appreciation right with a lower exercise price unless approved by stockholders. RSUs granted under the Plan include time-based RSUs that generally vest over a four-year period with 25% vesting on each anniversary of the grant date. The Compensation Committee of the Board of Directors (the Compensation Committee) has the discretion to use different vesting schedules. In addition, performance-based RSUs may be granted under the Plan and are subject to performance criteria and vesting terms specified by the Compensation Committee. Under the Plan, the number of shares reserved for issuance is reduced by two shares for every share subject to a full value award, which are specified to be grants that are in the form of performance shares and/or performance unit awards, stock, restricted stock or restricted stock units. The Plan (i) limits the number of shares that may be granted pursuant to awards under the Stock Issuance Program to a participant in any calendar year to 1 million, (ii) limits the initial value of performance units a participant may receive to not more than $5 million and (iii) limits the number of performance shares a participant may receive in a calendar year to 1 million. During fiscal 2017, the shares reserved for issuance under the Plan were increased by approximately 4 million shares of common stock. As of April 28, 2017, 23 million shares were available for grant under the Plan. Stock Options The following table summarizes information related to our stock options (in millions, except exercise price and contractual term):
|  | Number of Shares |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Term (Years) |  |  | Aggregate Intrinsic Value |
Outstanding as of April 25, 2014 |  |  | 15 |  |  | $ | 34.10 |  |  |  |  |  |  |  |  |
Granted |  |  | 2 |  |  | $ | 36.64 |  |  |  |  |  |  |  |  |
Exercised |  |  | (5 | ) |  | $ | 25.25 |  |  |  |  |  |  |  |  |
Forfeited and expired |  |  | — |  |  | $ | 42.42 |  |  |  |  |  |  |  |  |
Outstanding as of April 24, 2015 |  |  | 12 |  |  | $ | 37.74 |  |  |  |  |  |  |  |  |
Assumed in acquisition |  |  | 2 |  |  | $ | 5.20 |  |  |  |  |  |  |  |  |
Exercised |  |  | (2 | ) |  | $ | 19.64 |  |  |  |  |  |  |  |  |
Forfeited and expired |  |  | (3 | ) |  | $ | 38.27 |  |  |  |  |  |  |  |  |
Outstanding as of April 29, 2016 |  |  | 9 |  |  | $ | 34.01 |  |  |  |  |  |  |  |  |
Exercised |  |  | (3 | ) |  | $ | 25.61 |  |  |  |  |  |  |  |  |
Forfeited and expired |  |  | (2 | ) |  | $ | 39.36 |  |  |  |  |  |  |  |  |
Outstanding as of April 28, 2017 |  |  | 4 |  |  | $ | 35.76 |  |  |  | 3.25 |  |  | $ | 31 |
Exercisable as of April 28, 2017 |  |  | 3 |  |  | $ | 40.92 |  |  |  | 2.39 |  |  | $ | 11 |
The aggregate intrinsic value represents the pre-tax difference between the exercise price of stock options and the quoted market price of our stock on that day for all in-the-money options. Additional information related to our stock options is summarized below (in millions):
|  | Year Ended |
|  | April 28, 2017 |  |  | April 29, 2016 |  |  | April 24, 2015 |
Intrinsic value of exercises |  | $ | 26 |  |  | $ | 16 |  |  | $ | 70 |
Proceeds received from exercises |  | $ | 60 |  |  | $ | 27 |  |  | $ | 117 |
Fair value of options vested |  | $ | 15 |  |  | $ | 15 |  |  | $ | 33 |
Restricted Stock Units In fiscal 2017 and 2016, we granted PBRSUs to certain of our executives. Each PBRSU has performance-based vesting criteria (in addition to the service based vesting criteria) such that the PBRSU cliff-vests at the end of either an approximate two year or three year performance period, which began on the date specified in the grant agreement and ends the last day of the second or third fiscal year, respectively, following the grant date. The number of shares of common stock that will be issued to settle the PBRSUs at the end of the applicable performance and service period will range from 0% to 200% of a target number of shares originally granted, and will depend upon our Total Stockholder Return (TSR) as compared to an index TSR (each expressed as a growth rate percentage) calculated as of the applicable period end date. The fair values of the PBRSUs were fixed at grant date and the related aggregate compensation cost of PBRSUs granted in fiscal 2017 and 2016 was $15 million and $20 million, respectively, which is being recognized over the shorter of the remaining applicable performance or service periods. As of April 28, 2017 and April 29, 2016, respectively, there were approximately 1 million and 500 thousand PBRSUs outstanding. The following table summarizes information related to RSUs, including PBRSUs, (in millions, except for fair value):
|  | Number of Shares |  |  | Weighted- Average Grant Date Fair Value |
Outstanding as of April 25, 2014 |  |  | 13 |  |  | $ | 38.35 |
Granted |  |  | 7 |  |  | $ | 35.80 |
Vested |  |  | (5 | ) |  | $ | 40.14 |
Forfeited |  |  | (2 | ) |  | $ | 37.48 |
Outstanding as of April 24, 2015 |  |  | 13 |  |  | $ | 36.58 |
Granted |  |  | 7 |  |  | $ | 29.26 |
Vested |  |  | (5 | ) |  | $ | 37.72 |
Forfeited |  |  | (2 | ) |  | $ | 34.85 |
Outstanding as of April 29, 2016 |  |  | 13 |  |  | $ | 32.46 |
Granted |  |  | 5 |  |  | $ | 24.99 |
Vested |  |  | (5 | ) |  | $ | 32.03 |
Forfeited |  |  | (2 | ) |  | $ | 31.66 |
Outstanding as of April 28, 2017 |  |  | 11 |  |  | $ | 28.81 |
We primarily use the net share settlement approach upon vesting, where a portion of the shares are withheld as settlement of employee withholding taxes, which decreases the shares issued to the employee by a corresponding value. The number and value of the shares netted for employee taxes are summarized in the table below (in millions):
|  | Year Ended |
|  | April 28, 2017 |  |  | April 29, 2016 |  |  | April 24, 2015 |
Shares withheld for taxes |  |  | 2 |  |  |  | 2 |  |  |  | 2 |
Fair value of shares withheld |  | $ | 48 |  |  | $ | 50 |  |  | $ | 57 |
Employee Stock Purchase Plan Eligible employees are offered shares through a 24-month offering period, which consists of four consecutive 6-month purchase periods. Employees may purchase a limited number of shares of the Company’s stock at a discount of up to 15% of the lesser of the market value at the beginning of the offering period or the end of each 6-month purchase period. On September 15, 2016, the ESPP was amended to increase the shares reserved for issuance by 3 million shares of common stock. As of April 28, 2017, 9 million shares were available for issuance. The following table summarizes activity related to the purchase rights issued under the ESPP (in millions):
|  | Year Ended |
|  | April 28, 2017 |  |  | April 29, 2016 |  |  | April 24, 2015 |
Shares issued under the ESPP |  |  | 4 |  |  |  | 3 |  |  |  | 3 |
Proceeds from issuance of shares |  | $ | 80 |  |  | $ | 93 |  |  | $ | 97 |
Stock-Based Compensation Expense Stock-based compensation expense is included in the consolidated statements of operations as follows (in millions):
|  | Year Ended |
|  | April 28, 2017 |  |  | April 29, 2016 |  |  | April 24, 2015 |
Cost of product revenues |  | $ | 4 |  |  | $ | 5 |  |  | $ | 6 |
Cost of hardware maintenance and other services revenues |  |  | 13 |  |  |  | 19 |  |  |  | 16 |
Sales and marketing |  |  | 84 |  |  |  | 110 |  |  |  | 116 |
Research and development |  |  | 59 |  |  |  | 84 |  |  |  | 84 |
General and administrative |  |  | 35 |  |  |  | 42 |  |  |  | 37 |
Total stock-based compensation expense |  | $ | 195 |  |  | $ | 260 |  |  | $ | 259 |
Income tax benefit for stock-based compensation |  | $ | 41 |  |  | $ | 53 |  |  | $ | 57 |
As of April 28, 2017, total unrecognized compensation expense related to our equity awards was $211 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of 1.8 years. Valuation Assumptions The valuation of stock options, RSUs and ESPP purchase rights and the underlying weighted-average assumptions are summarized as follows:
|  | Year Ended |
|  | April 28, 2017 |  |  | April 29, 2016 |  |  | April 24, 2015 |
Stock options: |  |  |  |  |  |  |  |  |  |  |  |
Expected term in years |  | N/A |  |  | N/A |  |  |  | 4.8 |
Risk-free interest rate |  | N/A |  |  | N/A |  |  |  | 1.6 | %
Expected volatility |  | N/A |  |  | N/A |  |  |  | 29 | %
Expected dividend yield |  | N/A |  |  | N/A |  |  |  | 1.8 | %
Weighted-average fair value per share granted |  | N/A |  |  | N/A |  |  | $ | 8.24 |
RSUs: |  |  |  |  |  |  |  |  |  |  |  |
Risk-free interest rate |  |  | 1.0 | % |  |  | 0.6 | % |  |  | 0.6 | %
Expected dividend yield |  |  | 3.1 | % |  |  | 2.3 | % |  |  | 1.8 | %
Weighted-average fair value per share granted |  | $ | 24.99 |  |  | $ | 29.26 |  |  | $ | 35.80 |
ESPP: |  |  |  |  |  |  |  |  |  |  |  |
Expected term in years |  |  | 1.2 |  |  |  | 1.2 |  |  |  | 1.3 |
Risk-free interest rate |  |  | 0.8 | % |  |  | 0.5 | % |  |  | 0.2 | %
Expected volatility |  |  | 30 | % |  |  | 27 | % |  |  | 27 | %
Expected dividend yield |  |  | 3.1 | % |  |  | 2.3 | % |  |  | 1.8 | %
Weighted-average fair value per right granted |  | $ | 7.85 |  |  | $ | 8.18 |  |  | $ | 9.81 |
N/A - Not applicable. No options were granted in fiscal years 2017 or 2016. In connection with our fiscal 2016 acquisition of SolidFire, we assumed all of the then outstanding unvested options to purchase SolidFire common stock and converted those into unvested options to purchase 2 million shares of our common stock. The weighted average assumptions used to value these options, as of the acquisition date, were an expected term of 4.3 years, risk-free interest rate of 1.1%, expected volatility of 31% and expected dividend yield of 3.3%. The weighted average fair value per share of these options was $14.32. Stock Repurchase Program As of April 28, 2017, our Board of Directors has authorized the repurchase of up to $9.6 billion of our common stock. Under this program, which we may suspend or discontinue at any time, we may purchase shares of our outstanding common stock through open market and privately negotiated transactions at prices deemed appropriate by our management. The following table summarizes activity related to this program (in millions, except per share amounts):
|  | Year Ended |
|  | April 28, 2017 |  |  | April 29, 2016 |  |  | April 24, 2015 |
Number of shares repurchased |  |  | 22 |  |  |  | 33 |  |  |  | 30 |
Average price per share |  | $ | 32.72 |  |  | $ | 28.80 |  |  | $ | 39.30 |
Aggregate purchase price |  | $ | 705 |  |  | $ | 960 |  |  | $ | 1,165 |
Remaining authorization at end of period |  | $ | 794 |  |  | $ | 1,499 |  |  | $ | 2,460 |
The aggregate purchase price of our stock repurchases for fiscal 2017 consisted of $705 million of open market purchases, of which, $335 million and $370 million was allocated to additional paid-in capital and retained earnings, respectively. Since the May 13, 2003 inception of our stock repurchase program through April 28, 2017, we repurchased a total of 269 million shares of our common stock at an average price of $32.84 per share, for an aggregate purchase price of $8.8 billion. Preferred Stock Our Board of Directors has the authority to issue up to 5 million shares of preferred stock and to determine the price, rights, preferences, privileges, and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. No shares of preferred stock were issued or outstanding in any period presented. Dividends The following is a summary of our fiscal 2017, 2016 and 2015 activities related to dividends on our common stock (in millions, except per share amounts).
|  | Year Ended |
|  | April 28, 2017 |  |  | April 29, 2016 |  |  | April 24, 2015 |
Dividends per share declared |  | $ | 0.76 |  |  | $ | 0.72 |  |  | $ | 0.66 |
Dividend payments allocated to additional paid-in capital |  | $ | 88 |  |  | $ | 125 |  |  | $ | 52 |
Dividend payments allocated to retained earnings |  | $ | 120 |  |  | $ | 85 |  |  | $ | 156 |
On May 24, 2017, we declared a cash dividend of $0.20 per share of common stock, payable on July 26, 2017 to holders of record as of the close of business on July 7, 2017. The timing and amount of future dividends will depend on market conditions, corporate business and financial considerations and regulatory requirements. All dividends declared have been determined by the Company to be legally authorized under the laws of the state in which we are incorporated. Accumulated Other Comprehensive Income (Loss) Changes in AOCI by component, net of tax, are summarized below (in millions):
|  | Foreign Currency Translation Adjustments |  |  | Defined Benefit Obligation Adjustments |  |  | Unrealized Gains (Losses) on Available- for-Sale Securities |  |  | Unrealized Gains (Losses) on Derivative Instruments |  |  | Total |
Balance as of April 24, 2015 |  | $ | (23 | ) |  | $ | (13 | ) |  | $ | 11 |  |  | $ | 1 |  |  | $ | (24 | )
OCI before reclassifications, net of tax |  |  | 4 |  |  |  | (5 | ) |  |  | (4 | ) |  |  | (4 | ) |  |  | (9 | )
Amounts reclassified from AOCI, net of tax |  |  | — |  |  |  | 2 |  |  |  | (1 | ) |  |  | 1 |  |  |  | 2 |
Total OCI |  |  | 4 |  |  |  | (3 | ) |  |  | (5 | ) |  |  | (3 | ) |  |  | (7 | )
Balance as of April 29, 2016 |  |  | (19 | ) |  |  | (16 | ) |  |  | 6 |  |  |  | (2 | ) |  |  | (31 | )
OCI before reclassifications, net of tax |  |  | (10 | ) |  |  | 16 |  |  |  | (6 | ) |  |  | 8 |  |  |  | 8 |
Amounts reclassified from AOCI, net of tax |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (6 | ) |  |  | (6 | )
Total OCI |  |  | (10 | ) |  |  | 16 |  |  |  | (6 | ) |  |  | 2 |  |  |  | 2 |
Balance as of April 28, 2017 |  | $ | (29 | ) |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | (29 | )
The amounts reclassified out of AOCI are as follows (in millions):
|  | Year Ended |  |  |
|  | April 28, 2017 |  |  | April 29, 2016 |  |  | April 24, 2015 |  |  |
|  | Amounts Reclassified from AOCI |  |  | Statements of Operations Location
Recognized losses on defined benefit obligations |  | $ | 1 |  |  | $ | 2 |  |  |  | — |  |  | Operating expenses
Realized gains on available-for-sale securities |  |  | — |  |  |  | (1 | ) |  |  | — |  |  | Other expense, net
Realized (gains) losses on cash flow hedges |  |  | (6 | ) |  |  | 1 |  |  |  | (14 | ) |  | Net revenues
Total reclassifications |  | $ | (5 | ) |  | $ | 2 |  |  | $ | (14 | ) |  |

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- Definition The entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income, and compensation-related costs for equity-based compensation. Includes, but is not limited to, disclosure of policies, compensation plan details, equity-based arrangements to obtain goods and services, deferred compensation arrangements, and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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