NVIDIA 2013 Annual Report Download - page 177

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NVIDIA applicable to the declaration and payment of cash dividends. In fiscal year 2014, based upon our earnings and
profits, 85% of our dividend payments were considered qualified dividends and 15% of our dividend payments were
considered to be a return of capital for U.S. federal income tax purposes. We expect that a portion of our dividend payments
in fiscal year 2015 may also be considered a return of capital for U.S. federal income tax purposes.
Issuer Purchases of Equity Securities
Beginning August 2004, our Board of Directors authorized us, subject to certain specifications, to repurchase shares
of our common stock. Most recently, in November 2013, the Board extended the previously authorized repurchase program
through January 2016 and authorized an additional $1.0 billion for an aggregate of $3.7 billion under the repurchase program.
Through January 26, 2014, we have repurchased an aggregate of 161.2 million shares under our stock repurchase program
for a total cost of $2.45 billion. As of January 26, 2014, we are authorized, subject to certain specifications, to repurchase
shares of our common stock up to $1.25 billion through January 2016. In November 2013, we announced the intention to
return $1.0 billion to shareholders in fiscal year 2015 in the form of share repurchases and cash dividends.
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 of 1934, as amended, or the 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.
The following table presents details of our share repurchase transactions during the three months ended January 26,
2014 (in millions, except per share amounts):
Period
Total
Number of
Shares
Purchased
Average
Price Paid
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
the Plans or Programs
October 28, 2013 -
November 24, 2013.. 1.5 $15.86 1.5 $1,262.7
November 25, 2013 -
December 22, 2013 .. 0.9 $15.51 0.9 $1,248.4
December 23, 2013 -
January 26, 2014 ...... — — — $1,248.4
Total 2.4 $15.72 2.4
As part of the repurchase program, during February 2014, we entered into an accelerated share repurchase agreement,
or ASR, with an investment bank, under which we prepaid $500.0 million to purchase shares of our common stock. In
February 2014, the investment bank delivered 20.6 million shares to us. We expect to receive additional shares at the time
of settlement of the ASR in the second quarter of fiscal year 2015. The price we will ultimately pay per share will be no
more than the volume-weighted average price of our common stock over the period of the ASR.
In addition to our share repurchase program, we withhold common stock shares associated with net share settlements
to cover tax withholding obligations upon the vesting of restricted stock unit, or RSU, awards under our equity incentive
program. During fiscal year 2014, we withheld approximately 1.9 million shares at a total cost of $27.3 million through net
share settlements. Please refer to Note 2 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this
Form 10-K for further discussion regarding our equity incentive plans.