Stockholders' Equity

6 Months Ended

Jul. 28, 2013

Notes to financial statements [Abstract]

Stockholders' Equity

Stockholders’ Equity

Stock Repurchase Program

Our Board of Directors authorized us, subject to certain specifications, to repurchase shares of our common stock up to an aggregate maximum amount of $2.7 billion through December 2014. 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.

As part of the $2.7 billion repurchase program, on May 14, 2013, we executed an accelerated share repurchase, or ASR, agreement with Goldman, Sachs & Co., or Goldman, such that we paid Goldman $750.0 million and Goldman delivered to us 36.9 million shares on May 16, 2013. Upon final settlement of the ASR, Goldman may be required to deliver additional shares of common stock to NVIDIA or NVIDIA may be required to deliver shares of its common stock, or elect to make a cash payment, to Goldman, based on the terms and conditions under the ASR.

We accounted for the ASR program as two separate transactions (i) the 36.9 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 36.9 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 earnings 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 $532.7 million as treasury stock and recorded $217.3 million, the implied value of the forward contract, in additional paid-in-capital, or APIC, in our Condensed Consolidated Balance Sheets as of July 28, 2013. As the remainder of the shares are delivered to us in the third quarter of fiscal year 2014, the forward contract will be reclassified from APIC to treasury stock.

Through July 28, 2013, we have received an aggregate of 144.2 million shares under our stock repurchase program for a total cost of $2.41 billion.  As of July 28, 2013, we are authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $285.7 million through December 2014. 

Convertible Preferred Stock

As of July 28, 2013 and January 27, 2013, there were 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.