NVIDIA CORP - 10-Q filing on 2014-05-21

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Apr. 27, 2014
Notes to financial statements [Abstract]
Stockholders' Equity	Stockholders’ Equity Stock Repurchase Program 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 $1.00 billion for an aggregate of $3.70 billion under the repurchase program. Through April 27, 2014, we have repurchased an aggregate of 181.8 million shares under our stock repurchase program for a total cost of $2.95 billion. As of April 27, 2014, we are authorized, subject to certain specifications, to repurchase shares of our common stock up to $0.75 billion through January 2016. 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 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. In November 2013, we announced the intention to return $1.00 billion to shareholders in fiscal year 2015 in the form of share repurchases and cash dividends. 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 and received 20.6 million shares on February 20, 2014. Upon final settlement of the ASR in the second quarter of fiscal year 2015, we may either (1) receive additional shares of our common stock, or (2) be required to deliver shares of our common stock or elect to make a cash payment to the investment bank, based on the terms and conditions under the ASR. The shares we receive result in a reduction, on the delivery date, of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share. We accounted for the ASR program as two separate transactions: (i) the 20.6 million shares of common stock initially delivered to us, were accounted for as treasury stock transaction and (ii) the unsettled contract was determined to be a forward contract indexed to our own common stock. The initial delivery of 20.6 million shares resulted in an immediate reduction, on the delivery date, of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share. We have determined that the forward contract, indexed to our common stock, met all of the applicable criteria for equity classification. Therefore, we recorded $368.6 million as treasury stock and recorded $131.4 million, the implied value of the forward contract, in additional paid-in-capital, or APIC, in our Condensed Consolidated Balance Sheets as of April 27, 2014. As the remainder of the shares are delivered to us, anticipated to be in the second quarter of fiscal year 2015, the forward contract will be reclassified from APIC to treasury stock. Dividends During the first quarter of fiscal year 2015, we paid $46.7 million in dividends to our common stockholders. This dividend was equivalent to $0.085 per share, or $0.34 per share on an annual basis. Convertible Preferred Stock There are no shares of preferred stock outstanding. Common Stock We are authorized to issue up to 2,000,000,000 shares of our common stock at $0.001 per share par value.