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9. Shareholders’ Equity
Share Capital
The Company’s authorized share capital is $13,500 and consists of 1,250,000,000 ordinary shares, par value $0.00001, of which 433,259,918 shares were outstanding as of March 30, 2012, and 100,000,000 preferred shares, par value $0.00001, of which none were issued or outstanding as of March 30, 2012.
Ordinary shares—Holders of ordinary shares are entitled to receive dividends when and as declared by the Company’s board of directors (the “Board of Directors”). Upon any liquidation, dissolution, or winding up of the Company, after required payments are made to holders of preferred shares, any remaining assets of the Company will be distributed ratably to holders of the preferred and ordinary shares. Holders of shares are entitled to one vote per share on all matters upon which the ordinary shares are entitled to vote, including the election of directors.
Preferred shares—The Company may issue preferred shares in one or more series, up to the authorized amount, without shareholder approval. The Board of Directors is authorized to establish from time to time the number of shares to be included in each series, and to fix the rights, preferences and privileges of the shares of each wholly unissued series and any of its qualifications, limitations or restrictions. The Board of Directors can also increase or decrease the number of shares of a series, but not below the number of shares of that series then outstanding, without any further vote or action by the shareholders.
The Board of Directors may authorize the issuance of preferred shares with voting or conversion rights that could harm the voting power or other rights of the holders of the ordinary shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of the Company and might harm the market price of its ordinary shares and the voting and other rights of the holders of ordinary shares.
Issuance of Ordinary Shares
During the nine months ended March 30, 2012, the Company issued approximately 19 million of its ordinary shares from the exercise of stock options, release of restricted units and performance shares, and approximately 45 million of its ordinary shares in connection with the Samsung HDD acquisition.
Repurchases of Equity Securities
On January 27, 2010, the Board of Directors authorized an Anti-Dilution Share Repurchase Program (the “January 2010 Anti-Dilution Share Repurchase Program”). The January 2010 Anti-Dilution Share Repurchase Program authorized the Company to repurchase its ordinary shares to offset increases in diluted shares, such as those caused by employee stock plans, used in the determination of diluted net income per share. The Board of Directors authorized the Company to terminate the January 2010 Anti-Dilution Share Repurchase Program, effective April 26, 2012.
On November 29, 2010, the Board of Directors authorized the Company to repurchase an additional $2 billion of its outstanding ordinary shares (“the November 2010 Share Repurchase Program”).
On January 25, 2012, the Board of Directors authorized the Company to repurchase an additional $1 billion of its outstanding ordinary shares (“the January 2012 Share Repurchase Program”).
All repurchases are effected as redemptions in accordance with the Company’s Articles of Association.
The following tables set forth information with respect to repurchase of the Company’s shares made during the current fiscal year for each of the Company’s repurchase programs:
January 2010 Anti-Dilution Share Repurchase Program
|
(In millions) |
|
Number of
Shares
Repurchased |
|
Dollar Value
of Shares
Repurchased |
|
|
Cumulative repurchased through July 1, 2011 |
|
53 |
|
$ |
889 |
|
|
Cumulative repurchased through March 30, 2012 |
|
53 |
|
$ |
889 |
|
November 2010 Share Repurchase Program
|
(In millions) |
|
Number of
Shares
Repurchased |
|
Dollar Value
of Shares
Repurchased |
|
|
Cumulative repurchased through July 1, 2011 |
|
36 |
|
$ |
517 |
|
|
Repurchased in fiscal year 2012 |
|
56 |
|
1,196 |
|
|
Cumulative repurchased through March 30, 2012 |
|
92 |
|
$ |
1,713 |
|
January 2012 Share Repurchase Program
|
(In millions) |
|
Number of
Shares
Repurchased |
|
Dollar Value
of Shares
Repurchased |
|
|
Repurchased in fiscal year 2012 |
|
— |
|
$ |
— |
|
|
Cumulative repurchased through March 30, 2012 |
|
— |
|
$ |
— |
|
|