Annual report pursuant to Section 13 and 15(d)

Capital Stock

v2.4.0.8
Capital Stock
 12 Months Ended
Sep. 28, 2014
Notes to Financial Statements [Abstract]  
Note 5 - Capital Stock
Note 5. Capital Stock
Preferred Stock. The Company has 8,000,000 shares of preferred stock authorized for issuance in one or more series, at a par value of $0.0001 per share. In conjunction with the distribution of preferred share purchase rights, 4,000,000 shares of preferred stock are designated as Series A Junior Participating Preferred Stock, and such shares are reserved for issuance upon exercise of the preferred share purchase rights. At September 28, 2014 and September 29, 2013, no shares of preferred stock were outstanding.
Preferred Share Purchase Rights Agreement. The Company has a Preferred Share Purchase Rights Agreement (Rights Agreement) to protect stockholders’ interests in the event of a proposed takeover of the Company. Under the original Rights Agreement, adopted on September 26, 1995, the Company declared a dividend of one preferred share purchase right (a Right) for each share of the Company’s common stock outstanding. Pursuant to the Rights Agreement, as amended and restated on December 7, 2006, each Right entitles the registered holder to purchase from the Company a one one-thousandth share of Series A Junior Participating Preferred Stock, $0.0001 par value per share, subject to adjustment for subsequent stock splits, at a purchase price of $180. The Rights are exercisable only if a person or group (an Acquiring Person) acquires beneficial ownership of 20% or more of the Company’s outstanding shares of common stock without approval of the Board of Directors. Upon exercise, holders, other than an Acquiring Person, will have the right, subject to termination, to receive the Company’s common stock or other securities, cash or other assets having a market value, as defined, equal to twice such purchase price. The Rights, which expire on September 25, 2015, are redeemable in whole, but not in part, at the Company’s option prior to the time such Rights are triggered for a price of $0.001 per Right. 
Stock Repurchase Program. On March 4, 2014, the Company announced a new stock repurchase program authorizing it to repurchase up to $7.8 billion of the Company’s common stock. This stock repurchase program replaced the previous $5.0 billion stock repurchase program announced on September 11, 2013. The stock repurchase program has no expiration date. Any shares repurchased are retired, and the amount paid in excess of par value is recorded to paid-in capital. During fiscal 2014, 2013 and 2012, the Company repurchased and retired 60,253,000, 71,696,000 and 23,893,000 shares of common stock, respectively, for $4.5 billion, $4.6 billion and $1.3 billion, respectively, before commissions. At September 28, 2014, approximately $5.3 billion remained authorized for repurchase under the Company’s stock repurchase program. Since September 28, 2014, the Company repurchased 8,595,000 shares of common stock for $638 million.
During fiscal 2012, three put options that the Company sold on its own stock in connection with prior stock repurchase programs expired unexercised, and the Company recognized gains of $80 million in net investment income due to changes in the fair values of the put options. No put options were outstanding during fiscal 2014 and 2013.
Dividends. Dividends charged to retained earnings in fiscal 2014, 2013 and 2012 were as follows (in millions, except per share data):
 
2014
 
2013
 
2012
 
Per Share
 
Total
 
Per Share
 
Total
 
Per Share
 
Total
First quarter
$
0.350

 
$
599

 
$
0.250

 
$
435

 
$
0.215

 
$
368

Second quarter
0.350

 
599

 
0.250

 
439

 
0.215

 
377

Third quarter
0.420

 
718

 
0.350

 
615

 
0.250

 
429

Fourth quarter
0.420

 
713

 
0.350

 
604

 
0.250

 
438

 
$
1.540

 
$
2,629

 
$
1.200

 
$
2,093

 
$
0.930

 
$
1,612


On October 16, 2014, the Company announced a cash dividend of $0.42 per share of common stock, payable on December 18, 2014 to stockholders of record as of December 1, 2014, which will be reflected in the consolidated financial statements in the first quarter of fiscal 2015.