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 2021 Plan and are subject to performance criteria and vesting terms specified by the Compensation Committee.

During fiscal 2024, the shares reserved for issuance under the Plan were increased by 13 million shares of common stock. As of April 26, 2024, 10 million shares were available for grant under the 2021 Plan.

Less than 1 million stock options were outstanding as of April 26, 2024 and April 28, 2023.

In the first quarter of fiscal 2024, due to an insufficient number of remaining shares available for issuance under the 2021 Plan, most of the awards granted in that period were subject to cash settlement upon vesting, and accounted for as liability awards. However, in the second quarter of fiscal 2024, stockholders approved an increase in the number of shares available for issuance under the 2021 Plan, and these awards, by their terms, automatically became share-settled, equity-classified awards. The modification resulted in the elimination of the $4 million liability related to these awards, with a corresponding increase to additional paid-in capital, as presented on the Statements of Stockholders' Equity for the twelve months ended April 26, 2024.

In fiscal 2024, 2023 and 2022, 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 a three year performance period, which began on the date specified in the grant agreements and typically ends on the last day of the third fiscal year, following the grant date. The number of shares that will be used to calculate the settlement amount for all 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 half of the PBRSUs granted in fiscal 2024 and 2023, and for most of the PBRSUs granted in fiscal 2022, the number of shares used to calculate the settlement amount 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. For the remaining half of the PBRSUs granted in the fiscal 2024 and 2023, the number of shares used to calculate the settlement amount will depend upon the Company's billings result average over the three-year performance period. The billings result average is computed based on achievement against annual billings targets, with each target set at the beginning of the respective fiscal year, during the three-year performance period. Billings for purposes of measuring the performance of these PBRSUs means the total obtained by adding net revenues as reported on the Company's Consolidated Statements of Income to the amount reported as the change in deferred revenue and financed unearned services revenue on the Consolidated Statements of Cash Flows for the applicable measurement period, excluding the impact of fluctuations in foreign currency exchange rates. The aggregate grant date fair value of all PBRSUs granted in fiscal 2024, 2023 and 2022 was $39 million, $28 million and $59 million, respectively, and these amounts are being recognized to compensation expense over the remaining performance/service periods.

As of April 26, 2024, April 28, 2023 and April 29, 2022, 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 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
Granted		8		$	59.87
Vested		(4	)	$	62.85
Forfeited		(2	)	$	61.99
Outstanding as of April 28, 2023		12		$	62.08
Granted		5		$	76.46
Vested		(5	)	$	59.32
Forfeited		(1	)	$	65.17
Outstanding as of April 26, 2024		11		$	68.87

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 13, 2023, the ESPP was amended to increase the shares reserved for issuance by 3 million shares of common stock. As of April 26, 2024, 4 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 26, 2024		April 28, 2023		April 29, 2022
Cost of product revenues	$	6	$	5	$	4
Cost of hardware support and other services revenues		23		19		13
Sales and marketing		143		135		115
Research and development		132		111		75
General and administrative		53		42		38
Total stock-based compensation expense	$	357	$	312	$	245

As of April 26, 2024, total unrecognized compensation expense related to our equity awards was $578 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of 2.0 years.

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


	Year Ended
	April 26, 2024			April 28, 2023			April 29, 2022
RSUs:
Risk-free interest rate		4.9	%		3.1	%		0.5	%
Expected dividend yield		2.6	%		2.9	%		2.4	%
Weighted-average fair value per share granted	$	76.46		$	59.87		$	80.40

ESPP:
Expected term in years		1.2			1.2			1.2
Risk-free interest rate		4.9	%		3.9	%		0.2	%
Expected volatility		30	%		36	%		37	%
Expected dividend yield		2.8	%		2.9	%		2.4	%
Weighted-average fair value per right granted	$	17.37		$	21.28		$	24.75

As of April 26, 2024, our Board of Directors has authorized the repurchase of up to $16.1 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. The stock repurchase program may be suspended or discontinued at any time.

The following table summarizes activity related to the stock repurchase program for our fiscal years of 2024, 2023 and 2022 (in millions, except for per share amounts):


	Year Ended
	April 26, 2024		April 28, 2023		April 29, 2022
Number of shares repurchased		12		13		7
Average price per share	$	77.87	$	66.42	$	84.49
Stock repurchases allocated to additional paid-in capital	$	102	$	45	$	20
Stock repurchases allocated to retained earnings	$	798	$	805	$	580
Remaining authorization at end of period	$	502	$	402	$	1,252

Since the May 13, 2003 inception of our stock repurchase program through April 26, 2024, we repurchased a total of 372 million shares of our common stock at an average price of $42.04 per share, for an aggregate purchase price of $15.6 billion. On May 23, 2024 our Board of Directors authorized the repurchase of an additional $1.0 billion of our common 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.

The following is a summary of our fiscal 2024, 2023 and 2022 activities related to dividends on our common stock (in millions, except per share amounts).


	Year Ended
	April 26, 2024		April 28, 2023		April 29, 2022
Dividends per share declared	$	2.00	$	2.00	$	2.00
Dividend payments allocated to additional paid-in capital	$	171	$	106	$	—
Dividend payments allocated to retained earnings	$	245	$	326	$	446

On May 23, 2024, we declared a cash dividend of $0.52 per share of common stock, payable on July 24, 2024 to shareholders of record as of the close of business on July 5, 2024. 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 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	)
OCI before reclassifications, net of tax		(4	)		(2	)		—			(6	)		(12	)
Amounts reclassified from AOCI, net of tax		—			—			—			5			5
Total OCI		(4	)		(2	)		—			(1	)		(7	)
Balance as of April 28, 2023		(48	)		(3	)		—			—			(51	)
OCI before reclassifications, net of tax		(5	)		(4	)		—			2			(7	)
Amounts reclassified from AOCI, net of tax		—			—			—			(1	)		(1	)
Total OCI		(5	)		(4	)		—			1			(8	)
Balance as of April 26, 2024	$	(53	)	$	(7	)	$	—		$	1		$	(59	)