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Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
While we believe that we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than our accrued
position. Accordingly, our provisions on federal, state and foreign tax-related matters to be recorded in the future may change as revised estimates are made or
the underlying matters are settled or otherwise resolved. As of January 29, 2012, we do not believe that our estimates, as otherwise provided for, on such tax
positions will significantly increase or decrease within the next twelve months.
We are subject to taxation by a number of taxing authorities both in the United States and throughout the world. As of January 29, 2012, the material tax
jurisdictions that may be subject to examination include the United States, Taiwan, Canada, China, Germany, Hong Kong, France, UK, and India for fiscal
years 2003 through 2011. As of January 29, 2012, the material tax jurisdictions for which we are currently under examination include India and Taiwan for
fiscal years 2003 through 2011.
Note 16 - Stockholders’ Equity
Stock Repurchase Program
Our Board of Directors has authorized us, subject to certain specifications, to repurchase shares of our common stock up to an aggregate maximum
amount of $2.7 billion through May 2013. 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 Rule 10b-18 of the Securities Exchange Act,
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.
We did not enter into any structured share repurchase transactions or otherwise purchase any shares of our common stock during the twelve months
ended January 29, 2012. Through January 29, 2012, 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 29, 2012, we are authorized, subject to certain specifications, to repurchase shares of our common stock up to $1.24
billion through May 2013.
Apart from our Board authorized stock repurchases, we withhold common stock shares associated with net share settlements to cover tax withholding
obligations upon the vesting of restricted stock unit awards under our equity incentive program. During the twelve months ending January 29, 2012, we
withheld approximately 1.1 million shares at a total cost of $17.5 million through net share settlements. Please refer to Note 3 of these Notes to the
Consolidated Financial Statements for further discussion regarding our equity incentive plans.
Convertible Preferred Stock
As of January 29, 2012 and January 30, 2011, there were no shares of preferred stock outstanding.
Note 17 - Employee Retirement Plans
We have a 401(k) Retirement 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.
Note 18 - Segment Information
Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an
operating segment basis for purposes of making operating decisions and assessing financial performance. We have three primary financial reporting segments
- GPU Business, PSB, and CPB.
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