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Annual
Report
During fiscal year 2013, we issued approximately 3 million shares under the ESPP with exercise prices for
purchase rights ranging from $11.05 to $11.33. During fiscal years 2013, 2012, and 2011, the estimated
weighted-average fair values of purchase rights were $4.83, $4.98 and $4.67, respectively.
We issue new common stock out of the ESPP's pool of authorized shares. The fair values above were estimated
on the date of grant using the Black-Scholes option-pricing model assumptions.
Deferred Compensation Plan
We have a Deferred Compensation Plan ("DCP") for the benefit of a select group of management or highly
compensated employees and Directors, which is unfunded and intended to be a plan that is not qualified within
the meaning section 401(a) of the Internal Revenue Code. The DCP permits the deferral of the annual base salary
and/or Director fees up to a maximum amount. The deferrals are held in a separate trust, which has been
established by us to administer the DCP. The trust is a grantor trust and the specific terms of the trust agreement
provide that the assets of the trust are available to satisfy the claims of general creditors in the event of our
insolvency. The assets held by the trust are classified as trading securities and are held at fair value on our
Consolidated Balance Sheets. The assets and liabilities of the DCP are presented in other assets and other
liabilities on our Consolidated Balance Sheets, respectively, with changes in the fair value of the assets and in the
deferred compensation liability recognized as compensation expense. The estimated fair value of the assets was
$11 million and $11 million as of March 31, 2013 and 2012, respectively. As of March 31, 2013 and 2012,
$12 million was recorded to recognize undistributed deferred compensation due to employees.
401(k) Plan and Registered Retirement Savings Plan
We have a 401(k) plan covering substantially all of our U.S. employees, and a Registered Retirement Savings
Plan covering substantially all of our Canadian employees. These plans permit us to make discretionary
contributions to employees' accounts based on our financial performance. We contributed an aggregate of
$14 million, $13 million and $9 million to these plans in fiscal years 2013, 2012, and 2011, respectively.
Stock Repurchase Program
In February 2011, our Board of Directors authorized a program to repurchase up to $600 million of our common
stock over the following 18 months. We completed that 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 program.
In July 2012, our Board of Directors authorized a new program to repurchase up to $500 million of our common
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.
During fiscal years 2013 and 2012, we repurchased and retired approximately 26 million and 25 million shares of
our common stock for approximately $349 million and $471 million, respectively, under both programs.
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