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0000320193
20150722
10-Q
85
The net gains and losses recognized for foreign currency forward and option contracts not designated as hedging instruments were not significant during the three- and nine-month periods ended June 27, 2015 and June 28, 2014.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
86
The Company records all derivatives in the Condensed Consolidated Balance Sheets at fair value.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
87
The Company’s accounting treatment for these derivative instruments is based on its hedge designation.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
88
The following tables show the Company’s derivative instruments at gross fair value as of June 27, 2015 and September 27, 2014 (in millions): (1) The fair value of derivative assets is measured using Level 2 fair value inputs and is recorded as other current assets in the Condensed Consolidated Balance Sheets.
0001193125-15-259935/full-submission.txt
0000320193
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10-Q
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(2) The fair value of derivative liabilities is measured using Level 2 fair value inputs and is recorded as accrued expenses in the Condensed Consolidated Balance Sheets.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
90
The following tables show the pre-tax gains and losses of the Company’s derivative and non-derivative instruments designated as cash flow, net investment and fair value hedges on OCI and the Condensed Consolidated Statements of Operations for the three- and nine-month periods ended June 27, 2015 and June 28, 2014 (in m...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
91
The credit risk amounts represent the Company’s gross exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to perform according to the terms of the contract, based on then-current currency or interest rates at each respective date.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
92
The Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
93
Although the table above reflects the notional and credit risk amounts of the Company’s derivative instruments, it does not reflect the gains or losses associated with the exposures and transactions that the instruments are intended to hedge.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
94
The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments.
0001193125-15-259935/full-submission.txt
0000320193
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10-Q
95
The Company generally enters into master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
96
To further limit credit risk, the Company generally enters into collateral security arrangements that provide for collateral to be received or posted when the net fair value of certain financial instruments fluctuates from contractually established thresholds.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
97
The Company presents its derivative assets and derivative liabilities at their gross fair values in its Condensed Consolidated Balance Sheets.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
98
As of June 27, 2015 and September 27, 2014, the Company received $2.1 billion of cash collateral related to the derivative instruments under its collateral security arrangements, which were recorded as other current liabilities within accrued expenses in the Condensed Consolidated Balance Sheets.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
99
Under master netting arrangements with the respective counterparties to the Company’s derivative contracts, the Company is allowed to net settle transactions with a single net amount payable by one party to the other.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
100
As of June 27, 2015 and September 27, 2014, the potential effects of these rights of set-off associated with the Company’s derivative contracts, including the effects of collateral, would be a reduction to both derivative assets and derivative liabilities of $2.2 billion and $1.6 billion, respectively, resulting in net...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
101
Accounts Receivable Trade Receivables The Company has considerable trade receivables outstanding with its third-party cellular network carriers, wholesalers, retailers, value-added resellers, small and mid-sized businesses and education, enterprise and government customers that are not covered by collateral, third-part...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
102
As of June 27, 2015, the Company had one customer that represented 10% or more of total trade receivables, which accounted for 12%.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
103
As of September 27, 2014, the Company had two customers that represented 10% or more of total trade receivables, one of which accounted for 16% and the other 13%.
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0000320193
20150722
10-Q
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The Company’s cellular network carriers accounted for 57% and 72% of trade receivables as of June 27, 2015 and September 27, 2014, respectively.
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10-Q
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Vendor Non-Trade Receivables Additionally, the Company has non-trade receivables from certain of its manufacturing vendors resulting from the sale of components to these vendors who manufacture sub-assemblies or assemble final products for the Company.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
106
Vendor non-trade receivables from three of the Company’s vendors accounted for 47%, 21% and 14% of total vendor non-trade receivables as of June 27, 2015 and three of the Company’s vendors accounted for 51%, 16% and 14% of total vendor non-trade receivables as of September 27, 2014.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
107
Note 3 - Condensed Consolidated Financial Statement Details The following tables show the Company’s condensed consolidated financial statement details as of June 27, 2015 and September 27, 2014 (in millions): Inventories Property, Plant and Equipment, Net Accrued Expenses Other Income/(Expense), Net The following table...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
108
The following table summarizes the components of gross and net intangible asset balances as of June 27, 2015 and September 27, 2014 (in millions): Note 5 - Income Taxes As of June 27, 2015, the Company recorded gross unrecognized tax benefits of $5.4 billion, of which $2.0 billion, if recognized, would affect the Compa...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
109
As of September 27, 2014, the total amount of gross unrecognized tax benefits was $4.0 billion, of which $1.4 billion, if recognized, would have affected the Company’s effective tax rate.
0001193125-15-259935/full-submission.txt
0000320193
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10-Q
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The Company’s total gross unrecognized tax benefits are classified as other non-current liabilities in the Condensed Consolidated Balance Sheets.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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The Company had $928 million and $630 million of gross interest and penalties accrued as of June 27, 2015 and September 27, 2014, respectively, which are classified as other non-current liabilities in the Condensed Consolidated Balance Sheets.
0001193125-15-259935/full-submission.txt
0000320193
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10-Q
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Management believes that an adequate provision has been made for any adjustments that may result from tax examinations.
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20150722
10-Q
113
However, the outcome of tax audits cannot be predicted with certainty.
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10-Q
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If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.
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0000320193
20150722
10-Q
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Although timing of the resolution and/or closure of audits is not certain, the Company does not believe it is reasonably possible that its unrecognized tax benefits would materially change in the next 12 months.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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On June 11, 2014, the European Commission issued an opening decision initiating a formal investigation against Ireland for alleged state aid to the Company.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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The opening decision concerns the allocation of profits for taxation purposes of the Irish branches of two subsidiaries of the Company.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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The Company believes the European Commission’s assertions are without merit.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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If the European Commission were to conclude against Ireland, the European Commission could require Ireland to recover from the Company past taxes covering a period of up to 10 years reflective of the disallowed state aid.
0001193125-15-259935/full-submission.txt
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10-Q
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While such amount could be material, as of June 27, 2015 the Company is unable to estimate the impact.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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Note 6 - Debt Commercial Paper In 2014, the Board of Directors authorized the Company to issue unsecured short-term promissory notes (“Commercial Paper”) pursuant to a commercial paper program.
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10-Q
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The Company intends to use net proceeds from the commercial paper program for general corporate purposes, including dividends and share repurchases.
0001193125-15-259935/full-submission.txt
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20150722
10-Q
123
As of June 27, 2015 and September 27, 2014, the Company had $4.5 billion and $6.3 billion of Commercial Paper outstanding, respectively, with a weighted-average interest rate of 0.10% and 0.12%, respectively, and maturities generally less than nine months.
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0000320193
20150722
10-Q
124
The following table provides a summary of cash flows associated with the issuance and maturities of Commercial Paper for the nine months ended June 27, 2015 (in millions): Long-Term Debt As of June 27, 2015, the Company has outstanding floating- and fixed-rate notes with varying maturities for an aggregate principal am...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
125
The Notes are senior unsecured obligations, and interest is payable in arrears, quarterly for the U.S. dollar-denominated floating-rate notes, semi-annually for the U.S. dollar- and yen-denominated fixed-rate notes and annually for the euro- and Swiss franc-denominated fixed-rate notes.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
126
The following table provides a summary of the Company’s long-term debt as of June 27, 2015 and September 27, 2014: To manage foreign currency risk associated with the euro-denominated notes issued in the first quarter of 2015, the Company entered into currency swaps with an aggregate notional amount of $3.5 billion, wh...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
127
To manage interest rate risk on the U.S. dollar-denominated fixed-rate notes issued in the second quarter of 2015 and maturing in 2020 and 2022, the Company entered into interest rate swaps with an aggregate notional amount of $2.5 billion.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
128
To manage interest rate risk on the U.S. dollar-denominated fixed-rate notes issued in the third quarter of 2015 and maturing in 2017, 2020, 2022 and 2025, the Company entered into interest rate swaps with an aggregate notional amount of $4.3 billion.
0001193125-15-259935/full-submission.txt
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10-Q
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These interest rate swaps effectively converted the fixed interest rates on the U.S. dollar-denominated notes to a floating interest rate.
0001193125-15-259935/full-submission.txt
0000320193
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10-Q
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During the third quarter of 2015, the Company designated ¥212.4 billion of the ¥250.0 billion of yen-denominated notes as a hedge of the foreign currency exposure of its net investment in a foreign operation.
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10-Q
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As a result, the foreign currency transaction gain or loss on the portion of the yen-denominated debt designated as a hedge is recorded in OCI as a part of the cumulative translation adjustment.
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10-Q
132
As of June 27, 2015, the carrying value of the debt designated as a net investment hedge was $1.7 billion.
0001193125-15-259935/full-submission.txt
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20150722
10-Q
133
For further discussion regarding the Company’s use of derivative instruments see the Derivative Financial Instruments section of Note 2, “Financial Instruments.” The effective interest rates for the Notes include the interest on the Notes, amortization of the discount and, if applicable, adjustments related to hedging.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
134
The Company recognized $197 million and $486 million of interest expense on its long-term debt for the three- and nine-month periods ended June 27, 2015, respectively.
0001193125-15-259935/full-submission.txt
0000320193
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10-Q
135
The Company recognized $100 million and $268 million of interest expense on its long-term debt for the three- and nine-month periods ended June 28, 2014, respectively.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
136
Future principal payments for the Company’s Notes as of June 27, 2015 are as follows (in millions): As of June 27, 2015 and September 27, 2014, the fair value of the Company’s Notes, based on Level 2 inputs, was $48.7 billion and $28.5 billion, respectively.
0001193125-15-259935/full-submission.txt
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20150722
10-Q
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Note 7 - Shareholders’ Equity Dividends The Company declared and paid cash dividends per share during the periods presented as follows: Future dividends are subject to declaration by the Board of Directors.
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10-Q
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Share Repurchase Program In the third quarter of 2015, the Company’s Board of Directors increased the share repurchase authorization to $140 billion of the Company’s common stock, of which $90.0 billion had been utilized as of June 27, 2015.
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10-Q
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The Company’s share repurchase program does not obligate it to acquire any specific number of shares.
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10-Q
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Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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10-Q
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The Company has entered, and in the future may enter, into accelerated share repurchase arrangements (“ASRs”) with financial institutions.
0001193125-15-259935/full-submission.txt
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10-Q
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In exchange for up-front payments, the financial institutions deliver shares of the Company’s common stock during the purchase periods of each ASR.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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The total number of shares ultimately delivered, and therefore the average repurchase price paid per share, is determined at the end of the applicable purchase period of each ASR based on the volume weighted-average price of the Company’s common stock during that period.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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The shares received are retired in the periods they are delivered, and the up-front payments are accounted for as a reduction to shareholders’ equity in the Company’s Condensed Consolidated Balance Sheets in the periods the payments are made.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
145
The Company reflects the ASRs as a repurchase of common stock in the period delivered for purposes of calculating earnings per share and as forward contracts indexed to its own common stock.
0001193125-15-259935/full-submission.txt
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10-Q
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The ASRs met all of the applicable criteria for equity classification, and therefore were not accounted for as derivative instruments.
0001193125-15-259935/full-submission.txt
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10-Q
147
The following table shows the Company’s ASR activity and related information during the nine months ended June 27, 2015 and the year ended September 27, 2014: (1) The number of shares represents shares delivered in the third quarter of 2015 and does not represent the final number of shares to be delivered under the May...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
148
The total number of shares ultimately delivered under the May 2015 ASR, and therefore the average repurchase price paid per share, will be determined at the end of the applicable purchase period based on the volume weighted-average price of the Company’s common stock during that period.
0001193125-15-259935/full-submission.txt
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20150722
10-Q
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The May 2015 ASR purchase period will end in or before November 2015.
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(2) Includes 59.9 million shares delivered and retired at the beginning of the purchase period, which began in the fourth quarter of 2014, 8.3 million net shares delivered and retired in the first quarter of 2015 and 13.3 million shares delivered and retired at the end of the purchase period, which concluded in the sec...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
151
Additionally, the Company repurchased shares of its common stock in the open market, which were retired upon repurchase, during the periods presented as follows: Note 8 - Comprehensive Income Comprehensive income consists of two components, net income and OCI.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
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OCI refers to revenue, expenses, and gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income.
0001193125-15-259935/full-submission.txt
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10-Q
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The Company’s OCI consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges and unrealized gains and losses on marketable securities classified as ...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
154
The following table shows the pre-tax amounts reclassified from AOCI into the Condensed Consolidated Statements of Operations, and the associated financial statement line item, for the three- and nine-month periods ended June 27, 2015 and June 28, 2014 (in millions): The following table shows the changes in AOCI by com...
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
155
RSUs granted generally vest over four years, based on continued employment, and are settled upon vesting in shares of the Company’s common stock on a one-for-one basis.
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Each share issued with respect to RSUs granted under the Company’s stock plans reduces the number of shares available for grant under the plan by two shares.
0001193125-15-259935/full-submission.txt
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RSUs cancelled and shares withheld to satisfy tax withholding obligations increase the number of shares available for grant under the plans utilizing a factor of two times the number of RSUs cancelled or shares withheld.
0001193125-15-259935/full-submission.txt
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10-Q
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Stock options count against the number of shares available for grant on a one-for-one basis.
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10-Q
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Rule 10b5-1 Trading Plans During the three months ended June 27, 2015, Section 16 officers Timothy D. Cook, Angela Ahrendts, Luca Maestri, Daniel Riccio and Jeffrey Williams had equity trading plans in place in accordance with Rule 10b5-1(c)(1) under the Exchange Act.
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An equity trading plan is a written document that pre-establishes the amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s employee and director equity plans.
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Restricted Stock Units A summary of the Company’s RSU activity and related information for the nine months ended June 27, 2015 is as follows: RSUs that vested during the three- and nine-month periods ended June 27, 2015 had fair values of $2.3 billion and $4.3 billion, respectively, as of the vesting date.
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RSUs that vested during the three- and nine-month periods ended June 28, 2014 had fair values of $1.3 billion and $2.6 billion, respectively, as of the vesting date.
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Stock Options The Company had 1.6 million stock options outstanding as of June 27, 2015, with a weighted-average exercise price per share of $16.62 and weighted-average remaining contractual term of 3.4 years, substantially all of which are exercisable.
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The aggregate intrinsic value of the stock options outstanding as of June 27, 2015 was $177 million, which represents the value of the Company’s closing stock price on the last trading day of the period in excess of the weighted-average exercise price multiplied by the number of options outstanding.
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The total intrinsic value of options at the time of exercise was $72 million and $439 million for the three- and nine-month periods ended June 27, 2015, respectively, and $271 million and $978 million for the three- and nine-month periods ended June 28, 2014, respectively.
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Share-Based Compensation The following table shows a summary of the share-based compensation expense included in the Condensed Consolidated Statements of Operations for the three- and nine-month periods ended June 27, 2015 and June 28, 2014 (in millions): The income tax benefit related to share-based compensation expen...
0001193125-15-259935/full-submission.txt
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As of June 27, 2015, the total unrecognized compensation cost related to outstanding stock options and RSUs expected to vest was $7.3 billion, which the Company expects to recognize over a weighted-average period of 2.8 years.
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Note 10 - Commitments and Contingencies Accrued Warranty and Indemnification The following table shows changes in the Company’s accrued warranties and related costs for the three- and nine-month periods ended June 27, 2015 and June 28, 2014 (in millions): The Company generally does not indemnify end-users of its operat...
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Other agreements entered into by the Company sometimes include indemnification provisions under which the Company could be subject to costs and/or damages in the event of an infringement claim against the Company or an indemnified third-party.
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However, the Company has not been required to make any significant payments resulting from such an infringement claim asserted against it or an indemnified third-party.
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In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to indemnification of end-users of its operating system or application software for infringement of third-party intellectual property rights.
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The Company did not record a liability for infringement costs related to indemnification as of June 27, 2015 or September 27, 2014.
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The Company has entered into indemnification agreements with its directors and executive officers.
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Under these agreements, the Company has agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance expenses incurred by such individuals in connection with related legal proceedings.
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It is not possible to determine the maximum potential amount of payments the Company could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim.
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However, the Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations, and payments made under these agreements historically have not been material.
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Concentrations in the Available Sources of Supply of Materials and Product Although most components essential to the Company’s business are generally available from multiple sources, a number of components are currently obtained from single or limited sources.
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In addition, the Company competes for various components with other participants in the markets for mobile communication and media devices and personal computers.
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Therefore, many components used by the Company, including those that are available from multiple sources, are at times subject to industry-wide shortage and significant pricing fluctuations that could materially adversely affect the Company’s financial condition and operating results.
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The Company uses some custom components that are not commonly used by its competitors, and new products introduced by the Company often utilize custom components available from only one source.
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When a component or product uses new technologies, initial capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has increased.
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If the Company’s supply of components for a new or existing product were delayed or constrained, or if an outsourcing partner delayed shipments of completed products to the Company, the Company’s financial condition and operating results could be materially adversely affected.
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10-Q
183
The Company’s business and financial performance could also be materially adversely affected depending on the time required to obtain sufficient quantities from the original source, or to identify and obtain sufficient quantities from an alternative source.
0001193125-15-259935/full-submission.txt
0000320193
20150722
10-Q
184
Continued availability of these components at acceptable prices, or at all, may be affected if those suppliers concentrated on the production of common components instead of components customized to meet the Company’s requirements.
0001193125-15-259935/full-submission.txt