Toshiba 2011 Annual Report Download - page 115

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49
Thousands of U.S. dollars
Pre-tax amount
Tax benefit
(expense)
Net-of-tax
amount
For the year ended March 31, 2011:
Net unrealized gains and losses on securities:
Unrealized holding losses arising during year $ (201,301) $ 49,120 $ (152,181)
Less: reclassifi cation adjustment for losses included in net income
attributable to shareholders of the Company 37,735 (15,325) 22,410
Foreign currency translation adjustments:
Currency translation adjustments arising during year (622,133) (33,301) (655,434)
Less: reclassifi cation adjustment for losses included in net income
attributable to shareholders of the Company 129,639 — 129,639
Pension liability adjustments:
Pension liability adjustments arising during year (434,144) 178,542 (255,602)
Less: reclassifi cation adjustment for losses included in net income
attributable to shareholders of the Company 322,710 (131,361) 191,349
Net unrealized gains and losses on derivative instruments:
Unrealized gains arising during year 36,663 (18,302) 18,361
Less: reclassifi cation adjustment for losses included in net income
attributable to shareholders of the Company 20,807 (7,855) 12,952
Other comprehensive loss $ (710,024) $ 21,518 $ (688,506)
TAKEOVER DEFENSE MEASURE
The Company introduced a plan for countermeasures to any large-scale acquisitions of the Company’s shares (the “Plan”),
based on the shareholders’ approval of the Plan for the purpose of protection and enhancement of the corporate value of
the Company and the common interests of shareholders.
Specifically, if an acquirer commences or plans to commence an acquisition or a tender offer that would result in the
acquirer holding 20% or more of the shares issued by the Company, the Company will require the acquirer to provide the
necessary information in advance to its board of directors. The Special Committee that solely consists of outside directors
who are independent from the Company’s management will, at its discretion, obtain advice from outside experts, evaluate
and consider the details of the acquisition, disclose to the Company’s shareholders the necessary information regarding the
acquisition, evaluate, consider and disclose any alternative proposal presented by the Company’s representative executive
officers, and negotiate with the acquirer. If the acquirer does not comply with the procedures under the Plan, or the
acquisition would damage the corporate value of the Company or the common interests of its shareholders, and if the
acquisition satisfies the triggering requirements set out in the Plan, the countermeasures (a gratis allotment of stock
acquisition rights (shinkabu yoyakuken no mushou wariate), with a condition of which will be that they cannot be
exercised by acquirers or the like and subject to call to the effect that the Company can acquire stock acquisition rights
from those other than such acquirers in exchange for shares of the Company) are to be implemented in accordance with
the recommendation by the Special Committee or the resolution passed at the general meeting for confirming
shareholders’ intention and the Company will ensure the corporate value of the Company and the common interests of
shareholders.