The 2021 Plan — The 2021 Equity Incentive Plan (the 2021 Plan) was adopted by our Board of Directors and approved by the stockholders on September 10, 2021. The 2021 Plan replaced the 1999 Stock Option Plan (the 1999 Plan), and the 1999 Plan terminated effective as of September 11, 2021, except that the 1999 Plan will continue to govern awards outstanding thereunder as of the date of such plan’s termination and such awards will continue in force and effect until terminated pursuant to their terms. The 2021

Plan provides for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to our employees, directors, and consultants.

Under the 2021 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. The 2021 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 2021 Plan include time-based RSUs that generally vest over a four-year period with 25% vesting on the first anniversary of the grant date and 6.25% vesting quarterly thereafter. 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.

Less than 1 million stock options were outstanding as of April 29, 2022 and April 30, 2021.

In fiscal 2022, 2021 and 2020, 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 one, two or three year performance period, which began on the date specified in the grant agreement and typically ends on the last day of the first, second or third fiscal year, respectively, following the grant date. The number of shares of common stock that will be issued to settle most of these 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 most of the PBRSUs granted in fiscal 2022 and fiscal 2021 and half of the PBRSUs granted in fiscal 2020, 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 the performance period. The fair values of these awards were fixed at grant date using a Monte Carlo simulation model. For the remaining PBRSUs granted in fiscal 2020, the number of shares issued depended upon our achievement against a cumulative Adjusted Operating Income (AOI) target, as defined in the grant agreements, for the three-year periods from fiscal 2020 through 2022. The fair values of these AOI PBRSUs were established consistent with our methodology for valuing time-based RSUs, while compensation cost was recognized based on the probable outcome of the performance condition. The aggregate grant date fair value of all PBRSUs granted in fiscal 2022, 2021 and 2020 was $59 million, $27 million and $18 million, respectively, and these amounts are being recognized to expense over the shorter of the remaining applicable performance or service periods.

As of April 29, 2022, April 30, 2021 and April 24, 2020, 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 26, 2019		8		$	45.68
Granted		4		$	51.39
Vested		(4	)	$	38.87
Forfeited		(1	)	$	48.30
Outstanding as of April 24, 2020		7		$	51.40
Granted		6		$	42.46
Vested		(3	)	$	44.74
Forfeited		(1	)	$	51.20
Outstanding as of April 30, 2021		9		$	47.75
Granted		5		$	80.40
Vested		(3	)	$	48.91
Forfeited		(1	)	$	57.46
Outstanding as of April 29, 2022		10		$	64.09

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):

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 10, 2021, the ESPP was amended to increase the shares reserved for issuance by 3 million shares of common stock. As of April 29, 2022, 5 million shares were available for issuance. The following table summarizes activity related to the purchase rights issued under the ESPP (in millions):

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


	Year Ended
	April 29, 2022		April 30, 2021		April 24, 2020
Cost of product revenues	$	4	$	4	$	3
Cost of hardware support and other services revenues		13		10		10
Sales and marketing		115		92		66
Research and development		75		64		53
General and administrative		38		27		21
Total stock-based compensation expense	$	245	$	197	$	153

As of April 29, 2022, total unrecognized compensation expense related to our equity awards was $475 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of 2.2 years.

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


	Year Ended
	April 29, 2022			April 30, 2021			April 24, 2020
RSUs:
Risk-free interest rate		0.5	%		0.2	%		1.7	%
Expected dividend yield		2.4	%		4.4	%		2.9	%
Weighted-average fair value per share granted	$	80.40		$	42.46		$	51.39

ESPP:
Expected term in years		1.2			1.2			1.2
Risk-free interest rate		0.2	%		0.2	%		2.0	%
Expected volatility		37	%		47	%		33	%
Expected dividend yield		2.4	%		4.4	%		3.1	%
Weighted-average fair value per right granted	$	24.75		$	10.08		$	10.15

As of April 29, 2022, our Board of Directors has authorized the repurchase of up to $15.1 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. In March 2020, we suspended our repurchases under the program due to the economic impact of the COVID-19 pandemic. We reinitiated our stock repurchase program during the third quarter of fiscal year 2021.

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


	Year Ended
	April 29, 2022		April 30, 2021		April 24, 2020
Number of shares repurchased		7		2		25
Average price per share	$	84.49	$	67.61	$	56.34
Stock repurchases allocated to additional paid-in capital	$	20	$	3	$	625
Stock repurchases allocated to retained earnings	$	580	$	122	$	786
Remaining authorization at end of period	$	1,252	$	352	$	477

Since the May 13, 2003 inception of our stock repurchase program through April 29, 2022, we repurchased a total of 347 million shares of our common stock at an average price of $39.95 per share, for an aggregate purchase price of $13.9 billion.

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.

The following is a summary of our fiscal 2022, 2021 and 2020 activities related to dividends on our common stock (in millions, except per share amounts).


	Year Ended
	April 29, 2022		April 30, 2021		April 24, 2020
Dividends per share declared	$	2.00	$	1.92	$	1.92
Dividend payments allocated to additional paid-in capital	$	—	$	30	$	400
Dividend payments allocated to retained earnings	$	446	$	397	$	39

On May 27, 2022, we declared a cash dividend of $0.50 per share of common stock, payable on July 27, 2022 to shareholders of record as of the close of business on July 8, 2022. 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.

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			Unrealized Gains (Losses) on Cash Flow Hedges			Total
Balance as of April 26, 2019	$	(34	)	$	(3	)	$	(7	)	$	1		$	(43	)
OCI before reclassifications, net of tax		(8	)		3			22			5			22
Amounts reclassified from AOCI, net of tax		—			(1	)		(14	)		(6	)		(21	)
Total OCI		(8	)		2			8			(1	)		1
Balance as of April 24, 2020		(42	)		(1	)		1			—			(42	)
OCI before reclassifications, net of tax		15			(3	)		—			(11	)		1
Amounts reclassified from AOCI, net of tax		—			—			—			11			11
Total OCI		15			(3	)		—			—			12
Balance as of April 30, 2021		(27	)		(4	)		1			—			(30	)
OCI before reclassifications, net of tax		(17	)		3			(1	)		8			(7	)
Amounts reclassified from AOCI, net of tax		—			—			—			(7	)		(7	)
Total OCI		(17	)		3			(1	)		1			(14	)
Balance as of April 29, 2022	$	(44	)	$	(1	)	$	—		$	1		$	(44	)

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


	Year Ended								Statements of Income
	April 29, 2022			April 30, 2021		April 24, 2020			Classification
Recognized gains on defined benefit obligations	$	—		$	—	$	(2	)	Operating expenses
Realized gains on available-for-sale securities		—			—		(14	)	Other expense, net
Realized losses (gains) on cash flow hedges		(7	)		11		(6	)	Net revenues
Total reclassifications	$	(7	)	$	11	$	(22	)