NVIDIA 2013 Annual Report Download - page 243

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
99
$120.0 million consisted of unrecognized tax benefits of $107.1 million, reduced by the associated federal deduction for
state taxes, and the related interest and penalties of $12.9 million.
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 26, 2014, 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 26, 2014, the material tax jurisdictions that may be subject to examination include the United States, Taiwan,
Canada, China, Germany, Hong Kong, France, Japan, and India for fiscal years 2003 through 2013. As of January 26, 2014,
the material tax jurisdictions for which we are currently under examination include India and Germany for fiscal years 2003
through 2012.
Note 14 - 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 $1.0 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. During February 2014, as part of our stock repurchase program, 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. Upon final settlement of the ASR, 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
results in a reduction, on the delivery date, of the outstanding shares used to calculate the weighted-average common shares
outstanding for basic and diluted earnings per share.
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 addition to 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, 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 these Notes to the Consolidated Financial Statements for further
information regarding stock-based compensation related to equity awards granted under our equity incentive programs.