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Stockholders' Equity
9 Months Ended
Jan. 25, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stockholders' Equity

 

 

9. Stockholders’ Equity

Equity Incentive Awards

As of January 25, 2019, we have certain equity incentive awards (awards) outstanding, which include stock options, restricted stock units (RSUs), including time-based RSUs and performance-based RSUs (PBRSUs), and Employee Stock Purchase Plan (ESPP) awards.

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 27, 2018

 

 

1

 

 

$

31.19

 

 

 

 

 

 

 

 

 

Outstanding as of January 25, 2019

 

 

1

 

 

$

29.75

 

 

 

3.17

 

 

$

17

 

Exercisable as of January 25, 2019

 

 

1

 

 

$

30.91

 

 

 

2.90

 

 

$

15

 

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):

 

 

 

Nine Months Ended

 

 

 

January 25,

2019

 

 

January 26,

2018

 

Intrinsic value of exercises

 

$

28

 

 

$

29

 

Proceeds received from exercises

 

$

23

 

 

$

72

 

Fair value of options vested

 

$

2

 

 

$

6

 

Restricted Stock Units

In the nine months ended January 25, 2019, 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 PBRSUs cliff-vest at the end of an approximate three year performance period, which began on the date specified in the grant agreements and ends the last day of fiscal 2021. 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. For half of the PBRSUs granted in the current year, the number of shares issued will depend upon our Total Stockholder Return (TSR) as compared to the TSR of a specified group of benchmark peer companies (each expressed as a growth rate percentage) calculated as of the end of fiscal 2021. The fair values of these awards were fixed at grant date using a Monte Carlo simulation model. For the remaining PBRSUs granted, the number of shares issued will depend upon our achievement against a cumulative Adjusted Operating Income (AOI) target, as defined in the grant agreements, for the three year period from fiscal 2019 through 2021. The fair values of these awards were established consistent with our methodology for valuing time-based RSUs, while compensation cost is being recognized based on the probable outcome of the performance condition. The aggregate grant date fair value of all PBRSUs granted in the current year was $24 million, which is being recognized to compensation expense over the remaining applicable performance / service periods.

The following table summarizes information related to our RSUs, including PBRSUs, (in millions, except fair value):

 

 

 

Number of

Shares

 

 

Weighted-

Average

Grant Date

Fair Value

 

Outstanding as of April 27, 2018

 

 

9

 

 

$

32.91

 

Granted

 

 

3

 

 

$

63.31

 

Vested

 

 

(3

)

 

$

31.86

 

Forfeited

 

 

(1

)

 

$

35.16

 

Outstanding as of January 25, 2019

 

 

8

 

 

$

45.12

 

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):

 

 

 

Nine Months Ended

 

 

 

January 25,

2019

 

 

January 26,

2018

 

Shares withheld for taxes

 

 

1

 

 

 

2

 

Fair value of shares withheld

 

$

92

 

 

$

67

 

 

Employee Stock Purchase Plan

The following table summarizes activity related to the purchase rights issued under the ESPP (in millions):

 

 

 

Nine Months Ended

 

 

 

January 25,

2019

 

 

January 26,

2018

 

Shares issued under the ESPP

 

 

3

 

 

 

4

 

Proceeds from issuance of shares

 

$

96

 

 

$

85

 

Stock-Based Compensation Expense

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

January 25,

2019

 

 

January 26,

2018

 

 

January 25,

2019

 

 

January 26,

2018

 

Cost of product revenues

 

$

1

 

 

$

 

 

$

2

 

 

$

2

 

Cost of hardware maintenance and other services revenues

 

 

3

 

 

 

3

 

 

 

8

 

 

 

8

 

Sales and marketing

 

 

19

 

 

 

16

 

 

 

52

 

 

 

53

 

Research and development

 

 

13

 

 

 

11

 

 

 

37

 

 

 

38

 

General and administrative

 

 

7

 

 

 

8

 

 

 

22

 

 

 

24

 

Total stock-based compensation expense

 

$

43

 

 

$

38

 

 

$

121

 

 

$

125

 

Income tax benefit for stock-based compensation expense

 

$

1

 

 

$

5

 

 

$

11

 

 

$

23

 

As of January 25, 2019, total unrecognized compensation expense related to our equity awards was $316 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of 2.2 years.

Stock Repurchase Program

Our Board of Directors has authorized the repurchase of up to $13.6 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 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 for the nine months ended January 25, 2019 (in millions, except per share amounts):

 

Number of shares repurchased

 

 

22

 

Average price per share

 

$

74.17

 

Aggregate purchase price

 

$

1,611

 

Remaining authorization at end of period

 

$

2,389

 

 

The aggregate purchase price of our stock repurchases for the nine months ended January 25, 2019 consisted of $1,611 million of open market purchases, of which $898 million and $713 million were allocated to additional paid-in capital and retained earnings (accumulated deficit), respectively.

Since the May 13, 2003 inception of our stock repurchase program through January 25, 2019, we repurchased a total of 306 million shares of our common stock at an average price of $36.72 per share, for an aggregate purchase price of $11.2 billion.

Dividends

The following is a summary of our activities related to dividends on our common stock (in millions, except per share amounts):

 

 

 

Nine Months Ended

 

 

 

January 25,

2019

 

 

January 26,

2018

 

Dividends per share declared

 

$

1.20

 

 

$

0.60

 

Dividend payments allocated to additional paid-in capital

 

$

306

 

 

$

53

 

Dividend payments allocated to retained earnings (accumulated deficit)

 

$

 

 

$

108

 

 

On February 13, 2019, we declared a cash dividend of $0.40 per share of common stock, payable on April 24, 2019 to holders of record as of the close of business on April 5, 2019. 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 us to be legally authorized under the laws of the state in which we are incorporated.

Retained Earnings (Accumulated Deficit)

A reconciliation of retained earnings (accumulated deficit) is as follows (in millions):

 

Balance as of April 27, 2018

 

$

(9

)

Cumulative-effect of new accounting principle

 

 

(51

)

Net income

 

 

773

 

Repurchases of common stock

 

 

(713

)

Balance as of January 25, 2019

 

$

 

 

In the first quarter of fiscal 2019, we adopted an ASU that eliminates the deferred tax effects of intra-entity asset transfers other than inventory and recorded the cumulative-effect of adoption to retained earnings (accumulated deficit). Refer to Note 1 – Description of Business and Significant Accounting Policies for details.

 

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) (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

 

 

Total

 

Balance as of April 27, 2018

 

$

(27

)

 

$

 

 

$

(43

)

 

$

(70

)

Other comprehensive income (loss), net of tax

 

 

(4

)

 

 

 

 

 

7

 

 

 

3

 

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

(1

)

 

 

 

 

 

(1

)

Total other comprehensive loss

 

 

(4

)

 

 

(1

)

 

 

7

 

 

 

2

 

Balance as of January 25, 2019

 

$

(31

)

 

$

(1

)

 

$

(36

)

 

$

(68

)