Toshiba 2013 Annual Report Download - page 125

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53
TOSHIBA Annual Report 2013
Thousands of U.S. dollars
Pre-tax
amount
Tax benefit
(expense)
Net-of-tax
amount
For the year ended March 31, 2013:
Net unrealized gains and losses on securities:
Unrealized holding gains arising during year $ 345,851 $ (128,543) $ 217,308
Less: reclassification adjustment for losses included in net income
attributable to shareholders of the Company 10,660 (3,798) 6,862
Foreign currency translation adjustments:
Currency translation adjustments arising during year 1,186,254 (54,659) 1,131,595
Less: reclassification adjustment for losses included in net income
attributable to shareholders of the Company 33,564 − 33,564
Pension liability adjustments:
Pension liability adjustments arising during year 283,660 (96,213) 187,447
Less: reclassification adjustment for losses included in net income
attributable to shareholders of the Company 353,075 (125,713) 227,362
Net unrealized gains and losses on derivative instruments:
Unrealized losses arising during year (1,383) (1,617) (3,000)
Less: reclassification adjustment for losses included in net income
attributable to shareholders of the Company (8,032) 3,426 (4,606)
Other comprehensive income $ 2,203,649 $ (407,117) $ 1,796,532
TAKEOVER DEFENSE MEASURE
The Company has 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.