STOCKHOLDERS’ EQUITY

COMMON STOCK

At September 30, 2016, the Company is authorized to issue 525.0 million shares of common stock, par value $0.25 per share, of which 222.5 million shares are issued and 184.9 million shares are outstanding.

Holders of the Company’s common stock are entitled to dividends in the event declared by the Company’s Board of Directors out of funds legally available for such purpose. Dividends may not be paid on common stock unless all accrued dividends on preferred stock, if any, have been paid or declared and set aside. In the event of the Company’s liquidation, dissolution or winding up, the holders of common stock will be entitled to share pro rata in the assets remaining after payment to creditors and after payment of the liquidation preference plus any unpaid dividends to holders of any outstanding preferred stock.

Each holder of the Company’s common stock is entitled to one vote for each such share outstanding in the holder’s name. No holder of common stock is entitled to cumulate votes in voting for directors. The Company’s restated certificate of incorporation as amended to date, (the “Certificate of Incorporation”) provides that, unless otherwise determined by the Company’s Board of Directors, no holder of stock has any preemptive right to purchase or subscribe for any stock of any class which the Company may issue or sell.

PREFERRED STOCK

The Company’s Certificate of Incorporation has authorized and permits the Company to issue up to 25.0 million shares of preferred stock without par value in one or more series and with rights and preferences that may be fixed or designated by the Company’s Board of Directors without any further action by the Company’s stockholders. The designation, powers, preferences, rights and qualifications, limitations and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to such series, which will specify the terms of the preferred stock. At September 30, 2016, the Company had no shares of preferred stock issued or outstanding.

SHARE REPURCHASE

On July 19, 2016, the Board of Directors approved a new share repurchase program, pursuant to which the Company is authorized to repurchase up to $400.0 million of its common stock from time to time on the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements. The repurchase program is set to expire on July 19, 2018; however, it may be suspended, discontinued or extended by the Board of Directors at any time prior to its expiration on July 19, 2018. This authorized stock repurchase program replaced in its entirety the November 10, 2015, stock repurchase program. These repurchases have been and will be funded with the Company’s working capital.

During the fiscal year ended September 30, 2016, the company paid approximately $525.6 million (including commissions) in connection with the repurchase of 8.0 million shares of its common stock (paying an average price of $65.70 per share) under the July 19, 2016, share repurchase plan and the replaced November 10, 2015, share repurchase plan. As of September 30, 2016, $201.4 million remained available under the July 19, 2016, share repurchase plan.

During the fiscal year ended October 2, 2015, the Company paid approximately $237.3 million (including commissions) in connection with the repurchase of 2.9 million shares of its common stock (paying an average price of $83.29 per share).

DIVIDENDS

On November 3, 2016, the Company announced that the Board of Directors declared a cash dividend on the Company’s common stock of $0.28 per share. This dividend is payable on December 8, 2016, to the Company’s stockholders of record as of the close of business on November 17, 2016. Future dividends are subject to declaration by the Board of Directors. The dividends charged to retained earnings in fiscal 2016 and 2015 were as follows (in millions except per share amounts):



	Fiscal Years Ended
	September 30, 2016				October 2, 2015
	Per Share		Total		Per Share		Total
First quarter	$	0.26	$	49.8	$	0.13	$	24.7
Second quarter	0.26		49.3		0.13		24.9
Third quarter	0.26		49.5		0.13		24.8
Fourth quarter	0.28		52.2		0.26		49.6
	$	1.06	$	200.8	$	0.65	$	124.0

EMPLOYEE STOCK BENEFIT PLANS

As of September 30, 2016, the Company has the following equity compensation plans under which its equity securities were authorized for issuance to its employees and/or directors:


•	the 1999 Employee Long-Term Incentive Plan


•	the Directors’ 2001 Stock Option Plan


•	the Non-Qualified Employee Stock Purchase Plan


•	the 2002 Employee Stock Purchase Plan


•	the 2005 Long-Term Incentive Plan


•	the AATI 2005 Equity Incentive Plan


•	the 2008 Director Long-Term Incentive Plan


•	the 2015 Long-Term Incentive Plan

Except for the 1999 Employee Long-Term Incentive Plan and the Non-Qualified Employee Stock Purchase Plan, each of the foregoing equity compensation plans was approved by the Company’s stockholders.

As of September 30, 2016, a total of 100.7 million shares are authorized for grant under the Company’s share-based compensation plans, with 4.8 million options outstanding. The number of common shares reserved for future awards to employees and directors under these plans was 19.1 million at September 30, 2016. The Company grants new equity awards under the 2015 Long-Term Incentive Plan to employees, which replaced the 2005 Long-Term Incentive Plan on May 19, 2015, and the 2008 Director Long-Term Incentive Plan for non-employee directors.

2015 Long-Term Incentive Plan. Under this plan, officers, employees, non-employee directors and certain consultants may be granted stock options, restricted stock awards and units, performance stock awards and units and other share-based awards. The plan has been approved by the stockholders. Under the plan, up to 27.1 million shares have been authorized for grant. A total of 18.4 million shares are available for new grants as of September 30, 2016. The maximum contractual term of options under the plan is seven years from the date of grant. Options granted under the plan are exercisable at the determination of the compensation committee and generally vest ratably over four years. Restricted stock awards and units granted under the plan at the determination of the compensation committee generally vest over four or more years. With respect to restricted stock awards, dividends are accumulated and paid when the underlying shares vest. If the underlying shares are forfeited for any reason, the rights to the dividends with respect to such shares are also forfeited. No dividends or dividend equivalents are paid or accrued with respect to restricted stock unit awards or other awards until the shares underlying such awards become vested and are issued to the award holder. Performance stock awards and units are contingently granted depending on the achievement of certain predetermined performance goals and generally vest over three or more years.

2008 Director Long-Term Incentive Plan. Under this plan, non-employee directors may be granted stock options, restricted stock awards and other share-based awards. The plan has been approved by the stockholders. Under the plan a total of 1.5 million shares have been authorized for grant. A total of 0.7 million shares are available for new grants as of September 30, 2016. The maximum contractual term of options granted under the plan is ten years from the date of grant. Options granted under the plan are generally exercisable over four years. Restricted stock awards and units granted under the plan generally vest over one or more years. With respect to restricted stock awards, dividends are accumulated and paid when the underlying shares vest. If the underlying shares are forfeited for any reason, the rights to the dividends with respect to such shares are also forfeited.

Employee Stock Purchase Plans. The Company maintains a domestic and an international employee stock purchase plan. Under these plans, eligible employees may purchase common stock through payroll deductions of up to 10% of their compensation. The price per share is the lower of 85% of the fair market value of the common stock at the beginning or end of each offering period (generally six months). The plans provide for purchases by employees of up to an aggregate of 9.7 million shares. Shares of common stock purchased under these plans in the fiscal years ended September 30, 2016, October 2, 2015, and October 3, 2014, were 0.3 million, 0.3 million, and 0.5 million, respectively. At September 30, 2016, there are 1.0 million shares available for purchase. The Company recognized compensation expense of $4.6 million, $4.7 million and $4.1 million for the fiscal years ended September 30, 2016, October 2, 2015, and October 3, 2014, respectively, related to the employee stock purchase plan. The unrecognized compensation expense on the employee stock purchase plan at September 30, 2016, was $1.5 million. The weighted average period over which the cost is expected to be recognized is approximately four months.

Stock Options

The following table represents a summary of the Company’s stock options:



	Shares (in millions)		Weighted average exercise price		Weighted average remaining contractual life (in years)	Aggregate intrinsic value (in millions)
Balance outstanding at October 2, 2015	5.4		$	30.08
Granted	0.8		$	82.36
Exercised	(1.3	)	$	21.14
Canceled/forfeited	(0.1	)	$	45.49
Balance outstanding at September 30, 2016	4.8		$	41.35	3.9	$	174.0

Exercisable at September 30, 2016	2.1		$	25.00	2.6	$	108.3

The weighted-average grant date fair value per share of employee stock options granted during the fiscal years ended September 30, 2016, October 2, 2015, and October 3, 2014, was $26.30, $23.26, and $11.91, respectively. The total grant date fair value of the options vested during the fiscal years ending September 30, 2016, October 2, 2015, and October 3, 2014, was $21.9 million, $16.6 million and $21.8 million, respectively.

Restricted and Performance Awards and Units

The following table represents a summary of the Company’s restricted and performance awards and units:



	Shares (In millions)		Weighted average grant date fair value
Non-vested awards outstanding at October 2, 2015	4.8		$	23.20
Granted (1)	1.3		$	84.89
Vested	(2.4	)	$	33.81
Canceled/forfeited	(0.1	)	$	25.73
Non-vested awards outstanding at September 30, 2016	3.6		$	25.01
(1) includes performance shares granted and earned based on maximum performance under the underlying performance metrics

The weighted average grant date fair value per share for awards granted during the fiscal years ended September 30, 2016, October 2, 2015, and October 3, 2014, was $84.89, $63.56, and $26.69, respectively. The total grant date fair value of the awards vested during the fiscal years ending September 30, 2016, October 2, 2015, and October 3, 2014, was $197.6 million, $149.0 million and $63.1 million, respectively.

The following table summarizes the total intrinsic value for stock options exercised and awards vested (in millions):



	Fiscal Years Ended
	September 30, 2016		October 2, 2015		October 3, 2014
Options	$	68.9	$	170.8	$	101.3
Awards	$	197.6	$	149.0	$	63.1

Valuation and Expense Information

The following table summarizes pre-tax share-based compensation expense by financial statement line and related tax benefit (in millions):



	Fiscal Years Ended
	September 30, 2016		October 2, 2015		October 3, 2014
Cost of goods sold	$	11.3	$	14.5	$	11.3
Research and development	32.2		45.4		36.2
Selling, general and administrative	34.5		39.9		38.5
Total share-based compensation expense	$	78.0	$	99.8	$	86.0

Share-based compensation tax benefit	$	22.5	$	29.3	$	25.6
Capitalized share-based compensation expense	$	3.7	$	2.3	$	1.7

The following table summarizes total compensation costs related to unvested share based awards not yet recognized and the weighted average period over which it is expected to be recognized at September 30, 2016:



	Unrecognized compensation cost for unvested awards (in millions)		Weighted average remaining recognition period (in years)
Options	$	33.5	2.0
Awards	$	63.2	1.0

The fair value of the restricted stock awards and units is equal to the closing market price of the Company’s common stock on the date of grant.

The Company issued performance share units during fiscal 2016, fiscal 2015 and fiscal 2014 that contained market-based conditions. The fair value of these performance share units was estimated on the date of the grant using a Monte Carlo simulation with the following weighted average assumptions:



	Fiscal Year Ended
	September 30, 2016		October 2, 2015		October 3, 2014
Volatility of common stock	38.24	%	37.51	%	36.96	%
Average volatility of peer companies	34.76	%	28.42	%	29.59	%
Average correlation coefficient of peer companies	0.49		0.55		0.47
Risk-free interest rate	0.44	%	0.12	%	0.11	%
Dividend yield	1.23		0.85		—	%

The fair value of each stock option is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:



	Fiscal Years Ended
	September 30, 2016		October 2, 2015		October 3, 2014
Expected volatility	42.93	%	45.75	%	47.40	%
Risk-free interest rate	0.98	%	1.33	%	1.83	%
Dividend yield	1.23		1.16		0.83
Expected option life (in years)	4.0		4.5		4.6

The Company used a historical volatility calculated by the mean reversion of the weekly-adjusted closing stock price over the expected life of the options. The risk-free interest rate assumption is based upon observed treasury bill interest rates appropriate for the expected life of the Company’s employee stock options. The dividend yield was included in the Black-Scholes option pricing model for options granted after the Company declared its first dividend.

The expected life of employee stock options represents a calculation based upon the historical exercise, cancellation and forfeiture experience for the Company across its demographic population. The Company believes that this historical data is the best estimate of the expected life of a new option and that generally all groups of the Company’s employees exhibit similar behavior.