Document
Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended July 1, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From              To             
Commission File Number: 001-32431

DOLBY LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
90-0199783
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1275 Market Street
San Francisco, CA
94103-1410
(415) 558-0200
(Address of principal executive offices)
(Zip Code)
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ý
 
Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)
 
Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  ý
On July 29, 2016, the registrant had 55,272,713 shares of Class A common stock, par value $0.001 per share, and 45,682,736 shares of Class B common stock, par value $0.001 per share, outstanding.


Table of Contents


DOLBY LABORATORIES, INC.
FORM 10-Q
For the Fiscal Quarter Ended July 1, 2016
TABLE OF CONTENTS
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 


2

Table of Contents


GLOSSARY OF TERMS
The following table summarizes certain terms and abbreviations that may be used within the text of this report:
Abbreviation
 
Term
AAC
 
Advanced Audio Coding
AOCI
 
Accumulated Other Comprehensive Income
APIC
 
Additional-Paid In-Capital
ASP
 
Average Selling Price
ASU
 
Accounting Standards Update
ATSC
 
Advanced Television Systems Committee
AVR
 
Audio/Video Receiver
CE
 
Consumer Electronics
CODM
 
Chief Operating Decision-Maker
COGS
 
Cost Of Goods Sold
COSO
 
Committee Of Sponsoring Organizations (Of The Treadway Commission)
DCI
 
Digital Cinema Initiative
DD
 
Dolby Digital®
DD+
 
Dolby Digital Plus™
DMA
 
Digital Media Adapter
DTV
 
Digital Television
DVB
 
Digital Video Broadcasting
DVD
 
Digital Versatile Disc
EPS
 
Earnings Per Share
ESP
 
Estimated Selling Price
ESPP
 
Employee Stock Purchase Plan
FASB
 
Financial Accounting Standards Board
FCPA
 
Foreign Corrupt Practices Act
G&A
 
General & Administrative
GAAP
 
Generally Accepted Accounting Principles
HDR
 
High Dynamic Range
HDTV
 
High Definition Television
HE AAC
 
High Efficiency Advanced Audio Coding
HEVC
 
High Efficiency Video Coding
HFR
 
High Frame Rate
HTIB
 
Home Theater In-A-Box
IC
 
Integrated Circuit
IMB
 
Integrated Media Block
IPO
 
Initial Public Offering
IPTV
 
Internet Protocol Television
ISO
 
Incentive Stock Option
ISV
 
Independent Software Vendor
IT
 
Information Technology
LCD
 
Liquid Crystal Display
LP
 
Limited Partner/Partnership
ME
 
Multiple Element
NATO
 
North American Theatre Owners
NOL
 
Net Operating Loss
NQ
 
Non-Qualified/Non-Statutory Stock Option
OCI
 
Other Comprehensive Income
ODD
 
Optical Disc Drive
OECD
 
Organization For Economic Co-Operation & Development
OEM
 
Original Equipment Manufacturer
OLED
 
Organic Light-Emitting Diode
OTT
 
Over-The-Top
PC
 
Personal Computer
PCS
 
Post-Contract Support
PP&E
 
Property, Plant And Equipment
PSO
 
Performance-Based Stock Option
R&D
 
Research & Development
RSU
 
Restricted Stock Unit
S&M
 
Sales & Marketing
SAR
 
Stock Appreciation Rights
SERP
 
Supplemental Executive Retirement Plan
SoC
 
System(s)-On-A-Chip
STB
 
Set-Top Box
TAM
 
Total Available Market
TPE
 
Third Party Evidence
TSR
 
Total Stockholder Return
UHD
 
Ultra High Definition
U.S. GAAP
 
Generally Accepted Accounting Principles In The United States
VSOE
 
Vendor Specific Objective Evidence

3

Table of Contents


PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DOLBY LABORATORIES, INC.
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)


 
July 1,
2016
September 25,
2015
ASSETS
(unaudited)
 
Current assets:
 
 
Cash and cash equivalents
$
599,991

$
531,926

Restricted cash
5,673

2,936

Short-term investments
118,778

138,901

Accounts receivable, net of allowance for doubtful accounts of $2,534 and $1,542
91,637

101,563

Inventories
18,544

13,872

Prepaid expenses and other current assets
37,306

32,031

Total current assets
871,929

821,229

Long-term investments
266,431

321,015

Property, plant and equipment, net
428,225

403,091

Intangible assets, net
222,868

127,507

Goodwill
309,020

307,708

Deferred taxes
149,633

143,279

Other non-current assets
15,247

9,464

Total assets
$
2,263,353

$
2,133,293

 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
Current liabilities:
 
 
Accounts payable
$
14,762

$
20,710

Accrued liabilities
174,573

169,307

Income taxes payable
212

754

Deferred revenue
22,530

18,910

Total current liabilities
212,077

209,681

Long-term deferred revenue
34,903

30,581

Other non-current liabilities
76,053

77,024

Total liabilities
323,033

317,286

 
 
 
Stockholders’ equity:
 
 
Class A, $0.001 par value, one vote per share, 500,000,000 shares authorized: 54,978,917 shares issued and outstanding at July 1, 2016 and 50,291,426 at September 25, 2015
56

51

Class B, $0.001 par value, ten votes per share, 500,000,000 shares authorized: 45,888,962 shares issued and outstanding at July 1, 2016 and 50,743,311 at September 25, 2015
46

51

Additional paid-in capital
15,380

17,571

Retained earnings
1,926,528

1,800,857

Accumulated other comprehensive (loss)
(10,205
)
(11,462
)
Total stockholders’ equity – Dolby Laboratories, Inc.
1,931,805

1,807,068

Controlling interest
8,515

8,939

Total stockholders’ equity
1,940,320

1,816,007

Total liabilities and stockholders’ equity
$
2,263,353

$
2,133,293


 






See accompanying notes to unaudited interim condensed consolidated financial statements

4

Table of Contents


DOLBY LABORATORIES, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
Fiscal Quarter Ended
 
Fiscal Year-To-Date Ended
 
July 1,
2016
June 26,
2015
 
July 1,
2016
June 26,
2015
Revenue:
 
 
 
 
 
Licensing
$
253,026

$
204,855

 
$
713,491

$
664,786

Products
20,638

22,596

 
65,510

58,844

Services
3,923

4,251

 
13,740

14,260

Total revenue
277,587

231,702

 
792,741

737,890

 
 
 
 
 
 
Cost of revenue:
 
 
 
 
 
Cost of licensing
6,620

1,347

 
19,851

8,615

Cost of products
14,098

20,027

 
47,114

50,848

Cost of services
3,903

3,506

 
11,795

9,976

Total cost of revenue
24,621

24,880

 
78,760

69,439

 
 
 
 
 
 
Gross margin
252,966

206,822

 
713,981

668,451

 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
Research and development
54,977

45,508

 
160,393

150,703

Sales and marketing
74,234

70,782

 
220,503

204,740

General and administrative
42,570

45,587

 
129,130

135,956

Restructuring charges/(credits)
(10
)

 
1,245

(39
)
Total operating expenses
171,771

161,877

 
511,271

491,360

 
 
 
 
 
 
Operating income
81,195

44,945

 
202,710

177,091

 
 
 
 
 
 
Other income/expense:
 
 
 
 
 
Interest income
1,464

1,453

 
4,011

3,444

Interest expense
(26
)
(69
)
 
(88
)
(115
)
Other income/(expense), net
(849
)
1,049

 
(1,542
)
1,159

Total other income
589

2,433

 
2,381

4,488

 
 
 
 
 
 
Income before income taxes
81,784

47,378

 
205,091

181,579

Provision for income taxes
(18,017
)
(11,522
)
 
(42,768
)
(45,254
)
Net income including controlling interest
63,767

35,856

 
162,323

136,325

Less: net (income) attributable to controlling interest
(139
)
(350
)
 
(396
)
(1,488
)
Net income attributable to Dolby Laboratories, Inc.
$
63,628

$
35,506

 
$
161,927

$
134,837

 
 
 
 
 
 
Net Income Per Share:
 
 
 
 
 
Basic
$
0.63

$
0.35

 
$
1.61

$
1.32

Diluted
$
0.62

$
0.34

 
$
1.59

$
1.29

Weighted-Average Shares Outstanding:
 
 
 
 
 
Basic
100,533

102,670

 
100,578

102,494

Diluted
102,677

104,105

 
101,979

104,127

 
 
 
 
 
 
Related party rent expense:
 
 
 
 
 
Included in operating expenses
$
778

$
815

 
$
2,315

$
2,358

Included in net income attributable to controlling interest
$
179

$
1,159

 
$
529

$
3,463

 
 
 
 
 
 
Cash dividend declared per common share
$
0.12

$
0.10

 
$
0.36

$
0.30

Cash dividend paid per common share
$
0.12

$
0.10

 
$
0.36

$
0.30





See accompanying notes to unaudited interim condensed consolidated financial statements

5

Table of Contents


DOLBY LABORATORIES, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
Fiscal Quarter Ended
 
Fiscal Year-To-Date Ended
 
July 1,
2016
June 26,
2015
 
July 1,
2016
June 26,
2015
Net income including controlling interest
$
63,767

$
35,856

 
$
162,323

$
136,325

Other comprehensive income:
 
 
 




Foreign currency translation adjustments, net of tax
(2,875
)
1,146

 
(753
)
(10,726
)
Unrealized gains/(losses) on available-for-sale securities, net of tax
701

(729
)
 
1,404

(64
)
Comprehensive income
61,593

36,273

 
162,974

125,535

Less: comprehensive (income)/loss attributable to controlling interest
172

(626
)
 
210

(1,103
)
Comprehensive income attributable to Dolby Laboratories, Inc.
$
61,765

$
35,647

 
$
163,184

$
124,432
















See accompanying notes to unaudited interim condensed consolidated financial statements

6

Table of Contents


DOLBY LABORATORIES, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)

 
Dolby Laboratories, Inc.
 
 
 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income/(Loss)
Total Dolby
Laboratories,
Inc.
Controlling
Interest
Total
Balance at September 25, 2015
$
102

$
17,571

$
1,800,857

$
(11,462
)
$
1,807,068

$
8,939

$
1,816,007

Net income


161,927


161,927

396

162,323

Currency translation adjustments, net of tax of $476



(147
)
(147
)
(606
)
(753
)
Unrealized gains on investments, net of tax of $(26)



1,404

1,404


1,404

Distributions to controlling interest





(214
)
(214
)
Stock-based compensation expense

51,473



51,473


51,473

Repurchase of common stock
(2
)
(84,852
)


(84,854
)

(84,854
)
Cash dividends declared and paid on common stock


(36,256
)

(36,256
)

(36,256
)
Tax (deficiency) from employee stock plans

(724
)


(724
)

(724
)
Common stock issued under employee stock plans
2

44,066



44,068


44,068

Tax withholdings on vesting of restricted stock

(12,154
)


(12,154
)

(12,154
)
Balance at July 1, 2016
$
102

$
15,380

$
1,926,528

$
(10,205
)
$
1,931,805

$
8,515

$
1,940,320



 
Dolby Laboratories, Inc.
 
 
 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income/(Loss)
Total Dolby
Laboratories,
Inc.
Controlling
Interest
Total
Balance at September 26, 2014
$
103

$
46,415

$
1,660,485

$
3,014

$
1,710,017

$
21,631

$
1,731,648

Net income


134,837


134,837

1,488

136,325

Currency translation adjustments, net of tax of $641



(10,341
)
(10,341
)
(385
)
(10,726
)
Unrealized losses on investments, net of tax of $(165)



(64
)
(64
)

(64
)
Distributions to controlling interest





(5,628
)
(5,628
)
Stock-based compensation expense

50,822



50,822


50,822

Repurchase of common stock
(1
)
(47,955
)


(47,956
)

(47,956
)
Cash dividends declared and paid on common stock


(30,744
)

(30,744
)

(30,744
)
Tax benefit from employee stock plans

1,167



1,167


1,167

Common stock issued under employee stock plans
2

28,048



28,050


28,050

Tax withholdings on vesting of restricted stock

(12,918
)


(12,918
)

(12,918
)
Exercise of class B stock options

7



7


7

Balance at June 26, 2015
$
104

$
65,586

$
1,764,578

$
(7,391
)
$
1,822,877

$
17,106

$
1,839,983





















See accompanying notes to unaudited interim condensed consolidated financial statements

7

Table of Contents


DOLBY LABORATORIES, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Fiscal Year-To-Date Ended
 
July 1,
2016
June 26,
2015
Operating activities:
 
 
Net income including controlling interest
$
162,323

$
136,325

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
63,829

50,767

Stock-based compensation
51,473

50,822

Amortization of premium on investments
3,288

7,224

Excess tax benefit from exercise of stock options
(1,313
)
(2,532
)
Provision for doubtful accounts
1,133

(30
)
Deferred income taxes
(5,838
)
(15,088
)
Other non-cash items affecting net income
306

1,928

Changes in operating assets and liabilities:
 
 
Accounts receivable
8,798

(9,317
)
Inventories
(6,024
)
5,238

Prepaid expenses and other assets
(11,075
)
(6,179
)
Accounts payable and other liabilities
10,808

(18,909
)
Income taxes, net
(1,612
)
18,290

Deferred revenue
8,052

7,158

Other non-current liabilities
(193
)
420

Net cash provided by operating activities
283,955

226,117

 
 
 
Investing activities:
 
 
Purchase of investments
(247,680
)
(357,096
)
Proceeds from sales of investment securities
242,141

220,636

Proceeds from maturities of investment securities
77,668

117,545

Purchases of PP&E
(77,079
)
(119,769
)
Payments for business acquisitions, net of cash acquired

(93,516
)
Purchase of intangible assets
(118,770
)
(22,716
)
Change in restricted cash
(2,737
)
223

Net cash used in investing activities
(126,457
)
(254,693
)
 
 
 
Financing activities:
 
 
Proceeds from issuance of common stock
44,067

28,057

Repurchase of common stock
(84,854
)
(47,956
)
Payment of cash dividend
(36,256
)
(30,744
)
Distribution to controlling interest
(214
)
(5,628
)
Excess tax benefit from exercise of stock options
1,313

2,532

Shares repurchased for tax withholdings on vesting of restricted stock
(12,153
)
(12,918
)
Net cash used in financing activities
(88,097
)
(66,657
)
 
 
 
Effect of foreign exchange rate changes on cash and cash equivalents
(1,336
)
(2,371
)
Net increase/(decrease) in cash and cash equivalents
68,065

(97,604
)
Cash and cash equivalents at beginning of period
531,926

568,472

Cash and cash equivalents at end of period
$
599,991

$
470,868

 
 
 
Supplemental disclosure:
 
 
Cash paid for income taxes, net of refunds received
$
50,235

$
39,509

 
 
 
Non-cash investing and financing activities:
 
 
Change in PP&E purchased and unpaid at period-end
$
(13,911
)
$
29,839

Purchase consideration payable for acquisition
$
95

$
740





See accompanying notes to unaudited interim condensed consolidated financial statements

8

Table of Contents


DOLBY LABORATORIES, INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation
Unaudited Interim Condensed Consolidated Financial Statements
We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with U.S. GAAP, and with SEC rules and regulations, which allow for certain information and footnote disclosures that are normally included in annual financial statements prepared in accordance with GAAP to be condensed or omitted. In our opinion, these unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements for the fiscal year ended September 25, 2015 and include all adjustments necessary for fair presentation. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with our consolidated financial statements for the fiscal year ended September 25, 2015, which are included in our Annual Report on Form 10-K filed with the SEC.
The results for the fiscal quarter ended July 1, 2016 are not necessarily indicative of the results to be expected for any subsequent quarterly or annual financial period, including the fiscal year ending September 30, 2016.
Principles of Consolidation
The unaudited interim condensed consolidated financial statements include the accounts of Dolby Laboratories, Inc. and our wholly owned subsidiaries. In addition, we have consolidated the financial results of jointly owned affiliated companies in which our principal stockholder has a controlling interest. We report these controlling interests as a separate line in our consolidated statements of operations as net income attributable to controlling interest and in our consolidated balance sheets as a controlling interest. We eliminate all intercompany accounts and transactions upon consolidation.
Operating Segments
We operate as a single reporting segment, and thus all required financial segment information is included in our unaudited interim condensed consolidated financial statements. This determination reflects the fact that our CODM, our Chief Executive Officer, evaluates our financial information and resources, and assesses the performance of these resources on a consolidated basis.
Use of Estimates
The preparation of our financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the amounts reported and disclosed in our unaudited interim condensed consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include estimated selling prices for elements sold in ME revenue arrangements; valuation allowances for accounts receivable; carrying values of inventories and certain property, plant, and equipment, goodwill and intangible assets; fair values of investments; accrued liabilities including liabilities for unrecognized tax benefits, deferred income tax assets and liabilities and stock-based compensation. Actual results could differ from our estimates.
Fiscal Year
Our fiscal year is a 52 or 53 week period ending on the last Friday in September. The fiscal periods presented herein include the 13 and 40 week periods ended July 1, 2016 and the 13 and 39 week periods ended June 26, 2015. Our fiscal year ended September 25, 2015 (fiscal 2015) consisted of 52 weeks while our fiscal year ending September 30, 2016 (fiscal 2016) will consist of 53 weeks.
Reclassifications
We have reclassified certain prior period amounts within our consolidated financial statements and accompanying notes to conform to our current period presentation. These reclassifications did not affect total revenue, operating income, operating cash flows or net income.

9

Table of Contents



2. Summary of Significant Accounting Policies
We continually assess any ASUs or other new accounting pronouncements issued by the FASB to determine their applicability and impact on us. Where it is determined that a new accounting pronouncement will result in a change to our financial reporting, we take the appropriate steps to ensure that such changes are properly reflected in our consolidated financial statements or notes thereto.
Recently Issued Accounting Standards
Adopted Standards
Balance Sheet Classification - Deferred Taxes.  During the first quarter of fiscal 2016, we elected to early-adopt ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The new standard requires classification of all deferred tax assets and liabilities as non-current, which represents a change from our historical presentation whereby certain of our deferred tax assets and liabilities were classified as current, and the remainder were classified as non-current. We elected a transition method to apply the changes from the new standard on a retrospective basis, and upon adoption, reclassified $97.1 million of deferred tax assets from current assets to non-current assets on our consolidated balance sheet as of September 25, 2015.
With the exception of the impact from the adoption of ASU 2015-17 discussed above, there have not been any changes to our significant accounting policies from those that were described in our Form 10-K for the prior fiscal year ended September 25, 2015.
Standards Not Yet Effective
Revenue Recognition.  In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new standard will replace existing revenue recognition guidance in U.S. GAAP when it becomes effective, and may also impact the accounting for certain direct costs associated with revenues. The new standard permits the use of either the retrospective or cumulative effect transition method.
In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing, which clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard, ASU 2014-09. The effective date for this ASU coincides with the effective date for ASU 2014-09.
We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures, and have yet to select a transition method or determine the effect of the standard on our ongoing financial reporting. Although permitted, we do not intend to early-adopt the new standard, but we will adopt it beginning September 30, 2018.
Consolidation.  In February 2015, the FASB issued ASU No. 2015-02, Consolidation: Amendments to the Consolidation Analysis, which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP. Among others, the ASU significantly amends how variable interests held by a reporting entity’s related parties or de facto agents affect its consolidation conclusion. We will adopt the standard beginning October 1, 2016.
Inventory.  In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which affects reporting entities that measure inventory using first-in, first-out (FIFO) or average cost. Specifically, ASU 2015-11 requires that inventory be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The ASU is effective for us beginning September 30, 2017. Early adoption is permitted, and we are currently evaluating the timing and impact of the standard on our consolidated financial statements.
Leases.  In February 2016, the FASB issued ASU 2016-02, Leases, which amends the existing accounting standards for leases. Under the new guidance, a lessee will be required to recognize a lease liability and right-of-use asset for all leases with terms in excess of twelve months. The new guidance also modifies the classification criteria and accounting for sales-type and direct financing leases, and requires additional disclosures to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. Consistent

10

Table of Contents


with current guidance, a lessee's recognition, measurement, and presentation of expenses and cash flows arising from a lease will continue to depend primarily on its classification. The ASU is effective for us beginning September 28, 2019, and must be applied using a modified retrospective approach. Early adoption is permitted, including adoption in an interim period, and we are currently evaluating the timing and impact of the standard on our consolidated financial statements.
Share-Based Compensation.  In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory withholding requirements, as well as classification in the statement of cash flows. The ASU is effective for us beginning September 30, 2017. Early adoption is permitted, including adoption in an interim period, and we are currently evaluating the timing and impact of the standard on our consolidated financial statements.

3. Composition of Certain Financial Statement Captions
The following tables present detailed information from our consolidated balance sheets as of July 1, 2016 and September 25, 2015 (amounts displayed in thousands, except as otherwise noted).
Accounts Receivable
Accounts Receivable, Net
July 1,
2016
September 25,
2015
Trade accounts receivable
$
83,505

$
94,559

Accounts receivable from patent administration program customers
10,666

8,546

Accounts receivable, gross
94,171

103,105

Less: allowance for doubtful accounts
(2,534
)
(1,542
)
Total
$
91,637

$
101,563

Inventories
Inventories
July 1,
2016
September 25,
2015
Raw materials
$
4,849

$
3,246

Work in process
5,696

3,279

Finished goods
7,999

7,347

Total
$
18,544

$
13,872


Inventories are stated at the lower of cost or market. Inventory with a consumption period expected to exceed twelve months is recorded within other non-current assets in our consolidated balance sheets. In addition to the amounts shown in the table above, we have included $1.6 million and $1.4 million of raw materials inventory within other non-current assets in our consolidated balance sheets as of July 1, 2016 and September 25, 2015, respectively. Based on anticipated inventory consumption rates, and aside from existing write-downs due to excess and obsolete inventory, we do not believe that material risk of obsolescence exists prior to ultimate sale.
Prepaid Expenses And Other Current Assets
Prepaid Expenses And Other Current Assets
July 1,
2016
September 25,
2015
Prepaid expenses
$
17,860

$
13,680

Other current assets
8,859

7,525

Income tax receivable
10,587

10,826

Total
$
37,306

$
32,031

Accrued Liabilities
Accrued Liabilities
July 1,
2016
September 25,
2015
Accrued royalties
$
2,100

$
1,951

Amounts payable to patent administration program partners
56,706

40,466

Accrued compensation and benefits
62,407

70,317

Accrued professional fees
6,169

6,523

Other accrued liabilities
47,191

50,050

Total
$
174,573

$
169,307


11

Table of Contents


Other accrued liabilities include the accrual for unpaid PP&E additions of $9.1 million and $20.5 million as of July 1, 2016 and September 25, 2015, respectively.
Other Non-Current Liabilities
Other Non-Current Liabilities
July 1,
2016
September 25,
2015
Supplemental retirement plan obligations
$
2,576

$
2,400

Non-current tax liabilities
62,305

62,843

Other liabilities
11,172

11,781

Total
$
76,053

$
77,024


4. Investments & Fair Value Measurements
We use cash holdings to purchase investment grade securities diversified among security types, industries and issuers. All investments are measured at fair value, and are recorded within cash equivalents and both short-term and long-term investments in our consolidated balance sheets. With the exception of our mutual fund investments held in our SERP and classified as trading securities, all of our investments are classified as available-for-sale securities.
Our investments primarily consist of municipal debt securities, corporate bonds, U.S. agency securities and commercial paper. In addition, our cash and cash equivalents also consist of highly-liquid money market funds. Consistent with our investment policy, none of our held municipal debt investments are supported by letters of credit or standby purchase agreements. Our cash and investment portfolio consists of the following (in thousands):
 
July 1, 2016
 
Cost
Unrealized
 
 
Estimated Fair Value
 
Gains
Losses
Total
 
Level 1
Level 2
Level 3
Cash and cash equivalents:
 
 
 
 
 
 
 
 
Cash
$
534,912

 
 
$
534,912

 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
 
Money market funds
65,004



65,004

 
65,004

 
 
Corporate bonds
75



75

 
 
75

 
Cash and cash equivalents
599,991



599,991


65,004

75


 
 
 
 
 
 
 
 
 
Short-term investments:
 
 
 
 
 
 
 
 
Certificate of deposit (1)
9,950


(1
)
9,949

 
 
9,949

 
Government bonds
2,999

4


3,003

 
3,003

 
 
Commercial paper
8,467

2


8,469

 
 
8,469

 
Corporate bonds
74,354

39

(6
)
74,387

 
 
74,387

 
Municipal debt securities
22,972

9

(11
)
22,970

 
 
22,970

 
Short-term investments
118,742

54

(18
)
118,778


3,003

115,775


 
 
 
 
 
 
 
 
 
Long-term investments:
 
 
 
 
 
 
 
 
Certificate of deposit (1)
4,500



4,500

 
 
4,500

 
U.S. agency securities
10,041

31


10,072

 
10,072

 
 
Government bonds
13,478

129


13,607

 
13,607

 
 
Corporate bonds
200,704

1,253

(47
)
201,910

 
 
201,910

 
Municipal debt securities
32,535

220


32,755

 
 
32,755

 
Other long-term investments (2)
3,231

356


3,587

 
356

 


Long-term investments
264,489

1,989

(47
)
266,431


24,035

239,165


 
 
 
 
 
 
 
 
 
Total cash, cash equivalents, and investments
$
983,222

$
2,043

$
(65
)
$
985,200

 
$
92,042

$
355,015

$

 
 
 
 
 
 
 
 
 
Investments held in supplemental retirement plan:
 
 
 
 
 
 
 
 
Assets
2,563

 
 
2,563

 
2,563

 
 
Included in prepaid expenses and other current assets & other non-current assets
 
 
 
 
 
Liabilities
2,563

 
 
2,563

 
2,563

 
 
Included in accrued liabilities & other non-current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration related to acquisition:
 
 
 
 
 
 
 
 
Liabilities
95

 
 
95

 


 
95

Included in accrued liabilities
 
 
 
 
 
(1)
Certificates of deposit include marketable securities, while those with a maturity in excess of one year as of July 1, 2016 classified within long-term investments.
(2)
Other long-term investments as of July 1, 2016 include a marketable equity security of $0.4 million, and other investments that are not carried at fair value including an equity method investment of $0.7 million and two cost method investments of $2.0 million and $0.5 million.

12

Table of Contents


 
September 25, 2015
 
Cost
Unrealized
 
 
Estimated Fair Value
 
Gains
Losses
Total
 
Level 1
Level 2
Level 3
Cash and cash equivalents:
 
 
 
 
 
 
 
 
Cash
$
511,736

 
 
$
511,736

 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
 
Money market funds
19,014



19,014

 
19,014

 
 
Corporate bonds
1,176



1,176

 
 
1,176

 
Cash and cash equivalents
531,926



531,926

 
19,014

1,176


 
 
 
 
 
 
 
 
 
Short-term investments:
 
 
 
 
 
 
 
 
Government bonds
2,000

1


2,001

 
2,001

 
 
Commercial paper
6,478



6,478

 
 
6,478

 
Corporate bonds
86,543

46

(11
)
86,578

 
 
86,578

 
Municipal debt securities
43,746

98


43,844

 
 
43,844

 
Short-term investments
138,767

145

(11
)
138,901

 
2,001

136,900


 
 
 
 
 
 
 
 
 
Long-term investments:
 
 
 
 
 
 
 
 
U.S. agency securities
1,999

1


2,000

 
2,000

 
 
Government bonds
30,505

19

(17
)
30,507

 
30,507

 
 
Corporate bonds
167,394

138

(392
)
167,140

 
 
167,140

 
Municipal debt securities
117,552

189

(60
)
117,681

 
 
117,681

 
Other long-term investments (1)
2,961

726


3,687

 
726

 
 
Long-term investments
320,411

1,073

(469
)
321,015

 
33,233

284,821


 
 
 
 
 
 
 
 
 
Total cash, cash equivalents, and investments
$
991,104

$
1,218

$
(480
)
$
991,842

 
$
54,248

$
422,897

$

 
 
 
 
 
 
 
 
 
Investments held in supplemental retirement plan:
 
 
 
 
 
 
 
Assets
2,498

 
 
2,498

 
2,498

 
 
Included in prepaid expenses and other current assets & other non-current assets
 
 
 
 
 
Liabilities
2,498

 
 
2,498

 
2,498

 
 
Included in accrued liabilities & other non-current liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration related to acquisition:
 
 
 
 
 
 
 
 
Liabilities
95

 
 
95

 
 
 
95

Included in accrued liabilities
 
 
 
 
 
(1)
Other long-term investments as of September 25, 2015 include a marketable equity security of $0.7 million, and other investments that are not carried at fair value including an equity method investment of $0.5 million and two cost method investments of $2.0 million and $0.5 million.
Fair Value Hierarchy.    Fair value is the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. We minimize the use of unobservable inputs and use observable market data, if available, when determining fair value. We classify our inputs to measure fair value using the following three-level hierarchy:
Level 1: Quoted prices in active markets at the measurement date for identical assets and liabilities. We base the fair value of our Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.
Level 2: Prices may be based upon quoted prices in active markets or inputs not quoted on active markets but are corroborated by market data. We obtain the fair value of our Level 2 financial instruments from a professional pricing service, which may use quoted market prices for identical or comparable instruments, or model driven valuations using observable market data or inputs corroborated by observable market data. To validate the fair value determination provided by our primary pricing service, we perform quality controls over values received which include comparing our pricing service provider’s assessment of the fair values of our investment securities against the fair values of our investment securities obtained from another independent source, reviewing the pricing movement in the context of overall market trends, and reviewing trading information from our investment managers. In addition, we assess the inputs and methods used in determining the fair value in order to determine the classification of securities in the fair value hierarchy.
Level 3: Unobservable inputs are used when little or no market data is available and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

13

Table of Contents


Securities In Gross Unrealized Loss Position.    We periodically evaluate our investments for other-than- temporary declines in fair value. The unrealized losses on our available-for-sale securities were primarily the result of unfavorable changes in interest rates subsequent to the initial purchase of these securities. The following table presents the gross unrealized losses and fair value for those available-for-sale securities that were in an unrealized loss position as of July 1, 2016 and September 25, 2015 (in thousands):
 
July 1, 2016
 
September 25, 2015
 
Less Than 12 Months
12 Months Or Greater
 
Less Than 12 Months (1)
Investment Type
Fair Value
Gross Unrealized Losses
Fair Value
Gross Unrealized Losses
 
Fair Value
Gross Unrealized Losses
Certificate of deposit
$
8,500

$
(1
)
$

$

 
$

$

U.S. agency securities




 
19,005

(17
)
Corporate bonds
41,844

(38
)
7,999

(15
)
 
148,034

(403
)
Municipal debt securities
8,261

(9
)
998

(2
)
 
35,476

(60
)
Total
$
58,605

$
(48
)
$
8,997

$
(17
)
 
$
202,515

$
(480
)
(1) As of September 25, 2015, no available-for-sale securities were in an unrealized loss position for 12 months or greater.
Although we had certain securities that were in an unrealized loss position as of July 1, 2016, we expect to recover the full carrying value of these securities as we do not intend to, nor do we currently anticipate a need to sell these securities prior to recovering the associated unrealized losses. As a result, we do not consider any portion of the unrealized losses at either July 1, 2016 or September 25, 2015 to represent an other-than-temporary impairment, nor do we consider any of the unrealized losses to be credit losses.
Investment Maturities.    The following table summarizes the amortized cost and estimated fair value of the available-for-sale securities within our investment portfolio based on stated maturities as of July 1, 2016 and September 25, 2015, which are recorded within cash equivalents and both short and long-term investments in our consolidated balance sheets (in thousands):
 
July 1, 2016
 
September 25, 2015
Range of maturity
Amortized Cost
Fair Value
 
Amortized Cost
Fair Value
Due within 1 year
$
183,339

$
183,375

 
$
158,957

$
159,090

Due in 1 to 2 years
185,070

185,835

 
173,571

173,577

Due in 2 to 3 years
76,689

77,508

 
143,879

143,752

Total
$
445,098

$
446,718

 
$
476,407

$
476,419


5. Property, Plant & Equipment
Property, plant and equipment are recorded at cost, with depreciation expense included in cost of products, cost of services, R&D, S&M and G&A expenses in our consolidated statements of operations. PP&E consist of the following (in thousands):
Property, Plant And Equipment
July 1,
2016
 
September 25,
2015
Land
$
43,373

 
$
43,537

Buildings and building improvements
269,838

 
248,390

Leasehold improvements
63,173

 
61,455

Machinery and equipment
88,059

 
70,143

Computer equipment and software
150,720

 
136,666

Furniture and fixtures
28,211

 
25,489

Equipment provided under operating leases
24,945

 
7,638

Construction-in-progress
5,149

 
11,448

Property, plant and equipment, gross
673,468

 
604,766

Less: accumulated depreciation
(245,243
)
 
(201,675
)
Property, plant and equipment, net
$
428,225

 
$
403,091


14

Table of Contents



6. Goodwill & Intangible Assets
Goodwill
The following table outlines changes to the carrying amount of goodwill (in thousands):
 
Goodwill
Balance at September 25, 2015
$
307,708

Translation adjustments
1,312

Balance at July 1, 2016
$
309,020

Intangible Assets
Our intangible assets are stated at their original cost less accumulated amortization, and principally consist of acquired technology, patents, trademarks, customer relationships and contracts. Intangible assets subject to amortization consist of the following (in thousands):
 
July 1, 2016
 
September 25, 2015
Intangible Assets, Net
Cost
Accumulated
Amortization
Net
 
Cost
Accumulated
Amortization
Net
Acquired patents and technology
$
292,971

$
(94,777
)
$
198,194

 
$
172,787

$
(74,398
)
$
98,389

Customer relationships
56,818

(32,681
)
24,137

 
56,933

(28,275
)
28,658

Other intangibles
22,712

(22,175
)
537

 
22,564

(22,104
)
460

Total
$
372,501

$
(149,633
)
$
222,868

 
$
252,284

$
(124,777
)
$
127,507

During both the fiscal year-to-date period ended July 1, 2016 and June 26, 2015, we purchased various patents and developed technologies that enable us to further develop our audio, imaging and potential product offerings.
Patent Portfolio Acquisition.    On September 30, 2015, we completed an asset purchase of a patent portfolio that fits within our existing patent licensing programs for consideration of $105.0 million. These assets are categorized within the "Acquired patents and technology" intangible asset class, and will be amortized over their weighted-average useful life of 9.0 years.
Other.    During the first quarter of fiscal 2016, we also acquired other intangible assets for consideration of $0.3 million, which will be amortized over their weighted-average useful life of 18.0 years. During the third quarter of fiscal 2016, we also acquired other intangible assets for consideration of $15.0 million, which will be amortized over their weighted-average useful life of 18.0 years.
With regard to our purchase of intangible assets during the periods presented, the following table summarizes the consideration paid, the weighted-average useful lives over which the acquired assets will be amortized using the greater of either the straight-line basis or a ratio-to-revenue method, and the classification of their amortized expense in our consolidated statements of operations:
Fiscal Period
Total Purchase Consideration (1)
Weighted-Average Useful Life
 
(in millions)
(in years)
Fiscal 2015
 
 
Q1 - Quarter ended December 26, 2014
$6.4
18.0
Q2 - Quarter ended March 27, 2015
0
Q3 - Quarter ended June 26, 2015
16.3
7.0
 
$22.7
10.1
 
 
 
Fiscal 2016
 
 
Q1 - Quarter ended January 1, 2016
$105.3
9.0
Q2 - Quarter ended April 1, 2016
0
Q3 - Quarter ended July 1, 2016
$15.0
18.0
 
$120.3
10.1
(1) Amortization expense on the intangible assets from patent portfolio acquisitions is included within cost of revenue in our consolidated statements of operations.

15

Table of Contents


Amortization expense for our intangible assets is included in cost of licensing, cost of products, R&D and S&M expenses in our consolidated statements of operations. Amortization expense was $8.2 million and $5.0 million in the third quarter of fiscal 2016 and 2015, respectively, and $24.9 million and $16.0 million in the fiscal year-to-date period ended July 1, 2016 and June 26, 2015, respectively. As of July 1, 2016, estimated amortization expense in future fiscal periods was as follows (in thousands):
Fiscal Year
 Amortization Expense
Remainder of 2016
$
8,256

2017
30,471

2018
25,062

2019
24,479

2020
24,253

Thereafter
110,347

Total
$
222,868

 
7. Stockholders' Equity & Stock-Based Compensation
We provide stock-based awards as a form of compensation for employees, officers and directors. We have issued stock-based awards in the form of stock options and RSUs under our equity incentive plans, as well as shares under our ESPP.
Common Stock - Class A and Class B
Our Board of Directors has authorized two classes of common stock, Class A and Class B. At July 1, 2016, we had authorized 500,000,000 Class A shares and 500,000,000 Class B shares. At July 1, 2016, we had 54,978,917 shares of Class A common stock and 45,888,962 shares of Class B common stock issued and outstanding. Holders of our Class A and Class B common stock have identical rights, except that holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to ten votes per share. Shares of Class B common stock can be converted to shares of Class A common stock at any time at the option of the stockholder and automatically convert upon sale or transfer, except for certain transfers specified in our amended and restated certificate of incorporation.
Stock Incentive Plans
2005 Stock Plan.    In January 2005, our stockholders approved our 2005 Stock Plan, which our Board of Directors adopted in November 2004. The 2005 Stock Plan became effective on February 16, 2005, the day prior to the completion of our initial public offering. Our 2005 Stock Plan, as amended and restated, provides for the ability to grant ISOs, NQs, restricted stock, RSUs, SARs, deferred stock units, performance units, performance bonus awards and performance shares. A total of 29.0 million shares of our Class A common stock is authorized for issuance under the 2005 Stock Plan. For awards granted prior to February 2011, any shares subject to an award with a per share price less than the fair market value of our Class A common stock on the date of grant and any shares subject to an outstanding RSU award will be counted against the authorized share reserve as two shares for every one share subject to the award, and if returned to the 2005 Stock Plan, such shares will be counted as two shares for every one share returned. For those awards granted from February 2011 onward, any shares subject to an award with a per share price less than the fair market value of our Class A common stock on the date of grant and any shares subject to an outstanding RSU award will be counted against the authorized share reserve as 1.6 shares for every one share subject to the award, and if returned to the 2005 Stock Plan, such shares will be counted as 1.6 for every one share returned.
Stock Options.    Stock options are generally granted at fair market value on the date of grant. Options granted to employees and officers prior to June 2008 generally vest over four years, with equal annual cliff-vesting and expire on the earlier of 10 years after the date of grant or 3 months after termination of service. Options granted to employees and officers from June 2008 onward generally vest over four years, with 25% of the shares subject to the option becoming exercisable on the one-year anniversary of the date of grant and the balance of the shares vesting in equal monthly installments over the following 36 months. These options expire on the earlier of 10 years after the date of grant or 3 months after termination of service. All options granted vest over the requisite service period and upon the exercise of stock options, we issue new shares of Class A common stock under the 2005 Stock Plan. Our 2005 Stock Plan also allows us to grant stock awards which vest based on the satisfaction of specific performance criteria.
Performance-Based Stock Options.    On December 15, 2015, we granted 419,623 PSOs to our executive officers with shares of our Class A common stock underlying such options. The contractual term for the PSOs is seven

16

Table of Contents


years, with vesting contingent upon market-based performance conditions, representing the achievement of specified Dolby annualized TSR targets at the end of a three-year measurement period ending December 15, 2018. If the minimum conditions are met, the PSOs earned will cliff vest on the third anniversary of the grant date, upon certification of achievement of the performance conditions by our Compensation Committee. Anywhere from 0% to 125% of the shares subject to a PSO may vest based on achievement of the performance conditions at the end of the three-year performance period.
In valuing the PSOs which will be recognized as compensation cost, we used a Monte Carlo valuation model. Aside from the use of an expected term for the PSOs commensurate with their shorter contractual term, the nature of the valuation inputs used in the Monte Carlo valuation model were consistent with those used to value our non-performance based options granted under the 2005 Plan. Compensation cost is being amortized on a straight-line basis over the requisite service period.
The following table summarizes information about all stock options issued under our 2005 Stock Plan:
 
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual Life
Aggregate
Intrinsic
Value (1)
 
(in thousands)
 
(in years)
(in thousands)
Options outstanding at September 25, 2015
8,835

$
35.85

 
 
Grants
2,203

33.30

 
 
Exercises
(1,102
)
31.18

 
 
Forfeitures and cancellations
(483
)
36.25

 
 
Options outstanding at July 1, 2016
9,453

35.72

7.2
$
114,121

Options vested and expected to vest at July 1, 2016
8,922

35.69

7.1
106,896

Options exercisable at July 1, 2016
4,986

$
34.54

6.0
64,591

(1)
Aggregate intrinsic value is based on the closing price of our Class A common stock on July 1, 2016 of $47.64 and excludes the impact of options that were not in-the-money.
Restricted Stock Units.    Beginning in fiscal 2008, we began granting RSUs to certain directors, officers and employees under our 2005 Stock Plan. Awards granted to employees and officers generally vest over four years, with equal annual cliff-vesting. Awards granted to directors prior to November 2010 generally vest over three years, with equal annual cliff-vesting. Awards granted after November 2010 and prior to fiscal 2014 to new directors vest over approximately two years, with 50% vesting per year, while awards granted from November 2010 onward to ongoing directors generally vest over approximately one year. Awards granted to new directors from fiscal 2014 onward vest on the earlier of the first anniversary of the award’s date of grant, or the day immediately preceding the date of the next annual meeting of stockholders that occurs after the award’s date of grant. Our 2005 Stock Plan also allows us to grant RSUs that vest based on the satisfaction of specific performance criteria, although no such awards had been granted as of July 1, 2016. At each vesting date, the holder of the award is issued shares of our Class A common stock. Compensation expense from these awards is equal to the fair market value of our Class A common stock on the date of grant and is recognized on a straight-line basis over the requisite service period.
The following table summarizes information about RSUs issued under our 2005 Stock Plan:
 
Shares
Weighted-Average
Grant Date
Fair Value 
 
(in thousands)
 
Non-vested at September 25, 2015
2,830

$
40.73

Granted
1,334

34.23

Vested
(1,043
)
36.74

Forfeitures
(165
)
38.21

Non-vested at July 1, 2016
2,956

$
39.35

Employee Stock Purchase Plan.   Our plan allows eligible employees to have up to 10 percent of their eligible compensation withheld and used to purchase Class A common stock, subject to a maximum of $25,000 worth of stock purchased in a calendar year or no more than 1,000 shares in an offering period, whichever is less. An offering period consists of successive six-month purchase periods, with a look back feature to our stock price at the commencement of a one-year offering period. The plan provides for a discount equal to 15 percent of the lower of the closing price of our Class A common stock on the New York Stock Exchange on the first and last day of the offering periods. The plan also includes an automatic reset feature that provides for an offering period to be reset and recommenced to a new

17

Table of Contents


lower-priced offering if the offering price of a new offering period is less than that of the immediately preceding offering period.
Stock Option Valuation Assumptions
We use the Black-Scholes option pricing model to determine the estimated fair value of employee stock options at the date of the grant. The Black-Scholes model includes inputs that require us to make certain estimates and assumptions regarding the expected term of the award, as well as the future risk-free interest rate, and the volatility of our stock price over the expected term of the award.
Expected Term.    The expected term of an award represents the estimated period of time that options granted will remain outstanding, and is measured from the grant date to the date at which the option is either exercised or canceled. Our determination of the expected term involves an evaluation of historical terms and other factors such as the exercise and termination patterns of our employees who hold options to acquire our Class A common stock, and is based on certain assumptions made regarding the future exercise and termination behavior.
Risk-Free Interest Rate.    The risk-free interest rate is based on the yield curve of United States Treasury instruments in effect on the date of grant. In determining an estimate for the risk-free interest rate, we use average interest rates based on these instruments’ constant maturities with a term that approximates and corresponds with the expected term of our awards.
Expected Stock Price Volatility.    The expected volatility represents the estimated volatility in the price of our Class A common stock over a time period that approximates the expected term of the awards, and is determined using a blended combination of historical and implied volatility. Historical volatility is representative of the historical trends in our stock price for periods preceding the measurement date for a period that is commensurate with the expected term. Implied volatility is based upon externally traded option contracts of our Class A common stock.
Dividend Yield.    The dividend yield is based on our anticipated dividend payout over the expected term of our option awards. Dividend declarations and the establishment of future record and payment dates are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of our stockholders. The dividend policy may be changed or canceled at the discretion of the Board of Directors at any time.
The weighted-average assumptions used in the determination of the fair value of our stock options were as follows:
 
Fiscal Quarter Ended
 
Fiscal Year-To-Date Ended
 
July 1,
2016
June 26,
2015
 
July 1,
2016
June 26,
2015
Expected term (in years)
5.24

5.21

 
5.24

4.79

Risk-free interest rate
1.2
%
1.5
%
 
1.7
%
1.5
%
Expected stock price volatility
30.1
%
29.0
%
 
29.8
%
29.7
%
Dividend yield
1.1
%
1.0
%
 
1.4
%
0.9
%
Stock-Based Compensation Expense
Stock-based compensation expense for equity awards granted to employees is determined by estimating their fair value on the date of grant, and recognizing that value as an expense on a straight-line basis over the requisite service period in which our employees earn the awards. Compensation expense related to these equity awards is recognized net of estimated forfeitures, which reduce the expense recorded in the consolidated statements of operations. The selection of applicable estimated forfeiture rates is based on an evaluation of trends in our historical forfeiture data with consideration for other potential driving factors. If in subsequent periods actual forfeitures significantly differ from our initial estimates, we will revise such estimates accordingly.
The following two tables separately present stock-based compensation expense both by award type and classification in our consolidated statements of operations (in thousands):

18

Table of Contents


Expense - By Award Type
 
Fiscal Quarter Ended
 
Fiscal Year-To-Date Ended
 
July 1,
2016
June 26,
2015
 
July 1,
2016
June 26,
2015
Compensation Expense - By Type
 
 
 
 
 
Stock options
$
4,980

$
5,501

 
$
16,344

$
17,513

Restricted stock units
10,080

10,005

 
32,423

30,297

Employee stock purchase plan
947

807

 
2,706

3,012

Total stock-based compensation
16,007

16,313

 
51,473

50,822

Benefit from income taxes
(4,655
)
(4,774
)
 
(15,067
)
(14,815
)
Total stock-based compensation, net of tax
$
11,352

$
11,539

 
$
36,406

$
36,007


Expense - By Income Statement Line Item Classification
 
Fiscal Quarter Ended
 
Fiscal Year-To-Date Ended
 
July 1,
2016
June 26,
2015
 
July 1,
2016
June 26,
2015
Compensation Expense - By Classification
 
 
 
 
Cost of products
$
220

$
241

 
$
719

$
711

Cost of services
113

111

 
356

348

Research and development
4,243

4,261

 
13,618

14,473

Sales and marketing
6,451

6,405

 
20,602

17,890

General and administrative
4,980

5,295

 
16,178

17,400

Total stock-based compensation
16,007

16,313

 
51,473

50,822

Benefit from income taxes
(4,655
)
(4,774
)
 
(15,067
)
(14,815
)
Total stock-based compensation, net of tax
$
11,352

$
11,539

 
$
36,406

$
36,007

The tax benefit that we recognize from certain exercises of ISOs and shares issued under our ESPP are excluded from the tables above. This benefit was as follows (in thousands):
 
Fiscal Quarter Ended
 
Fiscal Year-To-Date Ended
 
July 1,
2016
June 26,
2015
 
July 1,
2016
June 26,
2015
Tax benefit - stock option exercises & shares issued under ESPP
$
358

$
121

 
$
481

$
308

Unrecognized Compensation Expense.    At July 1, 2016, total unrecorded compensation expense associated with employee stock options expected to vest was approximately $37.2 million, which is expected to be recognized over a weighted-average period of 2.4 years. At July 1, 2016, total unrecorded compensation expense associated with RSUs expected to vest was approximately $77.7 million, which is expected to be recognized over a weighted-average period of 2.6 years.
Common Stock Repurchase Program
In November 2009, we announced a stock repurchase program ("program"), providing for the repurchase of up to $250.0 million of our Class A common stock. The following table summarizes the initial amount of authorized repurchases as well as additional repurchases approved by our Board of Directors as of July 1, 2016 (in thousands):
Authorization Period
Authorization Amount
Fiscal 2010: November 2009
$
250,000

Fiscal 2010: July 2010
300,000

Fiscal 2011: July 2011
250,000

Fiscal 2012: February 2012
100,000

Fiscal 2015: October 2014
200,000

Total
$
1,100,000


19

Table of Contents


Stock repurchases under the program may be made through open market transactions, negotiated purchases, or otherwise, at times and in amounts that we consider appropriate. The timing of repurchases and the number of shares repurchased depend upon a variety of factors, including price, regulatory requirements, the rate of dilution from our equity compensation plans and other market conditions. The program does not have a specified expiration date, and can be limited, suspended or terminated at our discretion at any time without prior notice. Shares repurchased under the program will be returned to the status of authorized but unissued shares of Class A common stock. As of July 1, 2016, the remaining authorization to purchase additional shares is approximately $67.9 million.
The following table provides information regarding share repurchase activity under the program during fiscal 2016:
Quarterly Repurchase Activity
Shares
Repurchased
Cost (1)
Average Price Paid Per Share (2)
 
 
(in thousands)
 
Q1 - Quarter ended January 1, 2016
1,140,700

$
39,449

$
34.57

Q2 - Quarter ended April 1, 2016
975,745

37,407

38.32

Q3 - Quarter ended July 1, 2016
176,854

7,998

45.22

Total
2,293,299

$
84,854

 
(1)
Cost of share repurchases includes the price paid per share and applicable commissions.
(2)
Average price paid per share excludes commission costs.
Dividend
In October 2014, our Board of Directors initiated a recurring quarterly dividend program for our stockholders. The following table summarizes the dividend payments made under the program during fiscal 2016:
Fiscal Period
Declaration Date
Record Date
Payment Date
Cash Dividend Per Common Share
Dividend Payment
 
Fiscal 2016
 
 
 
 
 
 
Q1 - Quarter ended January 1, 2016
January 25, 2016
February 8, 2016
February 17, 2016
$
0.12

$12.1 million
 
Q2 - Quarter ended April 1, 2016
April 25, 2016
May 9, 2016
May 18, 2016
$
0.12

$12.0 million
 
Q3 - Quarter ended July 1, 2016
July 25, 2016
August 8, 2016
August 17, 2016
$
0.12

$12.1 million
(1)
(1)
The amount of the dividend payment is estimated based on the number of shares of our Class A and Class B common stock that we estimate will be outstanding as of the Record Date.

8. Accumulated Other Comprehensive Income
Other comprehensive income consists of two components: unrealized gains or losses on our available-for-sale marketable investment securities and the gain or loss from foreign currency translation adjustments. Until realized and reported as a component of net income, these comprehensive income items accumulate and are included within accumulated other comprehensive income, a subsection within stockholders’ equity in our consolidated balance sheet. Unrealized gains and losses on our investment securities are reclassified from AOCI into earnings when realized upon sale, and are determined based on specific identification of securities sold. Gains and losses from the translation of assets and liabilities denominated in non-U.S. dollar functional currencies are included in AOCI.

20

Table of Contents


The following table summarizes the changes in the accumulated balances during the period, and includes information regarding the manner in which the reclassifications out of AOCI into earnings affect our consolidated statements of operations (in thousands):
 
Fiscal Quarter Ended
July 1, 2016
 
Fiscal Year-To-Date Ended
July 1, 2016
 
Investment Securities
Currency Translation Adjustments
Total
 
Investment Securities
Currency Translation Adjustments
Total
Balance, beginning of period
$
1,053

$
(9,395
)
$
(8,342
)
 
$
350

$
(11,812
)
$
(11,462
)
Other comprehensive income/(loss) before reclassifications:
 
 
 
 
 
 
 
Unrealized gains - investment securities
695



695

 
937



937

Foreign currency translation (losses) (1)


(2,852
)
(2,852
)
 


(623
)
(623
)
Income tax effect - benefit/(expense)
(6
)
288

282

 
99

476

575

Net of tax
689

(2,564
)
(1,875
)
 
1,036

(147
)
889

Amounts reclassified from AOCI into earnings:






 






Realized gains - investment securities (1)
15



15

 
493



493

Income tax effect - (expense) (2)
(3
)


(3
)
 
(125
)


(125
)
Net of tax
12


12

 
368


368

Net current-period other comprehensive income
701

(2,564
)
(1,863
)
 
1,404

(147
)
1,257

Balance, end of period
$
1,754

$
(11,959
)
$
(10,205
)
 
$
1,754

$
(11,959
)
$
(10,205
)
 
Fiscal Quarter Ended
June 26, 2015
 
Fiscal Year-To-Date Ended
June 26, 2015
 
Investment Securities
Currency Translation Adjustments
Total
 
Investment Securities
Currency Translation Adjustments
Total
Balance, beginning of period
$
1,170

$
(8,702
)
$
(7,532
)
 
$
505

$
2,509

$
3,014

Other comprehensive income/(loss) before reclassifications:
 
 
 
 
 
 
 
Unrealized gains/(losses) - investment securities
(787
)
 
(787
)
 
382

 
382

Foreign currency translation gains/(losses) (1)
 
1,058

1,058

 
 
(10,982
)
(10,982
)
Income tax effect - benefit/(expense)
162

(188
)
(26
)
 
(165
)
641

476

Net of tax
(625
)
870

245

 
217

(10,341
)
(10,124
)
Amounts reclassified from AOCI into earnings:
 
 
 
 
 
 
 
Realized (losses) - investment securities (1)
(138
)
 
(138
)
 
(342
)
 
(342
)
Income tax effect - benefit (2)
34

 
34

 
61

 
61

Net of tax
(104
)

(104
)
 
(281
)

(281
)
Net current-period other comprehensive income/(loss)
(729
)
870

141