NVIDIA 2009 Annual Report Download - page 122

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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.
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Source: NVIDIA CORP, 10-K, March 13, 2009 Powered by Morningstar® Document Research℠