Toshiba 2012 Annual Report Download - page 122

Download and view the complete annual report

Please find page 122 of the 2012 Toshiba annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 138

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138

52 TOSHIBA Annual Report 2012
Toshiba Corporation and Subsidiaries
March 31, 2012
Notes to Consolidated Financial Statements
Thousands of U.S. dollars
Pre-tax
amount
Tax benefit
(expense)
Net-of-tax
amount
For the year ended March 31, 2012:
Net unrealized gains and losses on securities:
Unrealized holding losses arising during year $ (167,902) $ 61,110 $ (106,792)
Less: reclassification adjustment for losses included in net income
attributable to shareholders of the Company 69,793 (28,391) 41,402
Foreign currency translation adjustments:
Currency translation adjustments arising during year (137,976) 671 (137,305)
Less: reclassification adjustment for losses included in net income
attributable to shareholders of the Company 2,939 − 2,939
Pension liability adjustments:
Pension liability adjustments arising during year (983,756) 361,207 (622,549)
Less: reclassification adjustment for losses included in net income
attributable to shareholders of the Company 439,732 (178,976) 260,756
Net unrealized gains and losses on derivative instruments:
Unrealized gains arising during year 2,817 500 3,317
Less: reclassification adjustment for losses included in net income
attributable to shareholders of the Company (15,671) 7,476 (8,195)
Other comprehensive loss $ (790,024) $ 223,597 $ (566,427)
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.