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NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 14
-
Stockholders
’
Equity
Stock Repurchase Program
During fiscal year 2005, we announced that our Board of Directors, or Board, had authorized a stock repurchase program to repurchase shares of our
common stock, subject to certain specifications, up to an aggregate maximum amount of $300 million. During fiscal year 2007, the Board further approved an
increase of $400 million to the original stock repurchase program. In fiscal year 2008, we announced a stock repurchase program under which we may purchase up
to an additional $1.0 billion of our common stock over a three year period through May 2010. On August 12, 2008, we announced that our Board further authorized
an additional increase of $1.0 billion to the stock repurchase program. As a result of these increases, we have an ongoing authorization from the Board, subject to
certain specifications, to repurchase shares of our common stock up to an aggregate maximum amount of $2.7 billion through May 2010.
The repurchases will be made from time to time in the open market, in privately negotiated transactions, or in structured stock repurchase programs, and
may be made in one or more larger repurchases, in compliance with the Securities Exchange Act of 1934, or the Exchange Act, Rule 10b
-
18, subject to market
conditions, applicable legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the
program may be suspended at any time at our discretion. As part of our share repurchase program, we have entered into, and we may continue to enter into,
structured share repurchase transactions with financial institutions. These agreements generally require that we make an up
-
front payment in exchange for the
right to receive a fixed number of shares of our common stock upon execution of the agreement, and a potential incremental number of shares of our common
stock, within a pre
-
determined range, at the end of the term of the agreement.
During the three months ended January 25, 2009, we did not enter into any structured share repurchase transactions or otherwise purchase any shares of
our common stock. During fiscal year 2009, we entered into structured share repurchase transactions to repurchase 29.3 million shares for $423.6 million, which we
recorded on the trade date of the transactions. Through fiscal year 2009, we have repurchased an aggregate of 90.9 million shares under our stock repurchase
program for a total cost of $1.46 billion. As of January 25, 2009, we are authorized, subject to certain specifications, to repurchase shares of our common stock up
to an additional amount of $1.24 billion through May 2010.
Please refer to Note 2 of these Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Form 10
-
K for further information regarding stock
-
based compensation and stock options granted under equity incentive programs.
Convertible Preferred Stock
As of January 25, 2009 and January 27, 2008, there were no shares of preferred stock outstanding.
Common Stock
At the Annual Meeting of Stockholders held on June 19, 2008, our stockholders approved an increase in our authorized number of shares of common stock
to 2,000,000,000. The par value of our common stock remained unchanged at $0.001 per share.
Please refer to Note 19 for further discussion regarding the cash tender offer for certain employee stock options that our Board of Directors approved in
February 2009.
Note 15
-
Employee Retirement Plans
We have a 401(k) Retirement Plan, or the 401(k) Plan, covering substantially all of our United States employees. Under the Plan, participating employees
may defer up to 100% of their pre
-
tax earnings, subject to the Internal Revenue Service annual contribution limits. Some of our non
-
US subsidiaries have defined
benefit and defined contributions plans as required by local statutory requirements. Our costs under these plans have not been material.
103