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Stockholders' Equity
9 Months Ended
Jan. 24, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stockholders' Equity

10. Stockholders’ Equity

Equity Incentive Awards

As of January 24, 2020, we have certain equity incentive awards (awards) outstanding, which include stock options and restricted stock units (RSUs), including time-based RSUs and performance-based RSUs (PBRSUs). Also outstanding are purchase rights under our Employee Stock Purchase Plan (ESPP). During the second quarter of fiscal 2020, the 1999 Stock Option Plan, under which stock options and RSUs are granted, was extended for a 10 year term.

Stock Options

Less than 1 million options were outstanding as of January 24, 2020 and April 26, 2019. 

Information related to our stock options is summarized below (in millions):

 

 

 

Nine Months Ended

 

 

 

January 24,

2020

 

 

January 25,

2019

 

Intrinsic value of exercises

 

$

4

 

 

$

28

 

Proceeds received from exercises

 

$

4

 

 

$

23

 

Fair value of options vested

 

$

1

 

 

$

2

 

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.

Restricted Stock Units

In the nine months ended January 24, 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 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 2022. 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 2022. 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 2020 through 2022. 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 $18 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 26, 2019

 

 

8

 

 

$

45.68

 

Granted

 

 

3

 

 

$

52.54

 

Vested

 

 

(3

)

 

$

38.74

 

Forfeited

 

 

(1

)

 

$

47.80

 

Outstanding as of January 24, 2020

 

 

7

 

 

$

51.79

 

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 24,

2020

 

 

January 25,

2019

 

Shares withheld for taxes

 

 

1

 

 

 

1

 

Fair value of shares withheld

 

$

77

 

 

$

92

 

 Employee Stock Purchase Plan

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

 

 

 

Nine Months Ended

 

 

 

January 24,

2020

 

 

January 25,

2019

 

Shares issued under the ESPP

 

 

2

 

 

 

3

 

Proceeds from issuance of shares

 

$

98

 

 

$

96

 

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 24,

2020

 

 

January 25,

2019

 

 

January 24,

2020

 

 

January 25,

2019

 

Cost of product revenues

 

$

1

 

 

$

1

 

 

$

3

 

 

$

2

 

Cost of hardware maintenance and other services revenues

 

 

2

 

 

 

3

 

 

 

7

 

 

 

8

 

Sales and marketing

 

 

15

 

 

 

19

 

 

 

50

 

 

 

52

 

Research and development

 

 

13

 

 

 

13

 

 

 

41

 

 

 

37

 

General and administrative

 

 

5

 

 

 

7

 

 

 

17

 

 

 

22

 

Total stock-based compensation expense

 

$

36

 

 

$

43

 

 

$

118

 

 

$

121

 

Income tax benefit for stock-based compensation expense

 

$

3

 

 

$

1

 

 

$

11

 

 

$

11

 

As of January 24, 2020, total unrecognized compensation expense related to our equity awards was $315 million, which is expected to be recognized on a straight-line basis over a weighted-average remaining service period of 2.1 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 24, 2020 (in millions, except per share amounts):

 

Number of shares repurchased

 

 

22

 

Average price per share

 

$

57.36

 

Aggregate purchase price

 

$

1,250

 

Remaining authorization at end of period

 

$

639

 

 

The aggregate purchase price of our stock repurchases for the nine months ended January 24, 2020 consisted of $1,250 million of open market purchases, of which $621 million and $629 million were allocated to additional paid-in capital and retained earnings, respectively.

Since the May 13, 2003 inception of our stock repurchase program through January 24, 2020, we repurchased a total of 335 million shares of our common stock at an average price of $38.76 per share, for an aggregate purchase price of $13.0 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 24,

2020

 

 

January 25,

2019

 

Dividends per share declared

 

$

1.44

 

 

$

1.20

 

Dividend payments allocated to additional paid-in capital

 

$

334

 

 

$

306

 

Dividend payments allocated to retained earnings

 

$

 

 

$

 

 

On February 12, 2020, we declared a cash dividend of $0.48 per share of common stock, payable on April 22, 2020 to holders of record as of the close of business on April 3, 2020. 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.

 

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

 

 

Unrealized

Gains

(Losses) on

Derivative

Instruments

 

 

Total

 

Balance as of April 26, 2019

 

$

(34

)

 

$

(3

)

 

$

(7

)

 

$

1

 

 

$

(43

)

Other comprehensive income (loss), net of tax

 

 

(2

)

 

 

 

 

 

22

 

 

 

(1

)

 

 

19

 

Amounts reclassified from AOCI, net of tax

 

 

 

 

 

(1

)

 

 

(14

)

 

 

 

 

 

(15

)

Total other comprehensive income (loss)

 

 

(2

)

 

 

(1

)

 

 

8

 

 

 

(1

)

 

 

4

 

Balance as of January 24, 2020

 

$

(36

)

 

$

(4

)

 

$

1

 

 

$

 

 

$

(39

)

 

During the first nine months of fiscal 2020, realized gains of $14 million from the sale of available-for-sale debt securities were recorded in other income, net on our condensed consolidated statements of operations.