Adobe 2012 Annual Report Download - page 113

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The following table sets forth the components of foreign currency translation adjustments for fiscal 2012, 2011 and 2010
(in thousands):
2012 2011 2010
Beginning balance .................................................................................................... $ 10,580 $ 7,632 $ 10,640
Foreign currency translation adjustments................................................................. (2,225) 5,156 (4,144)
Income tax effect relating to translation adjustments for
undistributed foreign earnings .............................................................................. 1,314 (2,208) 1,136
Ending balance.......................................................................................................... $ 9,669 $ 10,580 $ 7,632
Stock Repurchase Program
To facilitate our stock repurchase program, designed to return value to our stockholders and minimize dilution from stock
issuances, we repurchase shares in the open market and also enter into structured repurchase agreements with third-parties.
Authorization to repurchase shares to cover on-going dilution was not subject to expiration. However, this repurchase
program was limited to covering net dilution from stock issuances and was subject to business conditions and cash flow requirements
as determined by our Board of Directors from time to time.
During the third quarter of fiscal 2010, our Board of Directors approved an amendment to our stock repurchase program
authorized in April 2007 from a non-expiring share-based authority to a time-constrained dollar-based authority. As part of this
amendment, the Board of Directors granted authority to repurchase up to $1.6 billion in common stock through the end of fiscal
2012. During the second quarter of fiscal 2012, we exhausted our $1.6 billion authority granted by our Board of Directors in fiscal
2010.
In April 2012, the Board of Directors approved a new stock repurchase program granting authority to repurchase up to $2.0
billion in common stock through the end of fiscal 2015. The new stock repurchase program approved by our Board of Directors
is similar to our previous $1.6 billion stock repurchase program.
During fiscal 2012, 2011 and 2010, we entered into several structured repurchase agreements with large financial institutions,
whereupon we provided the financial institutions with prepayments totaling $405.0 million, $695.0 million and $850 million,
respectively. Of the $405.0 million of prepayments during fiscal 2012, $100.0 million was under the new $2.0 billion stock
repurchase program and the remaining $305.0 million was under our previous $1.6 billion authority. Of the $850.0 million of
prepayments during fiscal 2010, $250.0 million was under the stock repurchase program prior to the program amendment in the
third quarter of fiscal 2010 and the remaining $600.0 million was under the amended $1.6 billion time-constrained dollar-based
authority. We enter into these agreements in order to take advantage of repurchasing shares at a guaranteed discount to the Volume
Weighted Average Price (“VWAP”) of our common stock over a specified period of time. We only enter into such transactions
when the discount that we receive is higher than the foregone return on our cash prepayments to the financial institutions. There
were no explicit commissions or fees on these structured repurchases. Under the terms of the agreements, there is no requirement
for the financial institutions to return any portion of the prepayment to us.
The financial institutions agree to deliver shares to us at monthly intervals during the contract term. The parameters used
to calculate the number of shares deliverable are: the total notional amount of the contract, the number of trading days in the
contract, the number of trading days in the interval and the average VWAP of our stock during the interval less the agreed upon
discount. During fiscal 2012, we repurchased approximately 11.5 million shares at an average price of $32.29 through structured
repurchase agreements entered into during fiscal 2012. During fiscal 2011, we repurchased approximately 21.8 million shares at
an average price of $31.81 through structured repurchase agreements entered into during fiscal 2011. During fiscal 2010, we
repurchased approximately 31.2 million shares at an average price per share of $29.19 through structured repurchase agreements
entered into during fiscal 2009 and fiscal 2010.
For fiscal 2012, 2011 and 2010, the prepayments were classified as treasury stock on our Consolidated Balance Sheets at
the payment date, though only shares physically delivered to us by November 30, 2012, December 2, 2011 and December 3, 2010
were excluded from the computation of earnings per share. As of November 30, 2012, $33.0 million of prepayments remained
under these agreements. As of December 2, 2011 and December 3, 2010, no prepayments remained under these agreements.
Table of Contents
ADOBE SYSTEMS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)