11. Stockholders’ Equity

Equity Incentive Programs

The 1999 Plan — As most recently amended on September 14, 2017, 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 2018, the shares reserved for issuance under the Plan were increased by approximately 9 million shares of common stock. As of April 27, 2018, 26 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 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
Exercised		(2	)	$	36.99
Forfeited and expired		(1	)	$	40.50
Outstanding as of April 27, 2018		1		$	31.19		3.48	$	44
Exercisable as of April 27, 2018		1		$	34.30		2.91	$	34

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 27, 2018		April 28, 2017		April 29, 2016
Intrinsic value of exercises	$	37	$	26	$	16
Proceeds received from exercises	$	88	$	60	$	27
Fair value of options vested	$	8	$	15	$	15

Restricted Stock Units

In fiscal 2018, 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 on 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 using a Monte Carlo simulation model and the related aggregate compensation cost of PBRSUs granted in fiscal 2018, 2017 and 2016 of $20 million, $15 million and $20 million, respectively, is being recognized over the shorter of the remaining applicable performance or service periods.

As of April 27, 2018 and April 28, 2017, there were approximately 1 million 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 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
Granted		4		$	39.74
Vested		(5	)	$	30.59
Forfeited		(1	)	$	29.54
Outstanding as of April 27, 2018		9		$	32.91

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 27, 2018		April 28, 2017		April 29, 2016
Shares withheld for taxes		2		2		2
Fair value of shares withheld	$	75	$	48	$	50

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 14, 2017, the ESPP was amended to increase the shares reserved for issuance by approximately 3 million shares of common stock. As of April 27, 2018, 8 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 27, 2018		April 28, 2017		April 29, 2016
Shares issued under the ESPP		4		4		3
Proceeds from issuance of shares	$	85	$	80	$	93

Stock-Based Compensation Expense

Stock-based compensation expense is included in the consolidated statements of operations as follows (in millions):

	Year Ended
	April 27, 2018		April 28, 2017		April 29, 2016
Cost of product revenues	$	3	$	4	$	5
Cost of hardware maintenance and other services revenues		10		13		19
Sales and marketing		68		84		110
Research and development		49		59		84
General and administrative		31		35		42
Total stock-based compensation expense	$	161	$	195	$	260
Income tax benefit for stock-based compensation	$	29	$	41	$	53

As of April 27, 2018, total unrecognized compensation expense related to our equity awards was $206 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of 2.2 years.

Valuation Assumptions

The valuation of RSUs and ESPP purchase rights and the underlying weighted-average assumptions are summarized as follows:

	Year Ended
	April 27, 2018			April 28, 2017			April 29, 2016
RSUs:
Risk-free interest rate		1.4	%		1.0	%		0.6	%
Expected dividend yield		2.0	%		3.1	%		2.3	%
Weighted-average fair value per share granted	$	39.74		$	24.99		$	29.26

ESPP:
Expected term in years		1.2			1.2			1.2
Risk-free interest rate		1.4	%		0.8	%		0.5	%
Expected volatility		28	%		30	%		27	%
Expected dividend yield		2.0	%		3.1	%		2.3	%
Weighted-average fair value per right granted	$	12.34		$	7.85		$	8.18

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 27, 2018, our Board of Directors has authorized the repurchase of up to $13.6 billion of our common stock under our stock repurchase program, including a $4.0 billion increase approved by our Board of Directors in April 2018. Under this program, which we may suspend or discontinue at any time, we may purchase shares of our outstanding common stock through solicited or unsolicited transactions in the open market, in privately negotiated transactions, through accelerated share repurchase programs, pursuant to a Rule 10b5-1 plan or in such other manner as deemed appropriate by our management.

The following table summarizes activity related to this program (in millions, except per share amounts):

	Year Ended
	April 27, 2018		April 28, 2017		April 29, 2016
Number of shares repurchased		15		22		33
Average price per share	$	51.57	$	32.72	$	28.80
Aggregate purchase price	$	794	$	705	$	960
Remaining authorization at end of period	$	4,000	$	794	$	1,499

The aggregate purchase price of our stock repurchases for fiscal 2018 consisted of $794 million of open market purchases, of which, $568 million and $226 million was allocated to additional paid-in capital and retained earnings (accumulated deficit), respectively.

Since the May 13, 2003 inception of our stock repurchase program through April 27, 2018, we repurchased a total of 284 million shares of our common stock at an average price of $33.85 per share, for an aggregate purchase price of $9.6 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 2018, 2017 and 2016 activities related to dividends on our common stock (in millions, except per share amounts).

	Year Ended
	April 27, 2018		April 28, 2017		April 29, 2016
Dividends per share declared	$	0.80	$	0.76	$	0.72
Dividend payments allocated to additional paid-in capital	$	106	$	88	$	125
Dividend payments allocated to retained earnings (accumulated deficit)	$	108	$	120	$	85

On May 23, 2018, we declared a cash dividend of $0.40 per share of common stock, payable on July 25, 2018 to shareholders of record as of the close of business on July 6, 2018. 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 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	)
OCI before reclassifications, net of tax		2			1			(43	)		—			(40	)
Amounts reclassified from AOCI, net of tax		—			(1	)		—			—			(1	)
Total OCI		2			—			(43	)		—			(41	)
Balance as of April 27, 2018	$	(27	)	$	—		$	(43	)	$	—		$	(70	)

The amounts reclassified out of AOCI are as follows (in millions):

	Year Ended
	April 27, 2018			April 28, 2017			April 29, 2016
	Amounts Reclassified from AOCI									Statements of Operations Location
Recognized (gains) losses on defined benefit obligations	$	(2	)	$	1			2		Operating expenses
Realized gains on available-for-sale securities		—			—			(1	)	Other income (expense), net
Realized (gains) losses on cash flow hedges		—			(6	)		1		Net revenues
Total reclassifications	$	(2	)	$	(5	)	$	2