a credit facility of this size and type. We are also required to maintain compliance with a capitalization ratio and
maintain a minimum level of total liquidity and a minimum level of domestic liquidity.
covenant defaults, bankruptcy and insolvency defaults and a change of control default, in each case, subject to
customary exceptions for a credit facility of this size and type. The occurrence of an event of default could result
in the acceleration of the obligations under the credit agreement, an obligation by any guarantors to repay the
obligations in full and an increase in the applicable interest rate.
financing facilities will be sufficient to meet our operating requirements for at least the next 12 months, including
working capital requirements, capital expenditures, and potentially, future acquisitions, stock repurchases, or
strategic investments. We may choose at any time to raise additional capital to strengthen our financial position,
facilitate expansion, repurchase our stock, pursue strategic acquisitions and investments, and/or to take advantage
of business opportunities as they arise. There can be no assurance, however, that such additional capital will be
available to us on favorable terms, if at all, or that it will not result in substantial dilution to our existing
were domiciled in foreign tax jurisdictions. While we have no plans to repatriate these funds to the United States
in the short term, if we choose to do so, we would be required to accrue and pay additional taxes on any portion
of the repatriation where no United States income tax had been previously provided.
stock over the following 18 months. We completed our program in April 2012. We repurchased approximately
32 million shares in the open market since under that program, including pursuant to pre-arranged stock trading
plans. During fiscal years 2013 and 2012, we repurchased and retired approximately 4 million and 25 million
shares of our common stock for approximately $71 million and $471 million, respectively, under that plan.
stock. Under this new program, we may purchase stock in the open market or through privately-negotiated
transactions in accordance with applicable securities laws, including pursuant to pre-arranged stock trading
plans. The timing and actual amount of the stock repurchases will depend on several factors including price,
capital availability, regulatory requirements, alternative investment opportunities and other market conditions.
We are not obligated to repurchase any specific number of shares under this program and it may be modified,
suspended or discontinued at any time. During fiscal year 2013, we repurchased and retired approximately
22 million shares of our common stock for approximately $278 million under this new program.
our common stock for approximately $349 million and $471 million, respectively, for both plans.
which includes a base prospectus, allows us at any time to offer any combination of securities described in the
prospectus in one or more offerings. Unless otherwise specified in a prospectus supplement accompanying the
base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf
registration statement for general corporate purposes, including for working capital, financing capital
expenditures, research and development, marketing and distribution efforts, and if opportunities arise, for
acquisitions or strategic alliances. Pending such uses, we may invest the net proceeds in interest-bearing
securities. In addition, we may conduct concurrent or other financings at any time.