XML 100 R19.htm IDEA: XBRL DOCUMENT v2.3.0.15
Stockholders' Equity
12 Months Ended
Sep. 30, 2011
Stockholders' Equity [Abstract] 
Stockholders' Equity

12. STOCKHOLDERS' EQUITY

Stock Repurchase Program

During fiscal year 2011, 2010 and 2009, the Company repurchased 9,028,033 shares, 9,788,249 shares and 2,248,000 shares, respectively, of VMS common stock under various authorizations by VMS's Board of Directors. The repurchased shares include shares of VMS common stock repurchased under various accelerated share repurchase agreements. Aggregate cash payments in connection with the various accelerated share repurchase agreements (as further discussed below) and for shares repurchased in the open market totaled $611 million, $520 million and $101 million in fiscal years 2011, 2010 and 2009, respectively. All shares that were repurchased have been retired.

On August 24, 2010, the Company executed an accelerated share repurchase agreement with BofA (the "August 2010 Repurchase Agreement"). Pursuant to the August 2010 Repurchase Agreement, the Company initially paid to BofA $225 million and BofA delivered 3,888,249 shares of VMS common stock, representing approximately 90% of the shares expected to be repurchased. Under the terms of the August 2010 Repurchase Agreement, the specific number of shares that the Company ultimately repurchased was to be based on the volume weighted average share price of VMS common stock during the repurchase period, less a discount, such that the Company might be entitled to receive additional shares of VMS common stock from BofA or the Company might be required to deliver VMS shares or, at its option, make a cash payment to BofA. The repurchase period ended on February 23, 2011 and the Company made a cash payment of $26.1 million to settle this contract without receiving or delivering additional VMS shares in March 2011. This cash payment upon settlement, together with $22.5 million, representing approximately 10% of the initial cash payment to BofA, was recorded as an equity forward contract, which was included in "Capital in excess of par value" in the Consolidated Balance Sheet as of September 30, 2011.

 

On February 23, 2011, the Company entered into a substantially identical accelerated share repurchase agreement with BofA (the "February 2011 Repurchase Agreement"). Pursuant to the February 2011 Repurchase Agreement, the Company paid to BofA $280 million and BofA delivered 3,547,474 shares of VMS common stock, representing approximately 85% of the shares expected to be repurchased. The remaining $42 million, representing approximately 15% of the cash payment to BofA, was recorded as an equity forward contract, which was included in "Capital in excess of par value" in the Consolidated Balance Sheet as of September 30, 2011. Under the terms of the February 2011 Repurchase Agreement, the specific number of shares that the Company ultimately repurchased was to be based on the volume weighted average share price of VMS common stock during the repurchase period, less a discount. In June 2011, BofA accelerated the end of the repurchase period and the Company received an additional 630,921 shares of VMS common stock upon the settlement of the February 2011 Repurchase Agreement. The market value of the shares received of $41.3 million was included in "Capital in excess of par value" in the Consolidated Balance Sheet as of September 30, 2011.

On August 25, 2011, the Company entered into another accelerated share repurchase agreement with BofA (the "August 2011 Repurchase Agreement"). Pursuant to the August 2011 Repurchase Agreement, the Company paid to BofA $250 million and BofA delivered 3,849,638 shares of VMS common stock, representing approximately 85% of the shares expected to be repurchased. Under the terms of the August 2011 Repurchase Agreement, the specific number of shares that the Company ultimately will repurchase is based on the volume weighted average share price of VMS common stock during the repurchase period, less a discount. The repurchase period will end on February 21, 2012, however beginning on November 23, 2011 BofA has the right to accelerate the end of the repurchase period. The August 2011 Repurchase Agreement provides that at the completion of the repurchase period, depending on the volume weighted average share price of VMS common stock during the repurchase period, the Company may be entitled to receive additional shares of VMS common stock from BofA or the Company may be required to deliver VMS shares or, at its option, make a cash payment to BofA. The remaining $37.5 million, representing approximately 15% of the cash payment to BofA, was recorded as an equity forward contract, which was included in "Capital in excess of par value" in the Consolidated Balance Sheet at September 30, 2011.

In February 2011, the VMS Board of Directors authorized the repurchase of 12 million shares of VMS common stock through the end of fiscal year 2012. As of September 30, 2011, 7,433,718 shares of VMS common stock remained available for repurchase under this repurchase authorization. Shares may be repurchased in the open market, in privately negotiated transactions (such as the February 2011 and August 2011 and similar accelerated repurchase programs) or under Rule 10b5-1 share repurchase plans, and may be made from time to time or in one or more blocks.

 

Accumulated Other Comprehensive Loss

 

     Accumulated Other Comprehensive Loss  
(In thousands)    Defined Benefit
Pension and Post-
retirement Benefit
Plans
    Unrealized
Gain(Loss) on
Derivatives
    Cumulative
Translation
Adjustments
    Total  

Balance at September 26, 2008

   $ (20,385   $ (487   $ 2,644      $ (18,228

Current period other comprehensive
income (loss)

     (10,297     487        1,584        (8,226

Adoption of measurement date provision of
ASC 715

     69                      69   
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at October 2, 2009

     (30,613            4,228        (26,385

Current period other comprehensive
income (loss)

     (6,231     (307     (4,681     (11,219
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at October 1, 2010

     (36,844     (307     (453     (37,604

Current period other comprehensive
income (loss)

     (6,276     300        (3,268     (9,244
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2011

   $ (43,120   $ (7   $ (3,721   $ (46,848