Stockholders’ Equity
Each share of the Company's outstanding common stock is permitted one vote on proposals presented to stockholders and is entitled to share equally in any dividends declared by the Company's Board of Directors (the “Board”).
In April 2011, the quarterly dividend was raised from $0.18 to $0.20 per common share for dividends declared after such date, until further action by the Board. Dividends were $0.80 per share in 2013 and 2012, and $0.72 per share in 2011. The Company anticipates that it will continue to pay quarterly cash dividends in the future. However, the payment and amount of future dividends remain within the discretion of the Board and will depend upon the Company's future earnings, financial condition, capital requirements and other factors.
Share Repurchase Plans
Stock repurchases may be made from time-to-time in open market transactions, privately negotiated transactions, through accelerated share repurchase (“ASR”) programs, or by any combination of such methods. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including our stock price, corporate and regulatory requirements, restrictions under our debt obligations and other market and economic conditions.
Information regarding the share repurchase activity over the last three years is as follows:
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| Share Repurchases (1) |
(In millions, except price per share data) | | Total Number of Shares Purchased (2) (3) | | | Average Price Paid Per Share | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs |
Balance, March 31, 2010 | | | | | | | $ | 531 |
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Share repurchase plans approved: | | | | | | | |
April 2010 | | | | | | | 1,000 |
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October 2010 | | | | | | | 1,000 |
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Shares repurchased | | 29 | | | $ | 69.62 |
| | (2,032 | ) |
Balance, March 31, 2011 | | | | | | | $ | 499 |
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Share repurchase plans approved: | | | | | | | |
April 2011 | | | | | | | 1,000 |
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January 2012 | | | | | | | 650 |
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Shares repurchased | | 20 | | | $ | 83.47 |
| | (1,850 | ) |
Balance, March 31, 2012 | | | | | | | $ | 299 |
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Share repurchase plans approved: | | | | | | | |
April 2012 | | | | | | | 700 |
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January 2013 | | | | | | | 500 |
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Shares repurchased | | 13 | | | $ | 100.82 |
| | (1,159 | ) |
Balance, March 31, 2013 | | | | | | | $ | 340 |
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(1) | This table does not include shares tendered to satisfy the exercise price in connection with cashless exercises of employee stock options or shares tendered to satisfy tax withholding obligations in connection with employee equity awards. |
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(2) | All of the shares purchased were part of the publicly announced programs. |
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(3) | The number of shares purchased reflects rounding adjustments. |
In 2013, the majority of share repurchases were transacted through open market repurchases. In 2012 and 2011, the majority of our share repurchases were transacted through a number of ASR programs with third party financial institutions. The shares repurchased through ASR programs during the last three years are as follows: $1.0 billion in May 2010, $275 million in March 2011, $650 million in May 2011, $1.2 billion in March 2012 and $150 million in March 2013.
In March 2012, we entered into an ASR program with a third party financial institution to repurchase $1.2 billion of the Company's common stock. As of March 31, 2012, we had received 12.0 million shares representing the minimum number of shares due under this program. This program was completed in multiple tranches, and we received 0.9 million additional shares during the first quarter of 2013. In July 2012, we received 0.6 million additional shares upon completion of this program. The total number of shares repurchased under this program was 13.5 million shares at an average price per share of $89.10.
In March 2013, we entered into an ASR program with a third party financial institution to repurchase $150 million of the Company's common stock. As of March 31, 2013, we had received 1.2 million shares representing the minimum number of shares due under this program. This ASR program was completed on April 17, 2013 and we received 0.2 million additional shares on April 22, 2013. The total number of shares repurchased under this ASR program was 1.4 million shares at an average price per share of $107.63.
In 2013, we also repurchased 9.9 million shares for $1.0 billion through open market transactions at an average price per share of $101.70. The total authorization outstanding for repurchases of the Company's common stock was $340 million at March 31, 2013.
During the fourth quarter of 2013, we retired 1.8 million shares repurchased for $217 million by the Company. The retired shares constitute authorized but unissued shares. We elected to allocate any excess of share repurchase price over par value between additional paid-in capital and retained earnings. As such, $195 million was recorded as a decrease to retained earnings.
Other Comprehensive Income (Loss)
Information regarding other comprehensive income (loss), net of tax by component are as follows:
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| Years Ended March 31, |
(In millions) | 2013 | | 2012 | | 2011 |
Foreign currency translation adjustments | | | | | |
Foreign currency translation adjustments arising during period, net of income tax expense (benefit) of ($2), $2 and $2 | $ | (52 | ) | | $ | (56 | ) | | $ | 76 |
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Unrealized gains (losses) on cash flow hedges | | | | | |
Unrealized losses on cash flow hedges arising during period, net of income tax benefit of nil, nil and nil | — |
| | (5 | ) | | — |
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Changes in retirement-related benefit plans | | | | | |
Net actuarial loss arising during period, net of income tax (benefit) of ($22), ($18) and ($5) | (40 | ) | | (38 | ) | | (9 | ) |
Amortization of actuarial loss, prior service cost and transition obligation, net of income tax (benefit) of ($12), ($9) and ($8) | 18 |
| | 17 |
| | 14 |
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Foreign currency translation adjustments, net of income tax expense of nil, nil and nil | 4 |
| | — |
| | — |
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| (18 | ) | | (21 | ) | | 5 |
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Other Comprehensive Income (Loss), net of tax | $ | (70 | ) | | $ | (82 | ) | | $ | 81 |
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Accumulated Other Comprehensive Income (Loss)
Information regarding changes in our accumulated other comprehensive income (loss) by component are as follows:
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(In millions) | Foreign Currency Translation Adjustments, Net of Tax | | Unrealized Losses on Cash Flow Hedges, Net of Tax | | Unrealized Net Loss and Other Components of Benefit Plans, Net of Tax | | Total Accumulated Other Comprehensive Income (Loss) |
Balance at March 31, 2011 | $ | 244 |
| | $ | — |
| | $ | (157 | ) | | $ | 87 |
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Other comprehensive loss | (56 | ) | | (5 | ) | | (21 | ) | | (82 | ) |
Balance at March 31, 2012 | $ | 188 |
| | $ | (5 | ) | | $ | (178 | ) | | $ | 5 |
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Other comprehensive loss | (52 | ) | | — |
| | (18 | ) | | (70 | ) |
Balance at March 31, 2013 | $ | 136 |
| | $ | (5 | ) | | $ | (196 | ) | | $ | (65 | ) |
