XML 76 R17.htm IDEA: XBRL DOCUMENT v3.2.0.727
Shareholders' Equity
 12 Months Ended
Jun. 28, 2015
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
Shareholders’ Equity
On October 27, 2014, the Board of Directors approved an increase in the amount of the Company’s stock repurchase program, authorizing the Company to repurchase shares of its common stock having an aggregate purchase price not exceeding $550 million for all purchases from June 30, 2014 through the expiration of the program on June 28, 2015. On June 18, 2015, the Board of Directors approved another increase, authorizing the Company to repurchase shares of its common stock having an aggregate purchase price not exceeding $500 million for all purchases from June 29, 2015 through the new expiration of the program on June 26, 2016.
During fiscal 2015, the Company repurchased 16.0 million shares of its common stock under the program at an average price of $34.33 per share with an aggregate value of $550 million. The repurchase program can be implemented through open market or privately negotiated transactions at the discretion of the Company’s management. The Company will continue to determine the time and extent of any repurchases based on its evaluation of market conditions and other factors. From the inception of the predecessor stock repurchase program in January 2001 through June 28, 2015, the Company has repurchased 28.4 million shares of its common stock at an average price of $30.07 per share with an aggregate value of $855.1 million.
On May 29, 2002, the Board adopted a shareholder rights plan, pursuant to which stock purchase rights were distributed to shareholders at a rate of one right with respect to each share of common stock held of record as of June 10, 2002. Subsequently issued shares of common stock also carry stock purchase rights under the plan. The rights plan is designed to enhance the Board’s ability to prevent an acquirer from depriving shareholders of the long-term value of their investment and to protect shareholders against attempts to acquire the Company by means of unfair or abusive takeover tactics. Unless terminated by the Board, the rights become exercisable based upon certain limited conditions related to acquisitions of stock, tender offers and certain business combinations involving the Company. The shareholder rights plan includes a review mechanism requiring the independent members of the Board to review and evaluate the plan at least every three years to consider whether the maintenance of the plan continues to be in the best interests of the Company and its shareholders and to communicate their conclusion to the Board. The Board has delegated this responsibility to the Governance and Nominations Committee, which is composed of all independent directors of the Board. On April 24, 2012, the shareholder rights plan was amended and restated to, among other things, extend the expiration date from June 10, 2012 to September 30, 2018, and to remove provisions in the rights plan stipulating that certain actions can be taken only with the concurrence of a majority of the members of the Board who are not affiliated with an acquiring person (more specifically, those who are “Continuing Directors,” as defined in the original rights plan adopted in 2002). On January 29, 2013, the shareholder rights plan was amended solely to change the expiration date from September 30, 2018 to April 24, 2017. On February 11, 2015, the shareholder rights plan was further amended to revise the definition of “Acquiring Person” to provide that the level of beneficial ownership of the Company’s common stock at which a person becomes an “Acquiring Person” and therefore triggers the consequences under the shareholder rights plan of becoming an Acquiring Person is increased for certain passive investors (defined therein as “13G Investors”) from 15% to 18% of the Company’s outstanding common stock (with no change to the triggering ownership threshold for other investors).
At June 28, 2015, the Company had reserved a total of approximately 19.4 million shares of its common stock and 0.2 million shares of its Series A preferred stock for future issuance as follows (in thousands): 
 
Number of
Shares
For exercise of outstanding common stock options
10,714

For vesting of outstanding stock units
774

For future equity awards under 2013 Long-Term Incentive Compensation Plan
6,233

For future issuance under the Non-Employee Director Stock Compensation and Deferral Program
100

For future issuance to employees under the 2005 Employee Stock Purchase Plan
1,607

Total common shares reserved
19,428

Series A preferred stock reserved for exercise of rights issued under shareholder rights plan
200