D O L B Y L A B O R A T O R I E S , I N C .

F O R M 1 0 - K















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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K


For the Fiscal Year Ended September 30, 2011
OR

For the Transition Period From To
Commission File Number: 001-32431
DOLBY LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

(415) 558-0200
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:
Class B common stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 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
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the voting common equity held by non-affiliates of the registrant as of April 1, 2011 was $2.1 billion. This calculation excludes the shares of Class A and Class B
common stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the combined shares of Class A and Class B common stock outstanding at April 1, 2011. This
calculation does not reflect a determination that such persons are affiliates for any other purposes.
On November 9, 2011 the registrant had 51,438,773 shares of Class A common stock and 57,297,554 shares of Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the registrants 2012 Annual Meeting of Stockholders,
to be filed subsequent to the date hereof, are incorporated by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not
later than 120 days after the conclusion of the registrants fiscal year ended September 30, 2011. Except with respect to information specifically incorporated by reference in this Form 10-K, the
Definitive Proxy Statement is not deemed to be filed as part of this Form 10-K.





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Delaware 90-0199783
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
100 Potrero Avenue
San Francisco, CA 94103-4813
(Address of principal executive offices) ( Zip Code)
Title of each class Name of each exchange on which registered
Class A common stock, $0.001 par value The New York Stock Exchange
Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
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DOLBY LABORATORIES, INC.
FORM 10-K
TABLE OF CONTENTS

PART I
Item1 Business 1
Item1A Risk Factors 16
Item1B Unresolved Staff Comments 36
Item 2 Properties 36
Item 3 Legal Proceedings 36
Item 4 (Removed and Reserved) 36
PART II
Item 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37
Item 6 Selected Financial Data 40
Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations 41
Item 7A Quantitative and Qualitative Disclosures About Market Risk 57
Item 8 Financial Statements and Supplementary Data 58
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 96
Item 9A Controls and Procedures 96
Item 9B Other Information 97
PART III
Item 10 Directors, Executive Officers and Corporate Governance 98
Item 11 Executive Compensation 99
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 99
Item 13 Certain Relationships and Related Transactions, and Director Independence 99
Item 14 Principal Accounting Fees and Services 99
PART IV
Item 15 Exhibits, Financial Statement Schedules 100
Signatures 101
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Forward Looking Statements
This Annual Report on Form 10-K contains forward-looking statements including, but not limited to statements regarding: operating results and underlying measures; demand and
acceptance for our technologies and products; market growth opportunities and trends; our plans, strategies and expected opportunities; and future competition. Use of words such as may, will,
should, expect, plan, anticipate, believe, estimate, predict, potential, continue or similar expressions indicates a forward-looking statement. Such forward-looking statements
are based on managements reasonable current assumptions and expectations. Actual results may differ materially from those discussed in these forward-looking statements due to a number of
factors, including the risks set forth in Item 1A, Risk Factors. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements to conform our prior statements to actual results.
PART I
ITEM 1. BUSINESS
Overview
Dolby Laboratories has partnered with the entertainment industry for more than 45 years. We provide the products, services, and technologies used to capture and render a superior experience
for consumers of entertainment content, regardless of how or where that content is enjoyed. To achieve this we leverage our core competencies, from expertise in signal processing and compression
technology, to our ability to develop and deliver compatible tools and technologies for each stage of the content creation, distribution, and playback process. Specifically, we provide products and
services to help content creators encode in our premium formats, deliver the products, tools, and technologies for distributors to support these formats, and license decoding technologies to the
manufacturers of entertainment devices to ensure that content is ultimately experienced as the creator and distributor intended.
Over the years we have introduced innovations that have significantly improved audio entertainment, such as noise reduction for the recording and cinema industries and surround sound for
cinema and home entertainment. Today we derive the vast majority of our revenue from our audio technologies.
Looking forward, we see a number of industry trends that create opportunities for the future growth of our audio business, including the ongoing global transition from analog to digital
television and the increasing use of portable devices, such as tablets and smart phones, to play back digital content. We believe our portfolio of technologies and solutions optimize the audio
experience for portable devices, providing a rich, clear, and immersive sound, while also meeting the compression needs of the limited bandwidth channels of online and cellular networks.
We see opportunities to extend our core competencies beyond audio solutions. For example, we believe that significant improvements can be made in the technology currently used to deliver
premium video to displays, and that we have identified solutions that can substantially improve the video experience. Similarly, we believe the clarity and quality of voice communications can be
improved through the application of our existing audio technologies in areas such as multi-party conferencing.
Business Model
We generate revenue by licensing technologies to original equipment manufacturers (OEM) of consumer entertainment (CE) products and software vendors. We also generate revenue by
selling products and related services to creators and distributors of entertainment content.

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We work with the global entertainment industry in three principal ways:



We license our technologies to OEMs and software vendors in 46 countries and our licensees distribute products incorporating our technologies throughout the world. Additionally, we sell our
products and provide services in over 80 countries. In fiscal 2009, 2010, and 2011, revenue from outside of the U.S. was 65%, 66%, and 68% of our total revenue, respectively. Our licensing business
is our most significant revenue stream, representing 83%, 77%, and 83% of our total revenue in fiscal 2009, 2010, and 2011, respectively.
Essential Technologies for the Entertainment Creation, Distribution, and Playback Process
Our long-term involvement in the entertainment industry has enabled us to provide high quality products and services at every step of the entertainment creation, distribution, and playback
process.
Content Creation
Our products and services help artists and content producers create and produce an enhanced and immersive entertainment experience by incorporating our technologies in their content. Our
encoding technologies help maintain the quality of the sound, while enabling content to fit within the storage capacity and/or bandwidth limitations of a particular content delivery platform. Content
creators use our decoding and monitoring products to accurately evaluate how their soundtracks will be played back.
Many movie, television, music, and video game studios produce content encoded with Dolby technologies that enable digital multichannel sound. Consumers also are able to encode
multichannel sound by recording home movies in Dolby Digital using high-definition (HD) camcorders. As a result of these available means of content creation, the library of content encoded with
Dolby technologies continues to grow.
Content Distribution
Distributors use our professional equipment to support the delivery of content that has been produced using our technologies. For example, broadcasters use our products to encode high
quality surround sound content for terrestrial, cable, and satellite transmissions. Our broadcast products also facilitate the editing and routing of surround sound in transmission facilities originally
designed for stereo audio. Our sound engineers supplement the efforts of content creators and broadcasters by providing training, system design expertise, and on-site technical assistance to
broadcasters throughout the world.
DVD and Blu-ray Disc producers use our professional equipment to encode audio in Dolby Digital and Dolby Digital Plus so the soundtrack will play as originally recorded on the master
copy.

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First, we offer products and services to content creators and distributors, such as studios and television broadcasters, including satellite and cable operators, and increasingly, content
streaming and download service providers. These content creators and distributors use our products, services, and technologies to encode content, creating a rich, clear, and immersive
audio experience for consumers.



Second, we license our technologies, such as Dolby Digital, Dolby Digital Plus, and Dolby Pulse, to OEMs and software vendors for use with consumer products that decode and play
back audio content encoded with our proprietary technologies.



Third, we work directly with standards-setting organizations to promote adoption of our technologies in their specifications in order to ensure a common standard across devices and
improve the overall consumer experience. Today, our technologies are standard in a wide range of CE products, including virtually all DVD players, Blu-ray Disc players, audio/video
receivers, and personal computer (PC) DVD software players.
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Providers of online content work closely with our services team to format their content using our technologies, in order to deliver an optimized audio experience. We work with a growing
number of online content aggregators, including Netflix, Amazon, VUDU, Apple, and the Roxio Now platform, to encode video and audio content with our technologies. We also work with leading
music services such as Rhapsody and Omnifone to adopt our audio encoding tools to deliver a rich music experience.
Our Dolby Pulse and Dolby Digital Plus technologies provide efficient audio delivery solutions that help mitigate constraints associated with transmission or online streaming bandwidth, as
well as limited disc storage capacity. Dolby Media Generator, a suite of encoding tools for Dolby Pulse and Dolby Digital Plus, allows mobile content distributors to produce a file compatible with
many mobile devices, while lowering storage requirements, reducing download times, and boosting playback quality.
As the means of distribution mature, our technologies have the potential to become the standard or recommended solution in the distribution process. For example, as global broadcast
standards for digital television and HD television have developed, a number of countries have adopted Dolby audio technologies as their standards. In North America, Dolby Digital is the standard
audio technology for digital terrestrial and cable television. In Europe, Dolby Digital Plus is the European Broadcast Unions recommended audio technology for HD broadcast. A number of
European countries, including France, Italy, UK, and Poland, have adopted Dolby Digital Plus and high-efficiency advanced audio coding (HE AAC) in their HD terrestrial broadcast standards and
other countries, such as Brazil, have adopted HE AAC. In addition, Dolby Digital Plus is now offered by commercial satellite providers throughout Europe as part of their HD services. In the Asia
Pacific region, China has selected Dolby Digital and Dolby Digital Plus as optional technologies for the countrys recently published Digital Terrestrial Television specification. South Korea has
adopted the ATSC standard for digital television, which includes Dolby Digital, while Japan has adopted advanced audio coding (AAC) as its audio technology standard for digital television. We
are one of the original four developers of AAC, and we receive a portion of AAC licensing revenue through a joint patent licensing program. We receive AAC licensing revenue both as a patent
holder and an administrator of the patent licensing program, through our wholly owned subsidiary, Via Licensing Corporation.
These products, services, and technologies are used throughout the content creation and distribution process, enabling the final step in the cycle: the content playback process.
Content Playback
Our decoding technologies allow content created and distributed using our technologies to be played back as the creator and distributor intended. Manufacturers of DVD players and Blu-ray
Disc players throughout the world incorporate our decoding technologies to enhance the audio experience, and the majority of PC OEMs incorporate our technologies for the support of optical discs.
Dolby technologies are also widely incorporated in many other devices, such as digital televisions, video game consoles, home-theaters-in-a-box, and audio/video receivers. We have an opportunity to
further extend our position in mobile device, set-top box, and camcorder markets.
In some cases our licensees sell products incorporating our technologies to other OEMs, which then incorporate these products in automobiles, PCs, or other products sold to consumers. Our
trademarks are often displayed on content and CE products that incorporate our technologies to indicate to consumers that a product meets our technical and quality standards.
For many types of CE products, our technologies are included in explicit industry standards, as standards-setting bodies mandate their inclusion in a particular type of product. For example,
Dolby Digital is the standard audio technology for digital televisions in North America and is mandated in all DVD and Blu-ray Disc players worldwide. Alternatively, Dolby technologies are de facto
industry standards in many CE products, and while not specifically mandated by a standards board, are widely adopted for a particular type of product. For example,

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prior to the adoption of HD terrestrial broadcast standards mandating Dolby technologies, many European HD broadcasters began broadcasting in Dolby Digital or Dolby Digital Plus, leading CE
OEMs to include these technologies in their televisions and set-top boxes for the European market.
Growth Strategy
The entertainment industry is in transition. Today content is captured, delivered, and played back in more ways than ever before. Consumers can experience entertainment through multiple
channels, including cinema, optical disc, digital broadcast, online, and cellular networks. As consumers are presented with more options for receiving content, competition across delivery channels has
intensified, and we see this reflected in the composition of our licensing revenue. In fiscal 2011 non-optical disc based revenue comprised an estimated 52% of our licensing business, compared to
45% in fiscal 2010 and 44% in fiscal 2009. This includes licensing revenue derived from products such as TVs, set-top boxes, and mobile phones, as well as our post processing technologies on a
range of devices. Non-optical disc based licensing revenue grew 27% year-over-year in fiscal 2011 and 22% in fiscal 2010. Conversely, in fiscal 2011, 48% of our licensing revenue was optical disc
based, down from 55% in fiscal 2010 and 56% in fiscal 2009. Optical disc based licensing revenue is derived primarily from the Windows 7 operating system, independent PC DVD software players,
DVD, and Blu-ray Disc. However, most of those products receive content over mobile or online networks, in addition to optical disc, and we have increased our technology penetration into these
distribution channels.
Looking forward, we expect continued growth in the percentage of licensing revenue we derive from non-optical disc sources. This will be driven partly by the maturity of optical disc, but
also by the significant opportunities presented by digital broadcast and online distribution, where we remain focused on delivering the products, tools, and technologies needed to ensure a high quality
audio experience from any device. We also see significant opportunities to offer encode/decode solutions in video and voice that leverage our expertise in signal processing, compression, and the
capture and playback of content.
Our Core Business
In our broadcast market we derive revenue from licensing our technologies to OEMs of televisions and set-top boxes. While we have experienced success in driving the adoption of our
technologies in digital broadcast, we believe there are still significant opportunities for growth in the adoption of our multichannel technologies, as countries transition from analog to digital broadcast
and offer increasing amounts of HD content. The efficiency and quality of our multichannel technologies are well suited to digital broadcast bandwidth requirements and to delivering a premium HD
content experience. As a result, our multichannel technologies have been adopted in terrestrial digital television standards throughout the world, and our technologies are now in the majority of global
digital television shipments. In fiscal 2011 we estimate that approximately 60% of global TV shipments and approximately 40% of global set-top box shipments contained our technologies, leaving a
substantial additional market opportunity.
The growth of the Internet, accompanied by a shift toward online content consumption, has resulted in a global consumer trend toward an array of online streaming and download services.
Content creators are increasingly focused on delivering content across a multitude of media and devices with varying bandwidth and performance requirements, including PCs, connected TVs, set-top
boxes, gaming consoles, connected Blu-ray Disc players, and mobile devices. Many of these devices are increasingly designed to capture and send content through improved camera and WiFi
technologies, as well as play back rich media experiences. This increasingly complex array of devices, aimed at both creating and consuming content, presents a challenge for content creators and
device manufacturers looking to ensure consistent audio quality. We believe this challenge provides an opportunity similar to that of digital broadcast, whereby we can deliver the industry solutions to
optimize the audio experience across the online and portable device ecosystem.
While the rapid advancement of online content delivery is enabling the development of new portable playback devices, such as tablets and smart phones, it also provides PC OEMs with an
alternative to the optical

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disc platform. Currently most of our revenue comes from the inclusion of our technologies in the optical disc platform, and we expect online delivery to ultimately replace optical disc as the delivery
platform for the PC and other devices. Therefore, we are focused on extending the use of our technologies in the PC market to online and mobile content.
In our PC market we derive revenue from the inclusion of our technologies in most PC shipments, due largely to the inclusion of our technologies in various versions of Microsoft operating
systems. We face the risk that Microsoft may not include our technologies in the commerical version of the Windows 8 operating system or future Microsoft operating systems. If our technologies
were not to be included in the commercial version of the Windows 8 operating system or future Microsoft operating systems, we intend to support the playback of DVD, Blu-ray Disc, broadcast, and
online content on PCs by licensing our technologies directly to OEMs. For additional information on our PC market and associated risks, see Item 7, Managements Discussion & Analysis of
Financial Condition and Results of Operations.
Developing New Audio Entertainment Technologies
Through our long history of innovation in audio technology, and the established presence of our multichannel technologies in many of the worlds most popular content playback devices, we
believe we are well positioned to develop and deliver new audio innovations. Specifically, our expertise in signal processing and compression technologies, coupled with our ability to deliver an
integrated solution across complex market ecosystems, enable us to offer new technologies that elevate the entertainment experience. We also believe the presence of our technologies in many
existing professional and consumer devices, along with our recognized brand, are key strengths as we strive to bring additional technology innovations to market.
Developing Video Technologies
Our success in audio has resulted in part from our ability to develop and deliver the products, services, tools, and technologies needed to capture, deliver, and play back a consistent, high
quality audio experience across multiple channels. We believe these core competencies can be applied to video to significantly improve the technology currently used to deliver premium video to
displays. We are focused on delivering an end-to-end solution for a substantially improved video experience for both professionals and consumers and have now developed technologies that make the
video experience compellingly realistic and engaging. In the cinema market, we offer exhibitors our digital cinema servers and other 3D digital cinema products, which deliver a vivid movie
experience with sharp images and natural colors. Further, we are extending our development efforts in 3D video to home television; however, we view 3D video on home televisions as an early-stage
opportunity.
In fiscal 2011 we began selling our Professional Reference Monitor product, a flat-panel video reference display for video professionals. These professionals use our monitor for color critical
tasks, such as calibrating color accuracy to professional reference standards. Our Professional Reference Monitor uses our dynamic range imaging technologies, which enable enhanced contrast,
extended brightness, and dynamic range, along with reduced power consumption in LED backlit LCD televisions.
Developing Voice Technologies
With the growth of voice transmission over Internet protocol networks and the proliferation of devices that connect to these networks, the quality of the voice experience has progressively
deteriorated. We believe that our expertise in sound signal processing and compression technologies can address some of these problems, and in particular that our entertainment technologies can be
adapted and applied to voice communications to significantly improve voice quality and clarity in a variety of uses. We are investing in developing these technologies, while working closely with
potential customers to bring solutions to market.

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Building on the Strength of the Dolby Brand
We are building on the strength of the Dolby brand to enhance our reputation as a trusted provider of entertainment technologies for professional and consumer applications and to assist us in
bringing new audio and video technologies to market.
We actively encourage our customers to place our trademarks on their products in conjunction with the inclusion of our technologies. In particular, we provide marketing materials such as
posters, trailers, and plaques to cinema operators to help them promote the quality of experience that is associated with our brand.
The inclusion of the Dolby trademark on a product informs audiences and consumers that the product incorporates our technologies and meets our quality standards, and we believe this helps
CE OEMs sell their products. We will continue to encourage the use of our trademarks throughout the entertainment industry as an indicator to both professionals and consumers of consistent quality
at each stage of the entertainment process.
Addressing Ongoing Content Creator Needs
We believe that technology innovations for entertainment will continue to be adopted first for professional use, as filmmakers, music producers, broadcasters, and video game designers look
for ways to excite their audiences. We are collaborating with industry professionals to develop new technologies that facilitate and improve content recording, distribution, and playback. Our
professional technology solutions often have applicability to the consumer arena, and when they apply, we intend to continue to adapt these technologies for use in consumer applications. Our noise
reduction, surround sound, and digital audio technologies were all initially developed for professional use and later adapted for use in CE products. We believe that our success in developing
technologies for professional use contributes greatly to the attractiveness of our technologies and brand for consumer use.
Promoting the Adoption of Dolby Technologies in Industry Standards
As the entertainment industry evolves toward global technical standards for content creation, delivery, and playback, we actively seek to have our technologies included in industry standards.
We develop, maintain, and strengthen relationships across the broad spectrum of entertainment industry participants, professional organizations, and global standards-setting bodies.
Revenue Generation
We generate revenue in three primary ways: licensing our technologies to OEMs of CE products and software vendors, selling video and audio products for the cinema and broadcast
industries, and providing a variety of services to support production activities.
We generate a significant portion of our revenue from outside the U.S. Geographic data for our licensing revenue is based on the location of our licensees headquarters. Products revenue is
based on the destination to which we ship our products, while services revenue is based on the location where services are performed. Financial information by geographic area is set forth in Note 10
Geographic Data to our consolidated financial statements.
Licensing
We license our technologies to software vendors and to OEMs of CE products such as digital televisions, set-top boxes, DVD players and recorders, Blu-ray Disc players, video game
consoles, audio/video receivers, mobile devices, in-car entertainment systems, home-theater-in-a-box systems, PCs, camcorders, and portable media devices. Our licensing arrangements typically
entitle us to receive a specified royalty for every product shipped by our licensees that incorporates our technologies. We also collect fees for administering joint patent

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licensing programs (informally known as patent pools) on behalf of third parties. In fiscal 2009, 2010, and 2011, our licensing revenue represented 83%, 77%, and 83% of our total revenue,
respectively. We have three primary licensing models: a two-tier model, an integrated licensing model, and a patent pool model.
Two-Tier Licensing Model . Most of our licensing business consists of a two-tier licensing model whereby our decoding technologies, included in reference software and firmware code, are
first provided under license to a semiconductor manufacturer. The manufacturer then incorporates our technologies in integrated circuits (IC). Our licensed semiconductor manufacturers, which we
refer to as implementation licensees, sell their ICs to OEMs of CE products, which we refer to as system licensees. Our system licensees separately obtain licenses from us that allow them to
make and sell end-user CE products that incorporate our technologies in ICs purchased from our implementation licensees.
Our implementation licensees may use our reference software and other licensed know-how directly to build and sell core technologies such as ICs. The implementation licensees pay us a
one-time, up-front administrative fee per license. In exchange, the licensee receives a licensing package, which includes information useful in implementing our technologies into its chipsets. Once the
chipset has been built, the licensee sends us a sample for quality control evaluation. If we approve the implementation design, the licensee is permitted to sell the chipset only to our system licensees.
We do not receive any royalties from implementation licensees.
Our system licensees pay us an initial fee for the technologies they choose to license from us. We deliver a licensing package to each system licensee, which includes information on using our
technologies in the licensees products. System licensees are required to provide us with prototypes of products that incorporate our technologies for quality control evaluation, or under certain
circumstances, with self-test results for our review. If the design is approved, the licensee is permitted to buy ICs from any Dolby implementation licensee and to sell approved products to retailers,
distributors, and consumers. Unlike the sales of ICs by implementation licensees, sales by system licensees of CE products incorporating our technologies are royalty-bearing, generally based upon
the number of product units shipped. We have active licensing arrangements with approximately 470 electronics product OEMs and software developer licensees, with corporate headquarters located
in 46 countries.
The amount of royalties we collect from a system licensee on a particular product depends on a number of factors, such as the number of Dolby technologies used in that product and the total
production volume for all products incorporating our technologies that are shipped by the system licensee.
Integrated Licensing Model . In addition to licensing under our two-tier licensing model, we also license our technologies, as included in reference software code, to operating system
vendors and ISVs, and to certain other CE OEMs that act as combined implementation and system licensees. These licensees incorporate our technologies in their software such as PC software DVD
players used in desktop or notebook computers, in their mobile applications, or in ICs they manufacture and incorporate into CE products. As with the two-tier licensing model, the combined
implementation and system licensee pays us an initial administrative fee. In exchange, the licensee receives a licensing package, which includes information on how to incorporate our technologies
into the licensees software program or integrated circuits. Once the product has been built, the licensee sends us a sample, or under certain circumstances self-test results, for quality control
evaluation. If the sample is approved, the licensee is permitted to sell the product to retailers, distributors, and consumers, subject to the payment of royalties, generally for each unit shipped.
Licensing of Patent Pools. Through our wholly owned subsidiary, Via Licensing Corporation, we administer joint patent licensing programs, or patent pools, on behalf of third party patent
owners. Some of the patent pools also include Dolby patents. These patent pools allow product OEMs streamlined access to certain essential patents to standardized technologies in the fields of audio
coding, interactive television, digital radio, and wireless technologies.

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Products
We design and manufacture video and audio products for the film production, cinema, and television broadcast industries. Distributed in over 60 countries, these products are used in content
creation, distribution, and playback to enhance image and sound quality, provide surround sound, and increase the efficiency of sound storage and distribution. Our product sales are derived from sales
of our digital cinema servers, which load, store, decrypt, and decode encrypted digital film files for presentation on digital projectors in theaters, as well as from sales of digital 3D products and our
Professional Reference Monitor.
We also derive revenue from sales of our traditional cinema processors, which movie theaters use to process film soundtracks, and to a lesser extent, from sales of broadcast products used to
encode and distribute content to viewers. We offer related digital cinema processors and media adapters to decode digital cinema soundtracks, as well as digital cinema accessories that allow
exhibitors to easily integrate our digital cinema servers with their existing automation systems. Digital cinema is based on open standards which, unlike standards for the traditional cinema market, do
not include our proprietary audio technologies. In fiscal 2009, 2010, and 2011 our products revenue represented 13%, 20%, and 14% of our total revenue, respectively.
Services
We offer a variety of services to support film production, television broadcast, and music production. Our engineers work alongside filmmakers, television broadcasters, and music producers,
helping them use our products and technologies to create and reproduce content as they envision. We typically enter into service agreements with motion picture studios or filmmakers to provide
production services related to the preparation of a Dolby soundtrack, such as equipment calibration, mixing room alignment, and equalization. Under these agreements, we provide our encoders to the
studios for use during sound mixing, enabling them to create films with Dolby soundtracks using our proprietary technologies.
We provide other services such as print quality control, professional film mastering services to prepare movies for digital release, and theater system calibration for important screenings, such
as premieres, film festivals, and press screenings. Our engineers also provide training, system design consultation, and on-site technical expertise to cinema operators throughout the world to help
them configure their screening rooms and equipment, in order to ensure that movies are replayed with consistently high quality. In fiscal 2009, 2010, and 2011, our services revenue represented 4%,
3%, and 3% of our total revenue, respectively.
Our Technologies and Products
Our core technologies are signal processing systems that deliver rich, clear, and immersive sound in movie soundtracks, DVDs, Blu-ray Discs, personal computers, digital televisions, mobile
devices, video games, satellite and cable broadcasts, and online streaming. Many of our technologies are incorporated into professional products that we manufacture, including cinema sound
processors and digital audio encoders and decoders. We have also expanded our focus on developing and delivering new audio and video technologies that enhance the entertainment experience,
including audio technologies for mobile devices and video technologies for 3D, digital cinema, post-production, and LED backlit LCD televisions.
Our Technologies



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Dolby Digital Dolby Digital is a digital audio coding technology used to provide surround sound in theaters and in the home from DVDs, digital terrestrial broadcast, cable, and
satellite systems. Dolby Digital enables the storage and transmission of up to five full range audio channels plus a low frequency effects channel.



Dolby Digital Plus Dolby Digital Plus is a digital audio coding technology built as an extension to Dolby Digital technologies. With the addition of new coding techniques and an
expanded bitstream
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structure, Dolby Digital Plus offers greater efficiency for lower bit rates, as well as the option for more channels and higher bit rates. Dolby Digital Plus can support a wide range of
current and emerging applications such as digital television, mobile, and Internet based content services. Dolby Digital Plus is compatible with all existing Dolby Digital equipped
consumer electronics.



Dolby Digital Surround EX Dolby Digital Surround EX adds a third surround channel to the Dolby Digital format in cinemas. The third channel is reproduced by rear wall surround
speakers, while the left and right surround channels are reproduced by speakers on the side walls.


Dolby Digital EX Dolby Digital EX adds a third surround channel to Dolby Digital in CE products for the home.



Dolby TrueHD Dolby TrueHD is an audio delivery technology that delivers bit-for-bit performance upon playback identical to the original studio master. When applied to HD video
content, the coding efficiencies of Dolby TrueHD enable content providers to include a 100% lossless audio track on Blu-ray Disc without using excessive storage capacity. Dolby
TrueHD implementations can also decode 5.1 channel DVD-Audio content, eliminating the need for a second audio decoder in universal style players.



Advanced Audio Coding (AAC) AAC is a high quality audio coding technology appropriate for many broadcast and electronic music distribution applications. We are one of the
original four developers of this technology.



HE AAC HE AAC is a highly efficient, high quality audio compression technology designed for broadcast, download and streaming content. HE AAC adds spectral band replication
to AAC. We are one of the primary developers of this technology.



Dolby Pulse Dolby Pulse is an optimized HE AAC coding technology that combines the efficiency of HE AAC with Dolby metadata capability, providing consistency and
compatibility for Dolby enabled, bandwidth-critical applications such as digital cable and satellite broadcasting, HDTV, IPTV, mobile phones, portable media players, and online
entertainment.


Dolby E Dolby E is a professional digital audio coding system developed to assist with the conversion of two channel broadcast facilities to multichannel audio.



Dolby Digital Live Dolby Digital Live is a real time encoding technology that converts any audio signal into a Dolby Digital bitstream for transport and playback to a home theater
system. Dolby Digital Live enables connection of a PC or game console to a Dolby Digital equipped audio/video receiver or digital speaker system via a single digital connection.



Dolby Pro Logic II Dolby Pro Logic II is a matrix surround decoding technology that detects the naturally occurring directional cues in two channel audio content and transforms the
content into five playback channels of full bandwidth surround sound.


Dolby Pro Logic II(x) Dolby Pro Logic II(x) extends the Pro Logic II technology to seven playback channels.


Dolby Pro Logic IIz Dolby Pro Logic IIz is Dolbys newest matrix decoding technology, which adds the dimension of height to surround sound playback.


PC Entertainment Experience or PCEE PCEE is a suite of technologies for entertainment-oriented PCs, which enhance the audio quality of media.



Dolby Headphone Dolby Headphone technology provides the sound of a five speaker surround playback system through any pair of headphones by modeling the surround sound
listening experience of a properly calibrated 5.1 channel speaker system.


Dolby Mobile Dolby Mobile is a suite of post processing technologies optimized for mobile devices and designed to enhance the audio quality of media delivered on the device.
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Our Products






Industry Standards
Certain of our technologies have been adopted as the explicit or de facto industry standard. Explicit industry standards are adopted through a formal negotiated standards process, whereby
government entities, industry standards-setting bodies, trade associations, and others evaluate and then prescribe or require the use of a technology. We participate in a broad spectrum of organizations
and industry standards bodies worldwide that establish explicit industry standards. De facto industry standards are adopted by industry participants when technologies are introduced to the
marketplace and become widely used.

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Dolby Digital Stereo Creator Dolby Digital Stereo Creator allows users to author DVDs with Dolby Digital stereo soundtracks.


Dolby Digital 5.1 Creator Dolby Digital 5.1 Creator enables users to record home movies with Dolby Digital surround sound.


Dolby Volume Dolby Volume is an audio leveling technology for CE devices and provides consistent volume and quality across various programs.



Dolby Virtual Speaker Dolby Virtual Speaker is an audio virtualization technology that simulates the effect of natural, realistic surround sound from just two stereo speakers. Dolby
Virtual Speaker transforms TV, movies, and recorded music into a surround sound experience for anyone with a two speaker system.


Dolby HDR Dolbys HDR technologies increase the contrast ratio of LED backlit LCD televisions through the use of local dimming.



Analog Signal Processing Technologies Our analog signal processing technologies, including our noise reduction technologies, improve the sound quality of cassette tapes and film
by reducing background noise and extending the overall dynamic range of analog media.



Digital Cinema Products Digital Cinema Products are used for digital cinema encoding, distribution, and playback. Our digital cinema server is used to load, store, decrypt, decode,
and re-encrypt digital film files for presentation on a digital cinema projector. We also provide products that encrypt, encode, and package digital films, and digital cinema processors
to decode digital cinema soundtracks.



Digital 3D Products Digital 3D Products deliver a 3D image with an existing digital cinema server and white screen, providing exhibitors a flexible 3D solution. Our Dolby 3D
glasses feature high quality multicoated lenses with a special curvature that delivers 3D images.


Digital Media Adapters Digital Media Adapters are used to adapt existing analog cinema audio systems to the latest digital audio technologies.


Traditional Cinema Processors Traditional Cinema Processors are used to read, decode, and play back a film soundtrack and calibrate the sound system in a movie theater.



Broadcast Products Broadcast Products are used to encode, transmit, and decode multiple channels of high quality audio for DTV and HDTV program production and broadcast
distribution and to measure the subjective loudness of audio content within broadcast programming.



Professional Reference Monitor Professional Reference Monitor is a video monitor used during the production and post-production of cinematic and video content in situations
where grade 1 reference performance is required.
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Sales and Marketing
We sell and market technologies, products, and services throughout the entertainment industry through an internal sales staff and through distributors. We maintain sales offices in the U.S., the
United Kingdom, Japan, China, Taiwan, Germany, France, Spain, Dubai, the Netherlands, South Korea, Russia, and India.
We focus our marketing efforts on consumer electronics, personal computer, broadcast, cinema, production services, gaming, automotive, video, and mobile markets. We reach these markets
primarily through industry trade shows, public relations, our website, partner events, and direct marketing.
Products and Technology
Research and Development
Historically, we have focused our research and development primarily on audio signal processing technologies. Increasingly, we have expanded our research and development efforts into new
audio, voice, and video areas. By focusing on creation, proof of feasibility, and early stage prototyping of patentable new audio, voice, image, and related technologies, our research groups serve as a
source of new technologies for the engineering and technology development teams. The research groups also help identify, investigate, and analyze new long-term opportunities, help develop our
technology strategy, and provide support for internally developed and externally acquired technologies.
Engineering and technology development teams take the technologies developed by the research group to further develop for use in our professional products and by our licensees. In addition,
our engineering and technology development teams are involved in the commercialization of technologies created by third parties.
We conduct our research and development activities at a number of locations, including Burbank, San Francisco, and Santa Clara, California, Yardley, Pennsylvania, Indianapolis, Indiana,
Sydney, Australia, Stockholm, Sweden, Beijing, China, and Nuremberg and Berlin, Germany. Our research and development expenses were $81.5 million, $105.0 million, and $123.9 million in fiscal
2009, 2010, and 2011, respectively.
Product Manufacturing
Our product quality is ensured through the use of well documented, and in some cases highly automated, assembly processes and the rigorous testing of our products compared to all published
specifications.
We have a single production facility and increasingly use contract manufacturers for a significant portion of our production capacity. We purchase components and fabricated parts from
multiple suppliers; however, we rely on sole source suppliers for certain components used to manufacture our products. We source components and fabricated parts both locally and globally in order
to provide for continued supply.
Customers
We license our technologies to software vendors, such as operating system vendors and ISVs, and to IC manufacturers. Our licensees also include manufacturers of home audio and video
products, set-top boxes, video game consoles, mobile devices, in-car entertainment systems, and PCs.
We have customers in a wide range of entertainment industries, and we sell our professional products either directly to the end user or, more commonly, through dealers and distributors. Users
of our professional products and services include movie studios, cinema operators, film distributors, broadcasters, and video game designers.
Microsoft Corporation is one of our licensees and accounted for approximately 10%, 12%, and 13% of our total revenue in fiscal 2009, 2010, and 2011, respectively. Most of our Microsoft
revenue is generated from the

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Windows 7 operating system, which contains our technologies. We face the risk that Microsoft may not include our technologies in the commercial version of the Windows 8 operating system or
future Microsoft operating systems. If our technologies were not to be included in the commercial version of the Windows 8 operating system or future Microsoft operating systems, we intend to
support the playback of DVD, Blu-ray Disc, Broadcast, and online content on PCs by licensing our technologies directly to OEMs. Additional information relating to Microsoft and Window 8 is set
forth in Item 7, Managements Discussion & Analysis of Financial Condition and Results of Operations.
Competition
The markets for entertainment industry technologies are highly competitive, and we face competitive threats and pricing pressure in our markets. Competitors for our licensed technologies
include: Audyssey Laboratories, DTS, Fraunhofer Institute for Integrated Circuits, Microsoft, Monster Cable Products, Philips, RealNetworks, Rovi, Sony, SRS Labs, Thomson, and Waves Audio.
Competitors for our products include: Barco, Doremi, GDC, IMAX, MasterImage 3D, NEC, Panavision, QSC Audio Products, Qube Cinema, REAL D, Sony, Technicolor, USL, and XpanD.
Competitors for our services include DTS and Sony. In addition, other companies may become competitors in the future.
Some of our current and future competitors may have significantly greater financial, technical, marketing, and other resources than we do, or may have more experience or advantages in the
markets in which they compete. For example, some of our current or potential competitors may have an advantage over us in the market for online technologies because of their greater experience in
that market. In addition, some of our current or potential competitors may be able to offer integrated system solutions in certain markets for entertainment technologies, including audio, video, and
rights management technologies related to PCs or the Internet, which could make competing technologies that we develop or acquire unnecessary. By offering an integrated system solution, these
potential competitors may also be able to offer competing technologies at lower prices than we can, which could adversely affect our operating results.
Several of our competitors have introduced digital cinema products that support the presentation of movies with higher resolution 4K digital cinema projectors. Certain major exhibitors have
begun installing 4K digital cinema equipment in their theaters. In the future, other exhibitors may feel they need to outfit some or all of their theaters with 4K digital cinema equipment to compete in
markets where competitors are promoting 4K products. We currently do not offer a 4K digital cinema solution, although we are developing one.
We also face competitive risks in situations where our customers are current or potential competitors. For example, Sony and Microsoft are significant licensee customers, and Sony is a
significant purchaser of our broadcast products and services; however, Sony and Microsoft are also competitors with respect to some of our broadcast and consumer technologies.
Many of the CE products that include our audio technologies also include audio technologies developed by our competitors. We believe that the principal competitive factors in each of our
markets include some or all of the following:







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Inclusion in explicit industry standards;


Adoption as de facto industry standards;


Brand recognition and reputation;


Quality and reliability of products and services;


Technology performance, flexibility, and range of application;



Relationships with producers, directors, and distributors in the film industry, with television broadcast industry leaders, and with the management of semiconductor and consumer
electronics OEMs;
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We believe we compete favorably with respect to many of these factors.
In general, we are unable to quantify our market share in any particular market in which we operate. Our products and services span the audio portions of several distinct and diverse
industries, including the cinema, broadcasting, video game, and recording industries. The lack of clear definition of the markets in which our products, services, and technologies are sold or licensed,
the basic nature of our technologies, which can be used for a variety of purposes, and the diverse nature of and lack of detailed reporting by our competitors make it impracticable to quantify our
position.
Intellectual Property
We have a substantial base of intellectual property assets, including patents, trademarks, copyrights, and trade secrets such as know-how.
As of September 30, 2011, we had nearly 2,300 individual issued patents and over 2,300 pending patent applications in nearly 90 jurisdictions throughout the world. Our issued patents are
scheduled to expire at various times through May 2030. Of these, two patents are scheduled to expire in the remainder of calendar year 2011, 52 patents are scheduled to expire in calendar year 2012,
30 patents are scheduled to expire in calendar year 2013, and 91 patents are scheduled to expire in calendar year 2014.
We derive our licensing revenue principally from our Dolby Digital technologies. Patents relating to our Dolby Digital technologies have begun to expire and the remaining patents relating to
this technology generally expire between now and 2017. Additional patents relating to our Dolby Digital Plus technologies, an extension of Dolby Digital, expire between 2018 and 2026, and the
remaining patents relating to Dolby Digital Live technologies, an extension of Dolby Digital, are scheduled to expire between now and 2021.
We pursue a general practice of filing patent applications for our technologies in the U.S. and various foreign countries where our customers manufacture, distribute, or sell licensed products.
We actively pursue new applications to expand our patent portfolio to address new technology innovations. We have multiple patents covering unique aspects and improvements for many of our
technologies.

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Availability of compatible high quality audio content and the inclusion of Dolby Digital soundtracks on DVDs;


Price; and


Timeliness and relevance of new product introductions.
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We have over 900 trademark registrations throughout the world for a variety of word marks, logos, and slogans. Our marks cover our various products, technologies, improvements, and
features, as well as the services that we provide. Our trademarks are an integral part of our licensing program, and licensees typically elect to place our trademarks on their products to inform
consumers that their products incorporate our technology and meet our quality specifications. Our trademarks include the following:
Examples of our Word Trademarks

Examples of our Logo Trademarks

We protect our intellectual property rights both domestically and internationally. In the past, however, we have experienced problems with OEMs of CE products in emerging economies.
OEMs have failed to report or underreported shipments of their products that incorporate our technologies. We have also had problems with implementation licensees selling ICs with our technologies
to third parties that are not system licensees. We expect to experience such problems in the future.
Moreover, we have relatively few or no issued patents in certain countries. For example, in China, Taiwan, and India, we have only limited patent protection, especially with respect to our
Dolby Digital technologies. In India, we have no issued patents for Dolby Digital technologies. Consequently, in the future we may recognize less revenue from Dolby Digital from those regions.
Thus, maintaining or growing our licensing revenue in developing countries such as China, Taiwan, and India will depend in part on our ability to obtain patent rights in these counties, which is
uncertain. Further, because of the limitations of the legal systems in many countries, the effectiveness of patents obtained or that may in the future be obtained, if any, is uncertain.
Employees
As of September 30, 2011, we had 1,369 employees worldwide, of which 467 employees were based outside of the U.S. None of our employees are subject to a collective bargaining
agreement. We believe that our employee relations are good.
Corporate and Available Information
We were founded in London, England in 1965 and incorporated as a New York corporation in 1967. We reincorporated in California in 1976 and reincorporated in Delaware in September
2004. Our principal corporate offices are located at 100 Potrero Avenue, San Francisco, California 94103, and our telephone number is (415) 558-0200.

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Dolby
Dolby Digital
Dolby Digital Plus
Dolby Home Theater
Dolby Mobile
Dolby Headphone
Dolby TrueHD
Dolby Digital Cinema
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Our Internet address is www.dolby.com. We make available on our website, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). Our SEC
reports can be accessed through the Investor Relations section of our Internet website. The information found on our Internet website is not part of this or any other report we file with or furnish to the
SEC.

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ITEM 1A. RISK FACTORS
The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. If any of the following risks actually
occur, our business, operating results and financial condition could be materially adversely affected.
We depend on the sale by our licensees of products that incorporate our technologies and any reduction in those sales would adversely affect our licensing revenue.
Licensing revenue constitutes the majority of our total revenue, representing 83%, 77%, and 83% in fiscal 2009, 2010, and fiscal 2011, respectively. We do not manufacture consumer
entertainment products ourselves and we depend on licensees and customers, including software vendors and original equipment manufacturers (OEM), to incorporate our technologies into their
products.
Although we have license agreements with many of these companies, these agreements do not have minimum purchase commitments, are non-exclusive, and do not generally require
incorporation or use of our technologies. Accordingly, our revenue will decline if our licensees choose not to incorporate our technologies in their products, or if they sell fewer products incorporating
our technologies, or if they otherwise face significant economic difficulties. Changes in consumer tastes or trends, rapidly evolving technology, competing products, changes in industry standards or
adverse changes in business and economic conditions, among other things, may result in lower sales of products incorporating our technologies which would adversely affect our licensing revenue.
We also face the risk that our licensees retain product channel inventory levels that exceed future anticipated sales. If such product sales do not occur in the time frame anticipated by our
licensees for any reason, these licensees may substantially decrease the number of technologies they license from us in subsequent periods.
We are monitoring the situation in Thailand in light of the recent flooding to determine any potential risks of disruption which would adversely affect our operating results. We are unable to
predict the full effect of the recent catastrophe. Because our technologies are typically embedded in our licensees products, a disruption in our licensees global supply chains could adversely affect
our revenue.
To the extent that sales of PCs with Dolby technologies decline, our licensing revenue will be adversely affected.
Revenue from our PC market depends on several factors, including underlying PC unit shipment growth, the extent to which our technologies are included on computers, through operating
systems, independent software vendors (ISV) media applications, or otherwise, and the terms of any royalties or other payments we receive from licensors of such software. In the short term, we
face many risks in the PC market that may affect our ability to successfully participate in that market, including, but not limited to the following:





16


Purchasing trends for netbooks, low-cost PCs, and tablets, which may not include operating systems or ISV media applications with our technologies;


Unauthorized and infringing PC software with our technologies for which we do not receive royalty payments;


Hard disk drive shortages due to the Thailand flooding may adversely impact PC sales;



The inclusion of our technologies in business-oriented editions of Windows 7 could result in our technologies residing in a greater percentage of PCs, resulting in substantial discounts
and reducing the average per unit royalty we receive from Microsoft over time; and
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In the long-term, we face additional risks, including, but not limited to the following:








Any of these risks could adversely affect our licensing revenue.
General economic conditions may reduce our revenue and harm our business.
We continue to be cautious regarding future general economic conditions and their potential for suppressed consumer demand in the markets in which we license our technologies and sell our
products. Our business could be affected by adverse changes in general economic conditions because our technologies are incorporated in consumer entertainment products, which are generally
discretionary goods, such as PCs, digital televisions, set-top boxes, DVD players and recorders, Blu-ray Disc players, video game consoles, audio/video receivers, mobile devices, in-car entertainment
systems, home-theater-in-a-box systems, camcorders, and portable media devices. The global economic environment has adversely affected consumer confidence, disposable income, and spending.
While we cannot predict future general economic conditions, these conditions may persist or worsen.
Furthermore, continued weakness in general economic conditions may result in a greater likelihood that more of our licensees and customers will become delinquent on their obligations to us
or be unable to pay, which in turn could result in a higher level of write-offs. Additionally, such economic conditions may result in increased underreporting and non-reporting of royalty-bearing
revenue by our licensees as well as increased unauthorized use of our technologies, all of which would adversely affect our revenues.
Our future success depends upon the growth of new and existing markets for our technologies and our ability to develop and adapt our technologies for those markets.
The future growth of our licensing revenue will depend, in part, upon the growth of, and our successful participation in, new and existing markets for our technologies, such as digital
broadcast, online and mobile media distribution, consumer video and voice. For example, growth of our broadcast revenue is dependent upon continued global growth of digital television
broadcasting and the adoption of our technologies into emerging digital broadcast standards. In addition, our revenue is dependent upon the growth of the PC market and the continued adoption of our
technologies into PCs as well as the adoption of our technologies into connected portable devices such as tablets and smart phones. Furthermore, our ability to drive OEM demand for our technologies
depends in part on whether or not we are able to successfully participate in the online and mobile content delivery markets.

17



Certain PC OEMs have excluded, and we expect others will exclude in the future, ISV media applications from their product offerings for Windows 7 based PCs, because Windows 7
incorporates DVD playback software.


Whether our technologies will be included in future PC operating systems, such as Windows 8;


The extent and rate at which Windows 8 is adopted in the marketplace;


The extent to which earlier versions of Microsoft operating systems, including Windows 7, continue to be licensed after the release of Windows 8;


Our ability to establish and extend direct licensing relationships with OEMs as we have done in the past;


PC OEMs may not participate in our new licensing program, or they may install our software on fewer PCs, or require aftermarket end-user installation;


The rate at which optical disc media shifts to online media content resulting in fewer PCs with optical disc drives and declines in PC DVD and Blu-ray Disc players;



If we license our technologies on a per device basis, rather than on a per application basis, we will no longer collect multiple royalties per PC which may impact our results of
operations; and


Our ability to extend the adoption of our technologies in online and mobile platforms and devices.
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Our ability to penetrate new and existing markets for our technologies depends on increased consumer demand for products that contain our technologies, which may not occur. Some of these
markets are ones in which we have not previously participated or have limited experience, such as voice and consumer video, and we may not adequately adapt our business and our technologies to
consumer demand.
If new and existing markets for our technologies do not develop or consumer demand for products that contain our technologies does not grow, our business and prospects would be materially
adversely affected.
If we do not continue to develop and deliver innovative technologies in response to industry and technology changes, our business could decline.
The markets for our technologies and products are defined by:





Our future success depends on our ability to enhance our existing technologies and products and to develop acceptable new technologies and products that address the needs of the market in a
timely manner. The development of enhanced and new technologies and products is a complex and uncertain process requiring high levels of innovation, highly-skilled engineering and development
personnel, and the accurate anticipation of technological and market trends. We may not be able to identify, develop, acquire, market, or support new or enhanced technologies or products on a timely
basis, if at all. For example, while we view the continued advancements in online and mobile media content delivery as an area of opportunity, if we are not able to competitively address the needs of
the changing online and mobile markets, our ability to generate revenue from those markets would be limited. At times such changes can be dramatic, such as the shift from VHS tapes to DVDs for
consumer playback of movies in homes and elsewhere.
We face many risks related to the emerging 3D cinema market.
We face many risks in the 3D cinema market which may affect our ability to successfully participate in that market, including, but not limited to the following:








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Rapid technological change;


New and improved technology and product introductions;


Changing consumer and licensee demands;


Evolving industry standards; and


Technology and product obsolescence.


We face risks that our customers maintain excess product inventory levels which could reduce future anticipated sales;



At least one of our competitors has exclusive licensing arrangements for 3D products with theater exhibitors, which has in the past and we expect will in the future restrict our ability to
compete in the 3D market;


The 3D market has become increasingly competitive and we may lose further market share;



As the industry transition to 3D enabled screens becomes substantially complete, demand for new 3D enabled screens will drop significantly and the industry will enter into a
replacement cycle;


Industry participants may perceive our up-front 3D equipment costs and reusable glasses business model or our 3D products as less attractive;


Our participation in the 3D cinema market will be limited to the extent theaters do not convert from analog to digital cinema;


Demand for our 3D cinema products is driven by the number of 3D cinema releases and the commercial success of those releases;
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If we are unable to manage these risks effectively, our ability to compete profitably in the 3D cinema market may be adversely affected.
Events and conditions in the cinema and broadcast industries may affect sales of our cinema products and other services.
Sales of our cinema products and services tend to fluctuate based on the underlying trends in the cinema industry. For example, when box office receipts for the cinema industry increase, we
have typically seen a corresponding increase in sales of our cinema products, as cinema owners will be more likely to build new theaters and upgrade existing theaters with our more advanced
products. Conversely, when box office receipts are down, cinema owners tend to scale back on plans to expand or upgrade their systems.
Our cinema product sales are also subject to fluctuations based on events and conditions in the cinema industry generally that may or may not be tied to box office receipts in particular time
periods. For example, the growth in piracy of motion pictures adversely affects the construction of new screens, the renovation of existing theaters, and the continued production of new motion
pictures.
Our services revenue, both in the U.S. and internationally, is tied to the number of movies being made by major film studios and independent filmmakers. A number of factors can affect the
number of movies that are produced, including strikes and work stoppages within the cinema industry, as well as by the tax incentive arrangements that many foreign governments provide filmmakers
to promote local filmmaking.
The demand for our cinema products and services could decline as the cinema industry adopts digital cinema.
As cinema exhibitors have constructed new theaters or upgraded existing theaters, they have generally chosen digital cinema over traditional film cinema and we expect this trend to continue.
Digital cinema, which is based on open standards, does not include our proprietary audio technologies. As the cinema industry continues to adopt digital cinema, the demand for our traditional film
cinema products and services has declined significantly and we anticipate that the demand for film based products will decline in future periods. Furthermore, exhibitors adopting digital cinema can
choose from multiple digital cinema playback servers and audio processors, many of which may not contain our technologies. If the demand for our traditional film cinema products and services
continues to decrease without a meaningful increase in revenue from digital cinema products and services, our revenue stream from the cinema industry would be adversely affected.
A decrease in demand for our cinema products and services could adversely affect our consumer products licensing business.
A decrease in the demand for our cinema products and services could adversely affect licensing of our consumer technologies, because the strength of our brand and our ability to use
professional product developments to introduce new technologies, which can later be licensed to OEMs and service providers, would be impaired. If, in such circumstances, we are unable to adapt our
products and services or introduce new products for the digital cinema market successfully, our business could be materially adversely affected.

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Our 3D glasses could become subject to regulation in the U.S. and other countries in the future, which could restrict how our 3D glasses are manufactured, used, or marketed; and



There has been increased public scrutiny of potential health risks relating to viewing 3D movies. If these potential health risks are substantiated, the popularity of 3D movies could
decline. In addition, if health risks associated with our 3D products materialize, we may become subject to government regulation or product liability claims, including personal injury
claims.
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We face risks relating to the online and mobile content delivery markets and declines in optical disc media.
For nearly 20 years, movies have been distributed, purchased, and consumed through optical disc media, such as DVD and more recently Blu-ray Disc. However, the growth of the Internet
and home computer usage, connected televisions, set-top boxes, tablets, smart phones, and other devices accompanied by the rapid advancement of online and mobile content delivery has resulted in
the recent trend to movie download and streaming services in various parts of the world. We expect a further shift away from optical disc media to online and mobile media content consumption,
which will result in declines in revenue from DVD and Blu-ray Disc players. Such declines would adversely affect our licensing revenue.
In addition, online and mobile media content services that compete with or replace DVD and Blu-ray Disc players as dominant media for consumer video entertainment may choose not to
encode their content with our proprietary technologies, which could affect OEM and software vendor demand for our decoding technologies. Furthermore, our participation in online media content
playback may be less profitable for us than DVD and Blu-ray Disc players. The online and mobile markets are characterized by intense competition, evolving industry standards and business and
distribution models, disruptive software and hardware technology developments, frequent new product and service introductions, short product and service life cycles, and price sensitivity on the part
of consumers, all of which may result in downward pressure on pricing. Any of the foregoing could adversely affect our business and operating results.
Our operating results may fluctuate depending upon the timing of when we receive royalty reports from our licensees, royalty report adjustments, and the satisfaction of our revenue
recognition criteria.
Our quarterly operating results fluctuate based on the risks set forth in this section, as well as on:





This can result in the recognition of a large amount of revenue in a given quarter that is not necessarily indicative of the amounts of revenue to be received in future quarters, thus causing
fluctuations in our operating results.
Inaccurate licensee royalty reporting could materially adversely affect our operating results.
We generate licensing revenue primarily from OEMs and software vendors who license our technologies and incorporate those technologies in their products. Our license agreements
generally obligate our licensees to pay us a specified royalty for every product they ship that incorporates our technologies, and we rely on our licensees to accurately report their shipments. However,
we have difficulty independently determining whether or not our licensees are reporting shipments accurately, particularly with respect to software incorporating our technologies because
unauthorized copies of such software can be made relatively easily. Most of our license agreements permit us to audit our licensees records, but audits are generally expensive, time consuming, and
potentially detrimental to our ongoing business relationships with our licensees.
In the past, licensees, particularly in emerging economies, such as China, have understated or failed to report the number of products incorporating our technologies that they shipped, and we
have not been able to

20


The timing of when we receive royalty reports from our licensees and when we have met all revenue recognition criteria;


Royalty reports including positive or negative corrective adjustments;


Retroactive royalties that cover extended periods of time;


The recognition of unusually large amounts of licensing revenue from licensees in any given quarter because not all of our revenue recognition criteria were met in prior periods; and


The recognition of large amounts of products and services revenue in any given quarter because not all of our revenue recognition criteria were met in prior periods.
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collect and recognize revenue to which we were entitled. We expect that we will continue to experience understatement and non-reporting of royalties by our licensees, which could adversely affect
our operating results. Conversely, to the extent that our licensees overstate the number of products incorporating our technologies, or report the products under the wrong categories, corrections of
prior reports could result in reductions of royalty revenue in subsequent periods, which could also adversely affect our operating results.
Third parties from whom we license technologies may challenge our calculation of the royalties we owe them for inclusion of their technologies in our products and licensed technologies,
which could adversely affect our operating results, business, and prospects.
In some cases, the products we sell and the technologies we license to our customers include intellectual property that we have licensed from third parties. Our agreements with these third
parties generally require us to pay them royalties for that use, and give the third parties the right to audit our calculation of those royalties. A third party may disagree with our interpretation of the
terms of a license agreement or, as a result of an audit, a third party could challenge the accuracy of our calculation. We have in the past been, and may in the future be, involved in disputes with third
party technology licensors regarding license terms.
A successful challenge by a third party could result in the termination of a license agreement or increase the amount of royalties we have to pay to the third party, which would decrease our
gross margin and adversely affect our operating results.
Unauthorized use of our intellectual property could materially adversely affect our operating results.
We have often experienced, and expect to continue to experience, problems with non-licensee OEMs and software vendors, particularly in emerging economies, such as China, incorporating
our technologies and trademarks into their products without our authorization and without paying us any licensing fees. Manufacturers of integrated circuits, or ICs, containing our technologies
occasionally sell these ICs to third parties who are not our system licensees. These sales, and the failure of such manufacturers to report the sales, facilitate the unauthorized use of our intellectual
property. As emerging economies transition from analog to digital content, such as the transition from analog to digital broadcast, we expect to experience increased problems with this form of piracy,
which would adversely affect our operating results.
We have limited experience in non-sound technology markets which could limit our future growth.
Our future growth will depend, in part, upon our expansion into areas beyond sound technologies. For example, in addition to our digital cinema and 3D digital cinema initiatives, we are
exploring other areas that facilitate delivery of digital entertainment, such as video solutions for the consumer market. We will need to spend considerable resources in the future on research and
development or acquisitions in order to deliver innovative non-sound products and technologies. However, we have limited experience in non-sound technology markets and, despite our efforts, non-
sound products, technologies, and services we expect to develop or acquire and market may not achieve or sustain market acceptance, may not meet industry needs, and may not be accepted as
industry standards. If we are unsuccessful in selling non-sound products, technologies, and services, the future growth of our business may be limited.
If our products and technologies are not adopted as industry standards, our business prospects could be limited and our operating results could be adversely affected.
The entertainment industry depends upon industry standards to ensure compatibility across delivery platforms and a wide variety of consumer entertainment products. Accordingly, we make
significant efforts to design our products and technologies to address capability, quality, and cost considerations so that they either meet, or, more importantly, are adopted as, industry standards across
the broad range of entertainment industry markets in which we participate, as well as the markets in which we hope to compete in the future. To have our

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products and technologies adopted as industry standards, we must convince a broad spectrum of standards-setting organizations throughout the world, as well as our major customers and licensees
who are members of such organizations, to adopt them as such and to ensure that other industry standards are consistent with our products and technologies. If our technologies are not adopted or do
not remain as industry standards, our business, operating results, and prospects could be materially and adversely affected.
Additionally, the market for broadcast technologies has traditionally been heavily based on industry standards, often set by governments or other standards-setting organizations, and we
expect this to be the case in the future. If our technologies are not chosen as industry standards for broadcasting in particular geographic areas, this could adversely affect our ability to compete in
these markets.
It may be more difficult for us, in the future, to have our technologies adopted as individual industry standards to the extent that entertainment industry participants collaborate on the
development of industry standard technologies.
Standards-setting organizations are increasingly adopting or establishing technology standards for use in a wide range of consumer entertainment products. As a result, it is more difficult for
individual companies to have their technologies adopted wholesale as an informal industry standard. We call this type of standard a de facto industry standard, meaning that the industry has widely
adopted the technology, although no industry standards-setting organization has explicitly mandated such standard. Increasingly there are multiple companies, including ones that typically compete
against one another, involved in the development of new technologies for use in entertainment-oriented products. As a result, these companies often license their collective intellectual property rights
as a group, making it more difficult for any single company to have its technologies adopted widely as a de facto industry standard or to have its technologies adopted as an exclusive, explicit industry
standard for consumer entertainment products.
Even if our technologies are adopted as an explicit industry standard for a particular market, market participants may not widely adopt our technologies.
Even when a standards-setting organization mandates our technologies for a particular market, which we call an explicit industry standard, our technologies may not be the sole technologies
adopted for that market as an explicit industry standard. Accordingly, our operating results depend upon participants in that market choosing to adopt our technologies instead of competitive
technologies that also may be acceptable under such standard. For example, the continued growth of our revenue from the broadcast market will depend upon both the continued global adoption of
digital television generally and the choice to use our technologies where it is one of several accepted industry standards.
If we do not obtain new patents or proprietary technologies as our existing patents expire, our licensing revenue could decline.
We hold patents covering much of the technologies that we license to system licensees, and our licensing revenue is tied in large part to the life of those patents. Our right to receive royalties
related to our patents terminates with the expiration of the last patent covering the relevant technologies in a particular country. Accordingly, to the extent that we do not replace licensing revenue
from technologies covered by expiring patents with licensing revenue based on new patents and proprietary technologies, our revenue could decline.
As of September 30, 2011, we had nearly 2,300 individual issued patents and over 2,300 pending patent applications in nearly 90 jurisdictions throughout the world. Our issued patents are
scheduled to expire at various times through May 2030. Of these, two patents are scheduled to expire in the remainder of calendar year 2011, 52 patents are scheduled to expire in calendar year 2012,
30 patents are scheduled to expire in calendar year 2013 and 91 patents are scheduled to expire in calendar year 2014. Patents relating to our Dolby Digital technologies, from which we principally
derive our licensing revenue, have begun to expire and the remaining patents relating

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to this technology generally expire between now and 2017. Additional patents relating to our Dolby Digital Plus technologies, an extension of Dolby Digital, expire between 2018 and 2026. In
addition, the remaining patents relating to Dolby Digital Live technologies, an extension of Dolby Digital, are scheduled to expire between now and 2021.
The markets for our technologies are highly competitive, and if we are unable to compete successfully, our business will suffer.
The markets for entertainment industry technologies are highly competitive, and we face competitive threats and pricing pressure in our markets. Competitors for our licensed technologies
include: Audyssey Laboratories, DTS, Fraunhofer Institute for Integrated Circuits, Microsoft, Monster Cable Products, Philips, RealNetworks, Sonic Solutions, Sony, SRS Labs, Thomson, and Waves
Audio. Competitors for our products include: Barco, Doremi, GDC, IMAX, MasterImage 3D, NEC, Panavision, QSC Audio Products, Qube Cinema, REALD, Sony, Technicolor, USL, and XpanD.
Competitors for our services include DTS and Sony. Consumers may perceive the quality of the audio experience produced by some of our competitors technologies to be equivalent or superior to
the audio experience produced by our technologies. Other companies may become competitors in one or more of these areas in the future.
Additionally, some of our current or future competitors may have significantly greater financial, technical, marketing, and other resources than we do, or may have more experience or
advantages in the markets in which they compete, particularly in the market for online media content. These competitors may also be able to offer integrated system solutions in markets for sound or
non-sound entertainment technologies on a royalty-free basis or at a lower price than our technologies, including audio, video, and rights management technologies related to PCs or the Internet,
which could make competing technologies that we develop unnecessary.
Our business and prospects depend on the strength of our brand, and if we do not maintain and strengthen our brand, our business will be materially harmed.
Maintaining and strengthening the Dolby brand is critical to maintaining and expanding our licensing, products, and services business, as well as to our ability to enter new markets for our
sound and other technologies. Our continued success depends, in part, on our reputation for providing high quality technologies, products, and services across a wide range of entertainment markets,
including the CE, PC, broadcast, and gaming markets. If we fail to promote and maintain the Dolby brand successfully in licensing, products or services, our business and prospects will suffer.
Furthermore, we believe that the strength of our brand may affect the likelihood that our technologies are adopted as industry standards in various markets and for various applications. Our ability to
maintain and strengthen our brand will depend heavily on our ability to develop innovative technologies for the entertainment industry, to successfully enter into new markets, and to provide high
quality products and services in these new markets, which we may not do successfully.
Our licensing of industry standard technologies can be subject to restrictions that could adversely affect our business and prospects.
When a standards-setting organization mandates our technologies as explicit industry standards, we generally must agree to license such technologies on a fair, reasonable, and non-
discriminatory basis, which could limit our control over the use of these technologies. In these situations, we must often limit the royalty rates we charge for these technologies, which could adversely
affect our revenue. Furthermore, we may be unable to limit to whom we license such technologies, and may be unable to restrict many terms of the license.
We have in the past, and may in the future, be subject to claims that our industry standard technologies may not conform to the requirements of the standards-setting organization. Allegations
such as these could be asserted in private actions seeking monetary damages and injunctive relief, or in regulatory actions. Claimants in such cases could seek to restrict or change our licensing
practices or our ability to license our technologies in ways that could injure our reputation and otherwise materially and adversely affect our business, operating results, and prospects.

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We face risks in conducting business in China and other emerging economies.
We believe that various trends will increase our exposure to the risks of conducting business in emerging economies. For example, we expect the number of OEMs in emerging economies,
such as China, to increase due to the availability of lower manufacturing costs as compared to those of other industrial countries and the continued industry shift by retailers towards lower end DVD
and more recently Blu-ray Disc player and television offerings. We have seen OEMs shift product manufacturing to these lower cost manufacturing countries and expect more OEMs to do so in the
future. We also believe that our sales of products and services in emerging economies will expand in the future to the extent that the use of digital surround sound technologies increases in these
countries, including in movies and broadcast television, and as consumers there become more affluent. We face many risks associated with operating in these emerging economies, in large part due to
limited recognition and enforcement of contractual and intellectual property rights. As a result, we may experience difficulties in enforcing our intellectual property rights in these emerging
economies, where intellectual property rights are not as respected as they are in the U.S., Japan, and Europe. We believe that it is critical that we strengthen existing relationships and develop new
relationships with entertainment industry participants worldwide to increase our ability to enforce our intellectual property and contractual rights without relying solely on the legal systems in the
countries in which we operate. If we are unable to develop, maintain, and strengthen these relationships, our revenue from these countries could be adversely affected.
We have limited or no patent protection for some of our technologies in particular countries, including China, Taiwan, and India, which could limit our ability to grow our business in
these markets.
In China and Taiwan we have only limited patent protection, especially with respect to our Dolby Digital technologies. In India, we have no issued patents for Dolby Digital technologies.
Consequently, maintaining or growing our licensing revenue will depend on our ability to obtain patent rights in these countries for existing and new technologies, which is uncertain. Furthermore,
because of the limitations of the legal systems in many countries, the effectiveness of patents obtained or that may in the future be obtained, if any, is likewise uncertain.
Our licensing revenue depends in large part upon semiconductor manufacturers incorporating our technologies into integrated circuits.
Our licensing revenue from system licensees depends in large part upon the availability of ICs that implement our technologies. IC manufacturers incorporate our technologies into these ICs,
which are then incorporated in consumer entertainment products. We do not manufacture these ICs, but rather depend on IC manufacturers to develop, produce, and then sell them to system licensees.
We do not control the IC manufacturers decisions whether or not to incorporate our technologies into their ICs, and we do not control their product development or commercialization efforts nor
predict their success. As a result, if these IC manufacturers are unable or unwilling, for any reason, to implement our technologies into their ICs, or if, for any reason, they sell fewer ICs incorporating
our technologies, our operating results will be adversely affected.
Pricing pressures on the system licensees who incorporate our technologies into their products could limit the licensing fees we charge for our technologies, which could adversely affect our
revenue.
The markets for the consumer entertainment products in which our technologies are incorporated are intensely competitive and price sensitive. We expect to face increased royalty pricing
pressure for our technologies as we seek to drive the adoption of our technologies into online content and portable devices, such as tablets and smart phones. Retail prices for consumer entertainment
products that include our sound technologies, such as DVD players and home theater systems, have decreased significantly, and we expect prices to decrease for the foreseeable future. In response,
OEMs have sought to reduce their product costs, which can result in downward pressure on the licensing fees we charge our customers who incorporate our technologies into the consumer
entertainment products that they sell. Furthermore, while we have contractual rights with many of our licensees for cost of living adjustments to our royalty rights, we may not be able to negotiate
those terms in

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our contracts with existing and new licensees. Additionally, downward cost of living adjustments would result in declines in the licensing fees that we charge. A decline in, or the modification or loss
of the contractual right to increase, the licensing fees we charge could materially and adversely affect our operating results.
We have in the past, and may in the future be, subject to legal claims related to our intellectual property rights, which are costly to defend, could require us to pay damages, and could limit
our ability to use particular technologies in the future.
Companies in the technology and entertainment industries own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of
infringement or other violations of intellectual property rights. We have faced such claims in the past and we expect to face similar claims in the future.
Any intellectual property claims, with or without merit, could be time consuming, expensive to litigate or settle, and could divert management resources and attention. In the past we have
settled claims relating to infringement allegations and agreed to make payments in connection with such settlements. We expect that similar claims will be asserted against us in the future in the
ordinary course of our business. An adverse determination in any intellectual property claim could require that we pay damages or stop using technologies found to be in violation of a third partys
rights and could prevent us from offering our products and services to others. In order to avoid these restrictions, we may have to seek a license for the technology, which may not be available on
reasonable terms or at all. Any license could also require us to pay significant royalties, and may significantly increase our operating expenses. As a result, we may be required to develop alternative
non-infringing technologies, which could require significant effort and expense. If we cannot license or develop technologies for any aspects of our business found to be infringing, we may be forced
to limit our product and service offerings and may be unable to compete effectively.
In some instances, we have contractually agreed to provide indemnifications to licensees relating to our intellectual property. Additionally, at times in the past, we have chosen to defend our
licensees from third party intellectual property infringement claims even where such defense was not contractually required, and we may choose to take on such defense in the future. Any of these
results could harm our brand, our operating results, and our financial condition.
We have in the past and may in the future have disputes with our licensees regarding our licensing arrangements.
At times, we are engaged in disputes regarding the licensing of our intellectual property rights, including matters related to our royalty rates and other terms of our licensing arrangements.
These types of disputes can be asserted by our customers or prospective customers or by other third parties as part of negotiations with us or in private actions seeking monetary damages or injunctive
relief, or in regulatory actions. In the past, licensees have threatened to initiate litigation against us regarding our licensing royalty rate practices including our adherence to licensing on fair,
reasonable, and non-discriminatory terms and potential antitrust claims. Damages and requests for injunctive relief asserted in claims like these could be material, and could be disruptive to our
business. Any disputes with our customers or potential customers or other third parties could adversely affect our business, results of operations, and prospects.
We face risks relating to the transition to digital cinema.
We face a number of risks relating to the transition to digital cinema, including:



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Exhibitors may perceive competing products to be potentially advantageous to our products or they may choose lower priced competing products or competing products with different
features, such as support for 4K presentation;



If we encounter delays in the development of our 4K digital cinema solution or if we are unable to provide a solution at a market competitive price, our future prospects in digital
cinema may be limited;
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These and other risks related to digital cinema could limit our future prospects in digital cinema and could materially and adversely affect our operating results.
Acquisition activities could result in operating difficulties and other harmful consequences.
We have evaluated, and expect to continue to evaluate, a wide array of possible strategic transactions, including acquisitions. We consider these types of transactions in connection with our
efforts to expand our business beyond sound technologies. Although we cannot predict whether or not we will complete any such acquisition or other transactions in the future, any of these
transactions could be material in relation to our market capitalization, financial condition or results of operations. The process of integrating an acquired company, business, or technology may create
unforeseen difficulties and expenditures. Foreign acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across different
geographies, cultures, and languages, currency risks, and risks associated with the particular economic, political, and regulatory environment in specific countries. Also, the anticipated benefit of our
acquisitions may not materialize.
We face various risks in integrating acquired businesses, including:








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At least one of our competitors has a significantly greater installed base of its digital cinema servers than we do which has and likely will continue to limit our share of the digital
cinema market, particularly in the U.S. market;


Pricing and other competitive pressures have caused us to implement pricing strategies which have had an adverse effect on our products gross margins;



Delays in updating our server software to comply with the current DCI specifications could result in lost or delayed product sales and the deferral of future products sales due to
revenue recognition restrictions;



If cinema owners do purchase our digital cinema products, they may require contractual provisions that would obligate us to comply with the current DCI specifications within a
certain period of time;



If Dolby systems are not in compliance with current DCI specifications within that period of time, we may become obligated to the cinema owners, some of whom are existing
customers, to replace the non-compliant systems with compliant systems; and



As the industry transition to digital cinema becomes substantially complete, the demand for new digital cinema screens will drop significantly and the industry will enter into a
replacement cycle.


Diversion of management time and focus from operating our business to acquisition integration challenges;


Cultural and logistical challenges associated with integrating employees from acquired businesses into our organization;


Retaining employees from businesses we acquire;



The need to implement or improve internal controls, procedures and policies appropriate for a public company at businesses that prior to the acquisition may have lacked effective
controls, procedures and policies;


Possible write-offs or impairment charges resulting from acquisitions;


Unanticipated or unknown liabilities relating to acquired businesses; and


The need to integrate acquired businesses accounting, management information, manufacturing, human resources, and other administrative systems to permit effective management.
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Furthermore, acquisitions may have an adverse impact on our financial condition and results of operations, including a potential adverse impact on our gross margins.
Future acquisitions could result in the need to obtain financing on unfavorable terms, including dilutive equity issuances.
Future acquisitions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses, and write-offs of goodwill, any of
which could harm our operating results or financial condition. Future acquisitions may also require us to obtain additional equity or debt financing, which may not be available on favorable terms or at
all.
Changes to our enterprise resource planning and other key software applications could cause unexpected problems to occur and disrupt the management of our business.
We recently replaced our enterprise resource planning (ERP) system as well as other key software applications used in our global operations. Our ERP system and related applications are
integral to our ability to accurately and efficiently maintain our books and records, manage royalty and product revenue streams, record our transactions, provide critical information to our
management, and prepare our financial statements. Any unexpected difficulties resulting from these replacement efforts, could adversely affect our operating results and the accuracy and timely
reporting of those results.
We are dependent upon our relationships within the entertainment industry, and the failure to maintain such relationships could materially harm our business.
If we fail to maintain and expand our relationships with a broad range of entertainment industry participants, including film studios, broadcasters, video game designers, music producers,
mobile media content producers, and OEMs, our business and prospects could be materially harmed. Relationships have historically played an important role in the entertainment markets that we
serve. For example, sales of our products and services are particularly dependent upon our relationships with the major film studios and broadcasters, and licensing of our technologies is particularly
dependent upon our relationships with system licensees, software vendors, and IC manufacturers. If we fail to maintain and strengthen these relationships, these entertainment industry participants
may be less likely to purchase and use our technologies, products, and services, or create content incorporating our technologies, which could materially harm our business and prospects. Additionally,
if major entertainment industry participants form strategic relationships that exclude us, whether in licensing, products, or services, our business and prospects could be materially adversely affected.
We face diverse risks in our international business, which could adversely affect our operating results.
We are dependent on international sales for a substantial amount of our total revenue. For fiscal 2009, 2010, and 2011, revenue from outside the U.S. was 65%, 66%, and 68% of our total
revenue, respectively. We expect that international and export sales will continue to represent a substantial portion of our revenue for the foreseeable future. This future revenue will depend to a large
extent on the continued use and expansion of our technologies in entertainment industries worldwide.
Due to our reliance on sales to customers outside the U.S., we are subject to the risks of conducting business internationally, including:



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Our ability to enforce our contractual and intellectual property rights, especially in those foreign countries that do not recognize and enforce intellectual property rights to the same
extent as do the U.S., Japan, and European countries, which increases the risk of unauthorized and uncompensated use of our technologies;


U.S. and foreign government trade restrictions, including those which may impose restrictions on importation of programming, technology, or components to or from the U.S. States;
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In many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by U.S. regulations applicable to us such as the
Foreign Corrupt Practices Act and U.S. export controls. Although we implement policies and procedures designed to ensure compliance with the Foreign Corrupt Practices Act and U.S. export
controls, there can be no assurance that all of our employees, distributors, dealers, and agents will not take actions in violation of our policies or these regulations. Any such violation, even if
prohibited by our policies, could have an adverse effect on our business.
We face risks associated with complying with international employment laws.
A significant number of our employees are located outside the U.S. This means we have exposure to changes in foreign laws governing our relationships with our employees, which could
have a direct impact on our operating costs. Expansion into international markets has required, and will require, significant management attention and resources. We incur additional legal compliance
costs associated with our international operations and could become subject to legal penalties in foreign countries if we do not comply with local employment laws and regulations, which may be
substantially different from those in the U.S.
Revisions to patent laws and regulations in the U.S. and abroad may adversely impact our ability to obtain, license, and enforce our patent rights.
Our licensing business depends in part on the uniform and consistent treatment of patent rights in the U.S. and abroad. Changes to the patent laws and regulations in the U.S. and abroad may
limit our ability to obtain, license, and enforce our rights. Additionally, court and administrative rulings may interpret existing patent laws and regulations in ways that adversely affect our ability to
obtain, license, and enforce our patents. For example, recent rulings by the U.S. Supreme Court concerning injunctions may make it more difficult, under some circumstances, for us to obtain
injunctive relief against a party that has been found to infringe one or more of our patents, and rulings regarding patent challenges by licensees could potentially make it easier for our licensees to
challenge our patents even though they have already agreed to take a license.
Our stock repurchase program may be suspended or terminated at any time, which may result in a decrease in our stock price.
Our stock repurchase program, whereby we may continue to repurchase shares of our Class A common stock, may reduce the public float of shares available for trading on a daily basis. Such
purchases may be limited, suspended, or terminated at any time without prior notice. There can be no assurance that we will buy additional shares of our Class A common stock under our stock
repurchase program or that any future repurchases will have a positive impact on our stock price or earnings per share. Important factors that could cause us to discontinue or

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Our ability to comply with applicable international laws and regulations governing our business and operations, including local consumer and safety laws, as well as license
requirements;



Foreign government taxes, regulations, and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the U.S. States, and other
laws limiting our ability to repatriate funds to the U.S. States;


Burdens of complying with a variety of foreign laws;


Changes in diplomatic and trade relationships;


Difficulty in establishing, staffing, and managing foreign operations;


Adverse fluctuations in foreign currency exchange rates and interest rates, including risks related to any interest rate swap or other hedging activities we undertake;


Political or social instability, natural disasters, war or events of terrorism; and


The strength of international economies.
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decrease our share repurchases include, among others, unfavorable market conditions, the market price of our Class A common stock, the nature of other investment or strategic opportunities
presented to us from time to time, the rate of dilution of our equity compensation programs, our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to purchase
shares under the stock repurchase program, and the availability of funds necessary to continue purchasing stock. If we curtail our repurchase program, our stock price may be negatively affected.
Fluctuations in our operating results and other factors may contribute to the volatility of the market price of our stock.
A number of factors, many of which are outside our control, may cause or contribute to significant fluctuations in our quarterly and annual revenue and operating results. These fluctuations
may make financial planning and forecasting more difficult. In addition, these fluctuations may result in unanticipated decreases in our available cash, which could negatively impact our business and
prospects, and could increase the volatility of our stock price. Factors that may cause or contribute to fluctuations in our operating results and revenue or the volatility of the market price of our stock
include those risks set forth in this section as well as the following:















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Fluctuations in demand for our products and for the digital entertainment products of our licensees;


Adverse developments in general economic conditions;



The amount and timing of our operating costs, capital expenditures, and related charges, including those related to the expansion or consolidation of our business, operations, and
infrastructure;


Changes in business cycles that affect the markets in which we sell our products and services or the markets for consumer entertainment products incorporating our technologies;


Fluctuations in the timing of royalty reports we receive from our licensees, including late or sporadic reports;


Variations in the time-to-market of our technologies in the entertainment industry markets in which we operate;


Corrections to licensees reports received in periods subsequent to those in which the original revenue was reported;



The announcement, introduction, or enhancement of technologies, products, and services, by us, our licensees, and our competitors, and market acceptance of these new or enhanced
technologies, products, and services;


Rapid, wholesale changes in technology in the entertainment industries in which we compete;



Events and conditions in the cinema industry, including box office receipts that affect the number of theaters constructed, the number of movies produced and exhibited, the general
popularity of motion pictures, and strikes by cinema industry participants;


The financial resources of cinema exhibitors available to buy our products or to equip their theaters to accommodate upgraded or new technologies;


Consolidation by participants in the markets in which we compete, which could result among other things in pricing pressure;


Seasonal electronics product shipment patterns by our system licensees, particularly in the first quarter, which generally result in revenue in the second quarter;



The impact of, and our ability to react to, interruptions in the entertainment distribution process, including as a result of work stoppages at our facilities, our customers facilities, and
other points throughout the entertainment distribution process;
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One or more of the foregoing or other factors may cause our operating expenses to be disproportionately higher or lower or may cause our revenue and operating results to fluctuate
significantly in any particular quarterly or annual period. Consequently, results from prior periods are not necessarily indicative of the results of future periods.
Changes in tax rates and exposure for additional income tax liabilities or adverse outcomes resulting from examinations of our tax returns could adversely affect our operating results and
financial condition.
Changes in the valuation of our deferred tax assets and liabilities, the geographic mix of our revenue, or by changes in tax laws or their interpretation could all favorably or unfavorably affect
our future effective tax rates. We file income tax returns in the U.S. and in several U.S. state and foreign jurisdictions, and must use judgment in determining our worldwide provision for income
taxes. For example, the following could adversely affect our income taxes:









We are subject to the periodic examination of our income tax returns by tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine
the adequacy of our provision for income taxes. There can be no assurance, however, that the outcomes from these continuous examinations will not have an adverse effect on our operating results
and financial condition. Additionally, due to the evolving nature of tax rules combined with the large number of jurisdictions in which we operate, it is possible that our estimates of our tax liability
and the realizability of our deferred tax assets could change in the future, which may result in additional tax liabilities and adversely affect our results of operations, financial condition, and cash flows.

30


Adverse outcomes of litigation or governmental proceedings, including any foreign, federal, state, or local tax assessments or audits;


Repurchases we make of our common stock;


Costs of litigation and intellectual property protection;


Exchange rate fluctuations between the U.S. dollar and other currencies;


Variations between our operating results and published analysts expectations; and


Announcements by our competitors or significant customers.


Earnings being lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates;


Changes in the valuation of our deferred tax assets and liabilities;


Expiration of or lapses in the R&D tax credit laws;


Fluctuations in tax exempt interest income;


Transfer pricing adjustments;


Tax effects of nondeductible compensation;


Tax costs related to intercompany realignments;


Changes in accounting principles; or



Changes in tax laws and regulations, including possible U.S. changes to the taxation of earnings of our foreign subsidiaries, the deductibility of expenses attributable to foreign income,
or the foreign tax credit rules.
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If securities or industry analysts publish inaccurate or unfavorable research about our business or if our operating results do not meet or exceed their projections, our stock price could
decline.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who
cover us or our industry downgrade our stock or the stock of other companies in our industry, or publish inaccurate or unfavorable research about our business or industry, or if our operating results do
not meet or exceed their projections, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our
stock could decrease, which might cause our stock price and trading volume to decline.
Any inability to protect our intellectual property rights could reduce the value of our products, services, and brand.
Our business is dependent upon protecting our patents, trademarks, trade secrets, copyrights, and other intellectual property rights. Licensing revenue represented 83%, 77%, and 83% of our
total revenue in the fiscal years 2009, 2010, and 2011, respectively. Effective intellectual property rights protection, however, may not be available under the laws of every country in which our
products and services and those of our licensees are distributed. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our
intellectual property rights could harm our business or our ability to compete.
In addition, protecting our intellectual property rights is costly and time consuming. We have taken steps in the past to enforce our intellectual property rights and expect do so in the future.
However, it may not be practicable or cost effective for us to enforce our intellectual property rights fully, particularly in some countries or where the initiation of a claim might harm our business
relationships. If we are unable to successfully identify and stop unauthorized use of our intellectual property, we could experience increased operational and enforcement costs, which could adversely
affect our financial condition and results of operations.
We generally seek patent protection for our innovations. However, it is possible that some of these innovations may not be protectable, or we may choose not to protect particular innovations
that later turn out to be important, due to the high costs of obtaining patent protection. Even where we do have patent protection, the scope of such protection may be insufficient to prevent third
parties from designing around our particular patent claims. Furthermore, there is always the possibility that an issued patent may later be found to be invalid or unenforceable. We also seek to
maintain select intellectual property as trade secrets. Third parties or our employees could intentionally or accidentally compromise the intellectual property that we maintain as trade secrets, which
would cause us to lose the competitive advantage resulting from them.
Our customers who are also our current or potential competitors may choose to use their own or competing technologies rather than ours.
We face competitive risks in situations where our customers are also current or potential competitors. For example, Sony and Microsoft are significant licensee customers and Sony is a
significant purchaser of our broadcast products and services, but Sony and Microsoft are also competitors with respect to some of our consumer, broadcast, and cinema technologies. To the extent that
our customers choose to use competing technologies they have developed or in which they have an interest, rather than use our technologies, our business and operating results could be adversely
affected.
We face competition from other audio formats.
We believe that the success we have had licensing our surround sound technologies to system licensees is due, in part, to the strength of our brand and the perception that our technologies
provide a high quality solution for surround sound. However, both free and proprietary sound technologies are becoming increasingly prevalent, and we expect competitors to continue to enter this
field with other solutions. Furthermore, to the extent that customers perceive our competitors solutions to provide the same advantages as our technologies at a lower or

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comparable price, there is a risk that these customers may treat sound encoding technologies such as ours as commodities, resulting in loss of status of our technologies, decline in their use, and
significant pricing pressure. The commoditization of our audio technologies, as opposed to treatment as a premium solution, could adversely affect our business, operating results, and prospects.
The loss of or delay in operations of one or more of our key suppliers could materially delay or stop the production of our products and impair our ability to generate revenue.
Our reliance on outside suppliers for some of the key materials and components we use in manufacturing our products involves risks, including limited control over the price, timely delivery,
and quality of such components. We have no formal agreements in place with our suppliers for the continued supply of materials and components. Although we have identified alternate suppliers for
most of our key materials and components, any required changes in our suppliers could cause material delays in our production operations and increase our production costs. In addition, at times our
suppliers have not been, and in the future may not be, able to meet our production demands as to volume, quality, or timeliness.
Moreover, we rely on sole source suppliers for some of the components that we use to manufacture our products, including specific charged coupled devices, light emitting diodes, and digital
signal processors. These sole source suppliers may become unable or unwilling to deliver these components to us at an acceptable cost or at all, which could force us to redesign those specific
products.
Our inability to obtain timely delivery of key components of acceptable quality, any significant increases in the prices of components, or the redesign of our products could result in material
production delays, increased costs, and reductions in shipments of our products, any of which could increase our operating costs, harm our customer relationships, or materially and adversely affect
our business and operating results.
Revenue from our products may suffer if our production processes encounter problems or if we are not able to match our production capacity to fluctuating levels of demand.
Our products are highly complex and production difficulties or inefficiencies can interrupt production, resulting in our inability to deliver products on time in a cost effective manner, which
could harm our competitive position. We have a single production facility and increasingly use contract manufacturers for a significant portion of our production capacity. Our reliance on contract
manufacturers for the manufacture of our products involves risks, including limited control over timely delivery and quality of such products. For example, during the first quarter of fiscal 2012,
severe flooding in Thailand impacted the facility of a contract manufacturer to which we were transferring manufacturing operations. We are now planning to transfer manufacturing operations to a
different facility and we also are undertaking a contingency plan to increase our available supply of product. However, we continue to monitor the Thailand situation and conditions could worsen. If
production of our products is interrupted, we may not be able to manufacture products on a timely basis. A shortage of manufacturing capacity for our products could adversely affect our operating
results and damage our customer relationships. We are unable to quickly adapt our manufacturing capacity to rapidly changing market conditions and a contract manufacturer may encounter similar
difficulties. Likewise, we may be unable to quickly respond to fluctuations in customer demand or contract manufacturer interruptions. At times we underutilize our manufacturing facilities as a result
of reduced demand for some of our products. Any inability to effectively respond to fluctuations in customer demand for our products or contract manufacturer interruptions may adversely affect our
gross margins.
Our products, from time to time, experience quality problems that can result in decreased sales and higher operating expenses.
Our products are complex and sometimes contain undetected software or hardware errors, particularly when first introduced or when new versions are released. In addition, to the extent that
we engage contract manufacturers, we do not have as much control over manufacturing which could result in quality problems.

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Furthermore, our products are sometimes combined with or incorporated into products from other vendors, sometimes making it difficult to identify the source of a problem. These errors could result
in a loss of or delay in market acceptance of our products or cause delays in delivering them and meeting customer demands, any of which could reduce our revenue and raise significant customer
relations issues. In addition, if our products contain errors we could be required to replace or reengineer them, which would increase our costs. Moreover, if any such errors cause unintended
consequences, we could incur substantial costs in defending and settling product liability claims. Although we generally attempt to contractually limit liability for defective products to the cost of
repairing or replacing these products, if these contract provisions are not enforced, or are unenforceable for any reason, or if liabilities arise that are not effectively limited, we could incur substantial
costs in defending and settling product liability claims.
Licensee products that incorporate our technologies, from time to time, experience quality problems that could damage our brand, decrease revenue, and increase operating expenses.
Newly introduced and new versions of licensee products that incorporate our technologies are complex and may contain undetected software or hardware errors. In addition, the combination
or incorporation of these newly introduced products with products from other companies can make it difficult to identify the source of a problem. Any negative publicity or negative impact relating to
these product problems could adversely affect the perception of our brand. In addition, these errors could result in loss of, or delay in, market acceptance of those products or Dolby technologies, or
cause delays in delivering them and meeting customer demands, any of which could reduce our revenue and raise significant customer relations issues. Although we generally attempt to contractually
limit our liability for our licensees defective products, we may elect to help reengineer those products, which could adversely affect our operating results.
A loss of one or more of our key customers or licensees in any of our markets could adversely affect our operating results.
From time to time, one or a small number of our customers or licensees may represent a significant percentage of our products, services, or licensing revenue. For example, revenue from our
largest customer represented approximately 13% of total revenue for fiscal 2011. Although we have agreements with many of these customers, these agreements typically do not require any minimum
purchases or minimum royalty fees and do not prohibit customers from purchasing products and services from competitors. A decision by any of our major customers or licensees not to use our
technologies, or their failure or inability to pay amounts owed to us in a timely manner, or at all, whether due to strategic redirections or adverse changes in their businesses or for other reasons, could
have a significant adverse effect on our operating results.
We are subject to various environmental laws and regulations that could impose substantial costs upon us and may adversely affect our business, operating results, and financial condition.
Some of our operations use substances regulated under various federal, state, local, and international laws governing the environment, including those governing the discharge of pollutants
into the air and water, the management, disposal, and labeling of hazardous substances and wastes, and the cleanup of contaminated sites. We could incur costs, fines, and civil or criminal sanctions,
third party property damage or personal injury claims, or could be required to incur substantial investigation or remediation costs, if we were to violate or become liable under environmental laws.
Liability under environmental laws can be joint and several and without regard to comparative fault. The ultimate costs under environmental laws and the timing of these costs are difficult to predict.
New environmental laws and regulations could impact our operating results.
We expect that new environmental laws and regulations, introduced on an ongoing basis, will have the potential to affect our manufacturing and licensing operations. Although we cannot
predict the ultimate impact of

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any such new laws and regulations, they will likely result in additional costs or decreased revenue, and could require that we redesign or change how we manufacture our products, any of which could
have a material adverse effect on our business.
We could incur substantial costs due to regulations regarding the composition of our products, which may adversely affect our business, operating results, and financial condition.
We face increasing complexity in our product design as we adjust to new and future requirements relating to the materials composition of our products. For example, we redesigned our
products so we could continue to offer them for sale within the European Union, when restrictions on lead and other hazardous substances that apply to specified electronic products put on the market
in the European Union became effective in 2006. Similar requirements related to marking of electronic products became effective in China in 2007. For some products, substituting particular
components containing regulated hazardous substances is more difficult or costly, and additional redesign efforts could result in production delays. Selected electronic products that we maintain in
inventory may be rendered obsolete if not in compliance with the new environmental laws, which could negatively impact our ability to generate revenue from those products.
Continued global credit market weakness could negatively impact the value and liquidity of our investment portfolio.
We maintain an investment portfolio of various holdings, types, and maturities, including money market funds, U.S. treasury and agency securities, municipal debt securities, corporate bonds,
and commercial paper. Although we follow an established investment policy and seek to minimize the credit risk associated with investments, these investments are subject to general credit, liquidity,
market, and interest rate risks. Any downgrades, losses, failed auctions or other significant deterioration in the fair value of our cash, cash equivalents or investments could negatively impact our
investments or our ability to meet our investment objectives. Such negative impact, should it arise, could require an impairment charge, which would adversely impact our financial results.
We face risks associated with international trade and currency exchange.
We maintain sales, marketing, and business operations in foreign countries. Consequently, we are exposed to fluctuations in exchange rates associated with the local currencies of our foreign
business operations. While we derive nearly all of our revenue from transactions denominated in U.S. dollars, nearly all of our costs from our foreign operations are denominated in the currency of
that foreign location. Consequently, exchange rate fluctuations between the U.S. dollar and other currencies could have a material impact on our profitability.
We rely on distributors that we do not control.
We rely significantly on a global network of independent, regional distributors to market and distribute our cinema and broadcast products. Our distributor arrangements are non-exclusive and
our distributors are not obligated to buy our products and can represent competing products. The loss of a major distributor or the inability or unwillingness of our distributors to dedicate the resources
necessary to promote our portfolio of products could adversely affect our revenue. For example, the recent flooding in Thailand is expected to adversely affect product sales by our regional distributor.
Furthermore, our distributors could retain product channel inventory levels that exceed future anticipated sales, which could adversely affect future sales to those distributors. In addition, failures of
our distributors to adhere to our policies or other ethical practices could adversely affect us. For example, while we have implemented policies designed to promote compliance with the Foreign
Corrupt Practices Act, export controls, and local laws, we do not have direct control over the business and risk management policies adopted by our distributors, and they could act contrary to our
policies.

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For the foreseeable future, Ray Dolby or his affiliates will be able to control the selection of all members of our board of directors, as well as virtually every other matter that requires
stockholder approval, which will severely limit the ability of other stockholders to influence corporate matters.
At September 30, 2011, Ray Dolby and his affiliates owned 100 shares of our Class A common stock and 57,409,000 shares of our Class B common stock. As of September 30, 2011, Ray
Dolby and his affiliates, including his family members, had voting power of approximately 99.7% of our outstanding Class B common stock, which in the aggregate represented approximately 91.5%
of the combined voting power of our outstanding Class A and Class B common stock. Under our certificate of incorporation, holders of Class B common stock are entitled to ten votes per share while
holders of Class A common stock are entitled to one vote per share. Generally, shares of Class B common stock automatically convert into shares of Class A common stock upon transfer of such Class
B common stock, other than transfers to certain specified persons and entities, including the spouse and descendants of Ray Dolby and the spouses and domestic partners of such descendants.
Because of this dual class structure, Ray Dolby, his affiliates, and his family members and descendants will, for the foreseeable future, have significant influence over our management and
affairs, and will be able to control virtually all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as mergers or other sales of our
company or assets, even if they come to own considerably less than 50% of the total number of outstanding shares of our Class A and Class B common stock. Ray Dolby, his affiliates, his family
members, and descendants will maintain this control even if in the future they come to own considerably less than 50% of the total number of outstanding shares of our Class A and Class B common
stock.
Moreover, these persons may take actions in their own interests that our stockholders do not view as beneficial. Absent a transfer of Class B common stock that would trigger an automatic
conversion as described above, there is no threshold or time deadline at which the shares of Class B common stock will automatically convert into shares of Class A common stock.
Assuming conversion of all shares of Class B common stock held by persons not affiliated with Ray Dolby into shares of Class A common stock, so long as Ray Dolby and his affiliates, his
family members, and descendants continue to hold shares of Class B common stock representing approximately 10% or more of the total number of outstanding shares of our Class A and Class B
common stock, they will hold a majority of the combined voting power of the Class A and Class B common stock.
Future sales of shares by insiders could cause our stock price to decline.
If our founder, officers, directors or employees sell, or indicate an intention to sell, substantial amounts of our Class A common stock in the public market, including shares of Class A
common stock issuable upon conversion of shares of Class B common stock, the trading price of our Class A common stock could decline. As previously announced, Ray Dolby as Trustee of the Ray
Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999 adopted a Rule 10b5-1 trading plan in the second quarter of fiscal 2011 to sell a total of up to 3 million shares of the
Companys Class A common stock (or approximately 5.1% of Ray Dolbys direct and indirect holdings at the time) in compliance with Rule 144 under the Securities Act of 1933, as amended (the
Securities Act). Sales under the trading plan commenced in May 2011, are based on pre-established stock price thresholds, and are subject to daily volume limits. The trading plan will expire once
all of the shares have been sold or on May 31, 2012, whichever is earlier. We cannot predict the effect the trading plan sales may have on the future trading prices of our Class A common stock. As of
September 30, 2011, we had a total of 109,420,100 shares of Class A and Class B common stock outstanding. Of these shares, 31,625,000 shares of Class A common stock were sold in our initial
public offering by us and the selling stockholders, and an additional 8,000,000 shares of Class A common stock were sold in a secondary offering in May 2007 by our principal stockholder.
As of September 30, 2011, our directors and executive officers beneficially held 57,419,000 shares of Class B common stock, 86,814 shares of Class A common stock, vested options to
purchase 30,000 shares of Class B common stock and vested options to purchase 525,443 shares of Class A common stock. We expect that any sale of our Class A common stock by our directors and
executive officers would be subject to compliance with Rule 144 under the Securities Act.

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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
Facilities
Our principal corporate office, which we lease from the Dolby Family Trust, is located at 100 Potrero Avenue, San Francisco, California. This office provides approximately 70,000 square
feet of space. The lease for this office expires on December 31, 2013, but we have options to renew the lease for two additional five-year terms.
Ray and Dagmar Dolby, the Ray Dolby Trust, or the Dolby Family Trust own a majority financial interest in real estate entities that own and lease to us certain of our other facilities in
California and the United Kingdom. We own the remaining financial interests in these real estate entities. We lease from these real estate entities approximately 122,000 square feet of space at 999
Brannan Street, San Francisco, California for our principal administrative offices, approximately 45,000 square feet of space in Brisbane, California for manufacturing facilities and approximately
19,000 square feet of space in Burbank, California for research and development, sales, services, and administrative facilities. In addition, we lease from these real estate entities approximately 75,000
square feet of space in Wootton Bassett, England, which was used for manufacturing, sales, services and administrative facilities. In fiscal 2009, we consolidated our Wootton Bassett, U.K.
manufacturing operations into our Brisbane, California facility to improve efficiencies. We continue to use the Wootton Bassett facilities for sales and services. The leases for these facilities expire at
various times through 2015.
We also lease additional research and development, sales, product testing, and administrative facilities from third parties in California, New York, Indiana, Pennsylvania, and internationally,
including in Asia, Europe, Australia, Canada, and Brazil.
We believe that our current facilities are adequate to meet our needs for the near future and that suitable additional or alternative space will be available on commercially reasonable terms to
accommodate our foreseeable future operations.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal proceedings from time to time arising from the normal course of business activities, including claims of alleged infringement of intellectual property rights,
commercial, employment, and other matters. In our opinion, resolution of these pending matters is not expected to have a material adverse impact on our operating results or financial condition. Given
the unpredictable nature of legal proceedings, it is possible that an unfavorable resolution of one or more such proceedings could materially affect our future operating results or financial condition in
a particular period; however, based on the information known by us as of the date of this filing and the rules and regulations applicable to the preparation of our financial statements, any such amount
is either immaterial or it is not possible to provide an estimated amount of any such potential loss.
ITEM 4. (Removed and Reserved)

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PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Class A common stock is traded on the New York Stock Exchange (the NYSE) under the symbol DLB. The following table sets forth the range of high and low sales prices on the
NYSE of the Class A common stock for the periods indicated, as reported by the NYSE. Such quotations represent inter dealer prices without retail markup, markdown, or commission and may not
necessarily represent actual transactions.

Our Class B common stock is neither listed nor publicly traded.
As of November 9, 2011, there were approximately 18 holders of record of our Class A common stock and 48 holders of record of our Class B common stock. The number of beneficial
stockholders is substantially greater than the number of holders of record because a large portion of our common stock is held through brokerage firms.
Dividend Policy
We have never declared nor paid any cash dividend on our common stock. We currently intend to retain any future earnings and do not currently plan to pay any dividends in the immediate
future. The payment of future dividends on the common stock and the rate of such dividends, if any and when not restricted, will be determined by our board of directors in light of our results of
operations, financial condition, capital requirements, and any other relevant factors.
Sales of Unregistered Securities
In the fiscal quarter ended September 30, 2011, we issued an aggregate of 28,793 shares of our Class B common stock to certain employees, officers, and directors upon the exercise of options
awarded under our 2000 Stock Incentive Plan; since October 1, 2011 through November 9, 2011, we issued an aggregate of 6,762 shares of our Class B common stock to certain employees and
officers upon the exercise of options awarded under our 2000 Stock Incentive Plan. We received aggregate proceeds of less than $0.1 million in both the fiscal quarter ended September 30, 2011 and
the period since October 1, 2011 through November 9, 2011 as a result of the exercise of these options. We believe these transactions were exempt from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act) in reliance on Rule 701 thereunder as transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under
Rule 701. As of November 9, 2011 options to purchase an aggregate of 259,844 shares of our Class B common stock remain outstanding. All issuances of shares of our Class B common stock
pursuant to the exercise of these options will be made in reliance on Rule 701. All option grants made under the 2000 Stock Incentive Plan were made prior to the effectiveness of our initial public
offering. No further option grants will be made under our 2000 Stock Incentive Plan.
None of the foregoing transactions involved any underwriters, underwriting discounts, or commissions, or any public offering.

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Fiscal 2010 Fiscal 2011
High Low High Low
First Quarter $ 47.80 $ 37.25 $ 69.69 $ 56.69
Second Quarter 59.73 47.02 68.88 46.80
Third Quarter 69.72 58.09 51.59 41.44
Fourth Quarter 70.14 52.19 45.36 27.36
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Each share of our Class B common stock is convertible into one share of our Class A common stock at any time, at the option of the holder or upon the affirmative vote of the holders of a
majority of the shares of Class B common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, except for
certain transfers described in our amended and restated certificate of incorporation.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information regarding our purchases of our Class A Common stock, $0.001 par value per share, during the fourth quarter of fiscal 2011:


38

Total Number
of Shares
Purchased
Average Price
Paid per Share (1)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)
Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs (3)
July 2, 2011 - July 29, 2011 511,264 $ 42.29 511,264 $ 394.6 million
July 30, 2011 - August 26, 2011 408,629 34.14 408,629 $ 380.7 million
August 27, 2011 - September 30, 2011 470,258 30.45 470,258 $ 366.4 million

Total 1,390,151 1,390,151


(1) Excludes commission costs
(2) Shares of Class A common stock were purchased under a $250.0 million stock repurchase program announced on November 3, 2009, which was subsequently increased by $300.0 million and
$250.0 million announced on July 27, 2010 and August 4, 2011, respectively. The stock repurchase program does not have an expiration date. Stock repurchases under this program may be
made through open market transactions, negotiated purchases, or otherwise, at times and in such amounts as we consider appropriate.
(3) Amounts shown in this column reflect amounts remaining under the stock repurchase program.
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Stock Price Performance Graph
The following graph compares the total return of our Class A common stock with the total return for the New York Stock Exchange Composite Index (the NYSE Composite) and the Russell
3000 Index (the Russell 3000) for the five fiscal years ended September 30, 2011. The figures represented below assume an investment of $100 in our Class A common stock at the closing price of
$19.85 on September 29, 2006, and in the NYSE Composite and the Russell 3000 on the same date and the reinvestment of dividends into shares of common stock. The comparisons in the table are
required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our Class A common stock. This graph shall not be deemed
filed for purposes of Section 18 of Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities under that Section, and shall not be deemed to be
incorporated by reference into any of our filings under the Securities Act or the Exchange Act. Information used in the graph was obtained from a third party investment research firm, a source
believed to be reliable, but we are not responsible for any errors or omissions in such information.


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ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction with Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, and
our audited consolidated financial statements and the accompanying notes included elsewhere in this filing. The consolidated statements of operations and balance sheets data for the fiscal years ended
September 28, 2007 and September 26, 2008 were derived from our audited consolidated financial statements not included in this report. The consolidated statements of operations and balance sheets
data for the fiscal years ended September 25, 2009, September 24, 2010, and September 30, 2011, were derived from our audited consolidated financial statements included in this report. The
historical results presented below are not necessarily indicative of financial results to be achieved in future periods. Fiscal 2011 consisted of 53 weeks, while all other fiscal years presented consisted
of 52 weeks.



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Fiscal Year End

September 28,
2007
September 26,
2008
September 25,
2009
September 24,
2010
September 30,
2011
(in thousands, except per share amounts)
Operations:
Revenue $ 482,028 $ 640,231 $ 719,503 $ 922,713 $ 955,505
Gross margin (1) 407,763 572,454 654,735 790,898 844,334
Operating expenses (2) 220,811 285,671 291,069 361,517 414,601
Income before provision for income taxes 209,416 301,802 371,419 437,012 440,643
Net income attributable to Dolby Laboratories, Inc. 142,831 199,458 242,991 283,447 309,267
Net income per share
Basic $ 1.31 $ 1.79 $ 2.15 $ 2.50 $ 2.78
Diluted $ 1.26 $ 1.74 $ 2.11 $ 2.46 $ 2.75
Weighted-average shares outstanding
Basic 109,202 111,492 113,101 113,452 111,444
Diluted 113,573 114,781 115,367 115,388 112,554
Stock-based compensation included above was as follows:


(1) Cost of sales $ 1,059 $ 1,030 $ 679 $ 553 $ 824
(2) Operating expenses 18,782 21,680 21,743 28,262 42,841

September 28,
2007
September 26,
2008
September 25,
2009
September 24,
2010
September 30,
2011
(in thousands)
Cash and cash equivalents $ 368,467 $ 394,761 $ 451,678 $ 545,861 $ 551,512
Working capital 590,214 491,196 744,254 894,657 999,213
Short-term and long-term investments 304,441 300,663 489,746 493,106 664,078
Total assets 991,697 1,336,146 1,581,315 1,711,772 1,884,387
Long-term debt 9,691 7,782 5,825
Total stockholders equityDolby Laboratories, Inc. 797,156 1,049,253 1,341,108 1,473,737 1,663,513
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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number
of factors, including but not limited to risks described in Item 1A, Risk Factors and elsewhere in this Annual Report on Form 10-K.
Overview
Dolby Laboratories has partnered with the entertainment industry for more than 45 years. We provide the products, services, and technologies used to capture and render a superior experience
for consumers of entertainment content, regardless of how or where that content is enjoyed. To achieve this we leverage our core competencies, from expertise in signal processing and compression
technology, to our ability to develop and deliver compatible tools and technologies for each stage of the content creation, distribution, and playback process. Specifically, we provide products and
services to help content creators encode in our premium formats, deliver the products, tools, and technologies for distributors to support these formats, and license decoding technologies to the
manufacturers of entertainment devices to ensure that content is ultimately experienced as the creator and distributor intended.
Over the years we have introduced innovations that have significantly improved audio entertainment, such as noise reduction for the recording and cinema industries and surround sound for
cinema and home entertainment. Today we derive the vast majority of our revenue from our audio technologies.
Looking forward, we see a number of industry trends that create opportunities for the future growth of our audio business, including the ongoing global transition from analog to digital
television and the increasing use of portable devices, such as tablets and smart phones, to play back digital content. We believe our portfolio of technologies and solutions optimize the audio
experience for portable devices, providing a rich, clear, and immersive sound, while also meeting the compression needs of the limited bandwidth channels of online and cellular networks.
We see opportunities to extend our core competencies beyond audio solutions. For example, we believe that significant improvements can be made in the technology currently used to deliver
premium video to displays, and that we have identified solutions that can substantially improve the video experience. Similarly, we believe the clarity and quality of voice communications can be
improved through the application of our existing audio technologies in areas such as multi-party conferencing.
Business Model
We generate revenue by licensing technologies to original equipment manufacturers (OEM) of consumer entertainment (CE) products and software vendors. We also generate revenue by
selling products and related services to creators and distributors of entertainment content.
We work with the global entertainment industry in three principal ways:



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First, we offer products and services to content creators and distributors, such as studios and television broadcasters, including satellite and cable operators, and increasingly, content
streaming and download service providers. These content creators and distributors use our products, services, and technologies to encode content, creating a rich, clear, and immersive
audio experience for consumers.



Second, we license our technologies, such as Dolby Digital, Dolby Digital Plus, and Dolby Pulse, to OEMs and software vendors for use with consumer products that decode and play
back audio content encoded with our proprietary technologies.
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We license our technologies to OEMs and software vendors in 46 countries and our licensees distribute products incorporating our technologies throughout the world. Additionally, we sell our
products and provide services in over 80 countries. In fiscal 2009, 2010, and 2011, revenue from outside of the U.S. was 65%, 66%, and 68% of our total revenue, respectively. Geographic data for
our licensing revenue is based on the location of our licensees headquarters. Products revenue is based on the destination to which we ship our products, while services revenue is based on the
location where services are performed.
Opportunities, Challenges, and Risks
Our revenue increased 4% in fiscal 2011 from fiscal 2010. Our licensing and products markets are characterized by rapid technological changes, new and improved product introductions,
changing customer demands, evolving industry standards, changing licensee needs, and product obsolescence. Additionally, as described below, our licensing revenue is subject to uncertainties and
market and technology trends relating to market growth as well as the mix of CE products incorporating our technologies. Our licensing business could be affected by adverse changes in general
economic conditions because our technologies are incorporated in CE products, many of which are discretionary goods. Furthermore, as described below, our products business and revenue are
subject to intense competition and uncertainties relating to the transition to 3D cinema, and events and uncertainties relating to purchasing decisions by our customers. Our product sales are likely to
be materially affected if demand for our 3D products does not improve.
Licensing
Licensing revenue constitutes the majority of our total revenue, representing 83%, 77%, and 83% of total revenue in fiscal 2009, 2010, and 2011, respectively. We categorize our licensing
revenue into the following markets (items listed in each market incorporate our technologies):








The growth of the Internet, accompanied by a shift toward online content consumption, has resulted in a global consumer trend toward an array of online streaming and download services.
Content creators are increasingly focused on delivering content across a multitude of media and devices with varying bandwidth and performance requirements, including PCs, connected TVs, set-top
boxes, gaming consoles, connected Blu-ray Disc players, and mobile devices. Many of these devices are increasingly designed to capture and send content through improved camera and WiFi
technologies, as well as play back rich media experiences. This increasingly complex array of devices, aimed at both creating and consuming content, presents a challenge for content

42



Third, we work directly with standards-setting organizations to promote adoption of our technologies in their specifications in order to ensure a common standard across devices and
improve the overall consumer experience. Today, our technologies are standard in a wide range of CE products, including virtually all DVD players, Blu-ray Disc players, audio/video
receivers, and personal computer (PC) DVD software players.


PC market: primarily consists of software DVD players and Microsoft Windows operating systems


Broadcast market: primarily consists of televisions and set-top boxes


CE market: primarily consists of DVD players and recorders, Blu-ray Disc players, audio/video receivers, and home-theater-in-a-box systems


Other markets:


Mobile primarily consists of cell phones and other mobile devices


Gaming primarily consists of video game consoles


Licensing services revenue from the administration of joint licensing programs


Automotive primarily consists of in-car DVD players.
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creators and device manufacturers looking to ensure consistent audio quality. We believe this challenge provides an opportunity similar to that of digital broadcast, whereby we can deliver the
industry solutions to optimize the audio experience across the online and portable device ecosystem.
In the area of content creation and delivery, our technologies are included in DVD, Blu-ray Disc, and certain broadcast standards. We are working to extend our technologies to online delivery
services. We work with a growing number of online content aggregators, including Netflix, Amazon, VUDU, Apple, and the Roxio Now platform, to encode video and audio content with our
technologies. We also work with leading music services such as Rhapsody and Omnifone to adopt our audio encoding tools for a rich music experience.
Our PC market represented approximately 35%, 36%, and 30% of our licensing revenue in fiscal 2009, 2010, and 2011, respectively. Our technologies are common in most PCs today,
primarily due to DVD and Blu-ray Disc playback being incorporated into PCs and the inclusion of Dolby technologies in the DVD and Blu-ray Disc standards.
Over time we have licensed our technologies to a range of PC licensees, including independent software vendors (ISV), PC OEMs, and operating system providers. The release of major
operating systems has historically resulted in changes in the mix of our PC licensees. In 2007 Microsoft introduced its Windows Vista operating system, which included our technologies within two of
its operating system editions to enable DVD audio playback. In fiscal 2009 Microsoft released its current operating system, Windows 7, which includes our technologies within four editions to enable
DVD audio playback. As a result, since 2007 the mix of our PC licensing revenue from operating systems has increased relative to that from OEMs and ISVs. Currently, we license our audio codec
technologies directly to OEMs such as Apple, Toshiba, and Sony to support optical disc playback on PCs, and we license our PC Entertainment Experience (PCEE) technologies to multiple PC
OEMs through our PCEE licensing program. We also license our technologies through ISVs such as Cyberlink and Corel.
We face the risk that Microsoft may not include our technologies in the commercial version of the Windows 8 operating system or future Microsoft operating systems. If our technologies were
not to be included in the commercial version of the Windows 8 operating system or future Microsoft operating systems, we intend to support the playback of DVD, Blu-ray Disc, Broadcast, and online
content on PCs by licensing our technologies directly to OEMs. Given the anticipated release date of Windows 8, we would not expect these changes to have a financial impact until fiscal 2013, as we
expect that Microsoft will continue to license its Windows 7 operating systems with our technologies at least until the release of Windows 8. Beyond this, the financial impact is uncertain and would
depend on several factors, including:








43


The extent and rate at which Windows 8 is adopted in the marketplace;


The extent to which earlier versions of Microsoft operating systems, including Windows 7, continue to be licensed after the release of Windows 8;


Our ability to establish and extend direct licensing relationships with OEMs and ISVs, as we have done in the past;


PC OEMs may not participate in our new licensing program, or they may install our software on fewer PCs, or require aftermarket end-user installation;


The rate at which disc-based media shifts to online media content, resulting in fewer PCs with optical disc drives and declines in PC DVD and Blu-ray Disc players;



If we license our technologies on a per device basis, rather than on a per application basis, we will no longer collect multiple royalties per PC, which may impact our results of
operations; and


Our ability to extend the adoption of our technologies in online and mobile platforms.
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In the short term, revenue from our PC market continues to be dependent on several factors, including underlying PC unit shipment growth and the extent to which our technologies are
included in operating systems and ISV media applications. Licensing revenue from our PC market decreased in fiscal 2012, primarily driven by decreased ISV media applications in PC shipments.
We continue to face risks relating to:





Our broadcast market, driven by demand for our technologies in televisions and set-top boxes, represented approximately 25%, 27%, and 31% of our licensing revenue in fiscal 2009, 2010,
and 2011, respectively. Our broadcast market has benefited from increased global shipments in fiscal 2011 of digital televisions and set-top boxes incorporating our technologies. We view the
broadcast market as an area for potential continued growth, primarily driven by geographic markets outside of the U.S. We also view broadcast services, such as terrestrial broadcast or IPTV services,
which operate under particular bandwidth constraints, as another area of opportunity for us to offer Dolby Digital Plus, HE AAC, and Dolby Pulse, which enable the delivery of high quality audio
content at reduced bit rates, thereby conserving bandwidth. Notwithstanding our success in the broadcast market to date, we may not be able to capitalize on these opportunities and actual results may
differ from our expectations.
Our CE market, driven primarily by revenue attributable to sales of DVD players and recorders and Blu-ray Disc players, represented approximately 25%, 22%, and 21% of licensing revenue
in fiscal 2009, 2010, and 2011, respectively. Within our CE market in fiscal 2011, we experienced an increase in revenue from Blu-ray Disc players and home-theater-in-a-box systems incorporating
our technologies. Blu-ray Disc continues to represent an important source of revenue within our CE market, as Blu-ray Disc players are required to support Dolby Digital for primary audio content
and Dolby Digital Plus for secondary audio content, and Dolby TrueHD is an optional audio standard. However, there is a risk that revenue from Blu-ray Disc players may not offset future declines in
revenue from DVD players and that Blu-ray Disc revenue may also decline.
Revenue generated from our other markets, driven by mobile, gaming, licensing services, and automotive, represented approximately 15%, 15%, and 18% of licensing revenue in fiscal 2009,
2010, and 2011, respectively. Mobile revenue in fiscal 2011 was primarily driven by demand for the AAC, HE AAC, Dolby Digital Plus, and Dolby Digital audio compression technologies
incorporated into mobile devices, and to a lesser extent by Dolby Mobile, our suite of post processing technologies optimized for mobile devices. We view the mobile market as an area of opportunity
to increase revenue; however, actual results may differ from our expectations. Revenue from licensing services was primarily driven by demand for standards-based audio compression technologies
used in broadcast, PCs, CE, and mobile products. Gaming and automotive revenue was primarily driven by sales of video game consoles and in-car entertainment systems with Dolby Digital, AAC,
Dolby Digital Plus, Dolby TrueHD, and ATRAC technologies.
Consumer entertainment products throughout the world incorporate our technologies. We expect that sales of products incorporating our technologies in emerging economies, such as Brazil,
China, India, and Russia, will increase as consumers in these markets have more disposable income to purchase entertainment products,

44


Purchasing trends for netbooks, low-cost PCs, and tablets, which may not include operating systems or ISV media applications with our technologies;


Unauthorized and infringing PC software with our technologies, for which we do not receive royalty payments;


Hard disk drive shortages due to the Thailand flooding may adversely impact PC sales;



The inclusion of our technologies in business-oriented editions of Windows 7 could result in our technologies residing in a greater percentage of PCs, resulting in substantial discounts
and reducing the average per unit royalty we receive from Microsoft over time; and



Certain PC OEMs have excluded, and we expect others may exclude in the future, ISV media applications from their product offerings for Windows 7 based PCs, because Windows 7
incorporates DVD playback software.
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although there can be no assurance that this will occur. We further expect that OEMs in lower cost manufacturing countries, including China, will increase production of consumer entertainment
products in the future to satisfy this increased demand. Additionally, we have seen OEMs shift product manufacturing to these lower cost manufacturing countries. There are risks associated with the
opportunities of doing business in emerging economies that have affected, and will continue to affect, our operating results, such as OEMs failing to report or underreporting shipments of products
incorporating our technologies.
Products
Products revenue, driven primarily by sales of equipment to cinema operators and broadcasters, represented 13%, 20%, and 14% of our total revenue in fiscal 2009, 2010, and 2011,
respectively.
Our cinema products represented approximately 82%, 90%, and 87% of total products revenue in fiscal 2009, 2010, and 2011, respectively. Sales of our cinema products tend to fluctuate
based on the underlying trends in the cinema industry, including the popularity of individual movies, as cinema owners often purchase equipment to meet expected box office demand. Cinema
products revenue in fiscal 2011 reflects decreased unit shipments for traditional cinema products, as more exhibitors convert to digital cinema, and also increased competition and promotional pricing
for 3D products.
The cinema industry is in the midst of a transition from traditional film to digital cinema. We estimate that the cinema industry is approximately halfway through this transition. Digital cinema
offers motion picture studios a means to achieve cost savings in printing and distributing movies, to combat piracy, and to enable repeated movie playback without degradation in image and audio
quality. We offer our Dolby Digital Cinema screen server and central library server, which allow for the storage and playback of digital content, as well as our digital audio processor. We expect most
cinema owners who are either constructing new theaters or upgrading existing theaters to choose digital cinema products over traditional film cinema products. Digital cinema specifications are based
on open standards which, unlike traditional cinema standards, do not include our proprietary audio technologies. Furthermore, we are facing more pricing and other competitive pressures in the digital
cinema products market than we have experienced in our traditional film cinema market.
Digital cinema standards are defined by the Digital Cinema Initiative (DCI) specifications. Our currently available digital cinema server software does not comply with the current DCI
specifications. We are developing software upgrades and expect to be able to comply with the current DCI specifications in the first half of fiscal 2012. In the meantime, cinema owners may delay or
choose not to purchase our digital cinema products. If cinema owners do purchase our digital cinema products, they may require contractual provisions that would obligate us to comply with the
current DCI specifications within that period of time. If Dolby systems are not in compliance within a certain period of time, we may become obligated to the cinema owners, some of whom are
existing customers, to replace the non-compliant systems with compliant systems.
The transition to digital cinema has been driven in part by the recent transition to 3D enabled screens, which require digital servers for 3D playback. Our digital 3D products provide 3D image
capabilities when combined with a digital cinema projector and server. While we believe the success of certain 3D cinema releases has led to the creation and distribution of more 3D cinema content,
we estimate that the cinema industry is in the later stages of this transition. Additionally, the 3D market has become increasingly competitive, leading to our loss of market share. We also face risks
that our customers maintain excess product inventory levels which could reduce future anticipated sales.
Several of our competitors have introduced digital cinema products that support the presentation of movies with higher resolution 4K digital cinema projectors. Certain major exhibitors have
begun installing 4K digital cinema equipment in their theaters. In the future, other exhibitors may feel they need to outfit some or all of their theaters with 4K digital cinema equipment to compete in
markets where competitors are promoting 4K products.

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We currently do not offer a 4K digital cinema solution, although we are developing one. If we encounter delays in the development of the solution or if we are unable to provide a solution at a market
competitive price, our future prospects in digital cinema may be limited and our business could be adversely affected.
Our traditional film cinema products are primarily used to read, decode, and play back a film soundtrack, to calibrate cinema sound systems, and to adapt analog cinema audio systems to
digital audio formats. As the cinema industry has invested more in digital cinema, revenue from our traditional film cinema products has declined. We expect this decline to continue.
Our broadcast products represented approximately 13%, 9%, and 10% of products revenue in fiscal 2009, 2010, and 2011, respectively. Our broadcast products are used to encode, transmit,
and decode multiple channels of high quality audio content for DTV and HDTV program production and broadcast distribution and to measure the subjective loudness of audio content within
broadcast programming.
In fiscal 2011 we began selling our Professional Reference Monitor product, a flat-panel video reference display for video professionals. These professionals use the monitor for color critical
tasks, such as calibrating color accuracy to professional reference standards. Our Professional Reference Monitor uses our dynamic range imaging technologies, which enable enhanced contrast,
extended brightness, and dynamic range, along with reduced power consumption in LED backlit LCD televisions. We do not anticipate generating significant revenue from this product in fiscal 2012.
Services
Our services revenue, which represented approximately 4%, 3%, and 3% of total revenue in fiscal 2009, 2010, and 2011, respectively, is primarily tied to the cinema industry, and in particular,
to the number of movies being made by studios and independent filmmakers. Several factors influence the number of movies produced in a given fiscal period, including strikes and work stoppages
within the cinema industry, as well as tax incentive arrangements provided by many governments to promote local filmmaking.
Other
We are monitoring the situation in Thailand in light of the recent flooding to determine any potential risks of disruption which would adversely affect our operating results. While we are
unable to predict the effect of the recent catastrophe, it potentially may adversely affect our licensees global supply chains and our product distributors operations. The flooding also impacted the
facility of a contract manufacturer to which we were transferring manufacturing operations. We are now planning to transfer manufacturing operations to a different facility and we also are
undertaking a contingency plan to increase our available supply of product. However, we continue to monitor the Thailand situation and conditions could worsen.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the U.S. (GAAP), and pursuant to Securities and Exchange Commission (SEC) rules and regulations. GAAP and SEC rules and regulations require us to use
accounting policies and make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingencies as of the date of the financial statements, and
the reported amounts of revenue and expenses during a fiscal period. The SEC considers an accounting policy and estimate to be critical if it is both important to a companys financial condition
and/or results of operations and requires significant judgment on the part of management in its application. On a regular basis, we evaluate our assumptions, judgment, and estimates. We have
discussed the selection and development of the critical accounting policies and estimates with the audit committee of our board of directors. The audit committee has reviewed our related disclosures
in this Annual Report on Form 10-K. Although we believe that our judgments and estimates are appropriate and correct, actual results may differ from these estimates.

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We consider the following to be critical accounting policies and estimates because we believe they are both important to the portrayal of our financial condition and results of operations and
require management judgments about matters that are uncertain. If actual results or events differ materially, our reported financial condition and results of operation for future periods could be
materially affected. See our Risk Factors for further information on the potential risks to our future results of operations.
Revenue Recognition
We enter into revenue arrangements with our customers to license technologies, trademarks, and know-how and to sell products and services. We recognize revenue when all of the following
criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sellers price to the buyer is fixed or determinable, and collectibility is
probable. Judgment is required to assess whether collectibility is probable. We determine collectibility based on an evaluation of our customers recent payment history, the existence of a standby
letter of credit between the customers financial institution and our financial institution, and other factors.
In October 2009, the Financial Accounting Standards Board (FASB) amended the revenue recognition accounting standards to exclude sales of qualifying tangible products that contain
essential software elements from the scope of the software revenue recognition standards. In the first quarter of fiscal 2010, we adopted this accounting standard for revenue arrangements entered into
or materially modified after September 25, 2009. Due to this adoption, we no longer account for product sales that contain software elements under the software revenue recognition standards.
Also in October 2009, the FASB amended the accounting standards for multiple-element (ME) revenue arrangements to:



In the first quarter of fiscal 2010, we adopted the amended accounting standards for ME revenue arrangements with qualifying tangible products entered into or materially modified after
September 25, 2009. Prior to adoption, we were not able to establish VSOE of the standalone selling price for the undelivered support and maintenance elements for a majority of our ME
arrangements. The previous accounting standards required VSOE in order to allocate the arrangement fees to each undelivered element. Since we had not established VSOE, we allocated the
arrangement fees to the undelivered element and ratably recognized the revenue over the estimated support and maintenance period.
Under the new accounting guidance, we allocate the arrangement fees to each element based on its relative selling price, which we establish using a selling price hierarchy. We determine the
selling price of each element based on its VSOE, if available, TPE, if VSOE is not available, or ESP, if neither VSOE nor TPE is available.
We determine our best estimate of the selling price for an individual element within a ME revenue arrangement using the same methods used to determine the selling price of an element sold
on a standalone basis. If we sell the element on a standalone basis, we estimate the selling price by considering actual sales prices. Otherwise, we estimate the selling price by considering internal
factors such as pricing practices and margin objectives. Consideration is also given to market conditions such as competitor pricing strategies, customer demands, and industry technology lifecycles.
Management applies judgment to establish margin objectives, pricing strategies, and technology lifecycles.

47



Provide updated guidance on whether these arrangements exist, how the elements should be separated, and how fees associated with a revenue arrangement (arrangement fees)
should be allocated to each element;



Require an entity to allocate arrangement fees using the estimated selling price (ESP) of each element if the entity does not have vendor specific objective evidence (VSOE) of the
selling price or third-party evidence (TPE) of the selling price; and


Require a vendor to allocate arrangement fees using the relative selling price method.
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We evaluate each element in a ME arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when it has standalone
value and delivery of an undelivered element is both probable and within our control. When these criteria are not met, the delivered and undelivered elements are combined and the arrangement fees
are allocated to this combined single unit. Our adoption of the amended guidance changed our units of accounting for our revenue transactions with qualifying tangible products by allowing us to use
ESP, to the extent VSOE or TPE is not available, to allocate the total fees amongst the delivered and undelivered elements in an arrangement.
If the unit separation criteria are met, we account for each element within a ME arrangement (such as hardware, software, maintenance, and other services) separately, and we allocate fees
from the arrangement based on the relative selling price of each element. For some arrangements, customers receive certain elements over a period of time, after delivery of the initial product. These
elements may include support and maintenance and/or the right to receive upgrades. Revenue allocated to the undelivered element is recognized either over its estimated service period or when the
upgrade is delivered. We do not recognize revenue that is contingent upon the future delivery of products or services or upon future performance obligations. We recognize revenue for delivered
elements only when we have completed all contractual obligations.
We account for the majority of our digital cinema server sales as ME arrangements that may include up to three separate units, or elements, of accounting. The first element consists of our
digital cinema server hardware and the accompanying software, which is essential to the functionality of the hardware. This element is typically delivered at the time of sale. The second element is the
right to receive support and maintenance, which is included with the purchase of the hardware element and is typically delivered over a service period subsequent to the initial sale. The third element
is the right to receive specified upgrades, which is included with the purchase of the hardware element and is typically delivered when a specified upgrade is available, subsequent to the initial sale.
The application of the new revenue accounting standards to our digital cinema server sales typically results in the allocation of a substantial majority of the arrangement fees to the delivered hardware
element based on its ESP, relative to the VSOE or ESP of the other elements, which we recognize as revenue at the time of sale. A small portion of the arrangement fees are allocated to the
undelivered support and maintenance element, and in some cases to the undelivered specified upgrade element, based on the VSOE or ESP of each element. The portion of the arrangement fees
allocated to the support and maintenance element is recognized as revenue ratably over the estimated service period and the portion of the arrangement fees allocated to specified upgrades is
recognized as revenue upon delivery of the upgrade.
Goodwill, Intangible Assets, and Long-Lived Assets
We evaluate and test our goodwill for impairment at a reporting-unit level. A reporting unit is an operating segment or one level below. Our operating segments are aligned with the
management principles of our business. The goodwill impairment test is a two-step process. In the first step, we compare the carrying value of the net assets of a reporting unit, including goodwill, to
the fair value. If we determine that the fair value of the reporting unit is less than its carrying value, we move to the second step to determine the implied fair value of the reporting units goodwill. If
the carrying value of a reporting units goodwill exceeds its implied fair value, we would record an impairment loss equal to the difference. We test goodwill for impairment annually during our third
fiscal quarter and if an event occurs or circumstances change such that there is an indication of a reduction in the fair value of a reporting unit below its carrying value.
We use the income approach to determine the fair value of our reporting units, which is based on the present value of estimated future cash flows for each reporting unit. Fair value reflects the
price a market participant would be willing to pay in a potential sale of the reporting unit. During our annual goodwill impairment test performed during the third quarter of fiscal 2011, we had two
reporting units: Via, corresponding to our wholly owned subsidiary, which has no assigned goodwill, and Dolby Entertainment Technology (DET), with goodwill of $268.0 million. The cash flow
model was based on our best estimate of future revenue and operating costs. We estimated our future revenue by applying growth rates, consistent with those used in our internal

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forecasts, to our current revenue forecasts. The revenue and cost estimates were based on several sources, including our historical information, third-party industry data, and review of our internal
operations. The cash flow forecasts were adjusted by a discount rate of approximately 13.5%, based on our weighted average cost of capital derived by using the capital asset pricing model. The
primary components of this model include weighting our total asset structure between our equity and debt, the risk-free rate of return on U.S. Treasury bonds, market risk premium based on a range of
historical returns and forward-looking estimates, and the beta of our common stock. Our model used an effective tax rate of approximately 30%.
Based on the methodology described above, the fair value of our DET reporting unit exceeds its carrying value; therefore, we did not recognize an impairment charge related to goodwill in
fiscal 2011. Our market capitalization at the end of our third quarter of fiscal 2011 was approximately $4.8 billion, which exceeded the aggregate carrying value of our reporting units by
approximately 190%.
Intangible assets with definite lives are amortized over their estimated useful lives. Our intangible assets principally consist of acquired technology, patents, trademarks, customer
relationships, and contracts, which are amortized on a straight-line basis over their useful lives ranging from two to fifteen years.
We review long-lived assets, including intangible assets, for impairment whenever events or a change in circumstances indicate an assets carrying value may not be recoverable.
Recoverability of an asset is measured by comparing its carrying value to the total future undiscounted cash flows that the asset is expected to generate. If it is determined that an asset is not
recoverable, an impairment loss is recorded in the amount by which the carrying value of the asset exceeds its estimated fair value.
Accounting for Income Taxes
We make estimates and judgments that affect our accounting for income taxes. This includes estimating actual tax exposure together with assessing temporary differences resulting from
differing treatment of items for tax and accounting purposes. These differences, including the timing of the recognition of stock-based compensation expense, result in deferred tax assets and
liabilities, which are included in our consolidated balance sheets. We also assess the likelihood that our deferred tax assets will be recovered from future taxable income, and to the extent that we
believe that recovery is not likely, we establish a valuation allowance.
Our policy is to recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position is sustainable upon examination by tax authorities. We include
interest and penalties related to gross unrecognized tax benefits within our provision for income taxes. When accrued interest and penalties do not ultimately become payable, amounts accrued are
reduced in the period that such determination is made and are reflected as a reduction of the overall income tax provision.
Significant judgment is required in determining the provision for income taxes, the deferred tax asset and liability balances, the valuation allowance against our deferred tax assets, and the
reserve resulting from uncertainties in income tax positions. Our financial position and results of operations may be materially affected if actual results differ significantly from these estimates or if the
estimates are adjusted in future periods.
Stock-Based Compensation
We determine the expense for all employee stock-based compensation awards by estimating their fair value and recognizing that value as an expense, on a ratable basis, in our consolidated
financial statements over the requisite service period in which our employees earn the awards. We use the Black-Scholes option pricing model to determine the fair value of employee stock options at
the date of the grant. To determine the fair value of a stock-based award using the Black-Scholes option pricing model, we make assumptions regarding the expected term of the award, the expected
future volatility of our stock price over the expected term of the award, and the risk-free interest rate over the expected term of the award. We estimate the expected term of our stock-based

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awards by evaluating historical exercise patterns of our employees. We use a blend of the historical volatility of our common stock and the implied volatility of our traded options as an estimate of the
expected volatility of our stock price over the expected term of the awards. We use an average interest rate based on U.S. Treasury instruments with terms consistent with the expected term of our
awards to estimate the risk-free interest rate. We reduce the stock-based compensation expense for estimated forfeitures based on our historical experience. We are required to estimate forfeitures at
the time of the grant and revise our estimate, if necessary, in subsequent periods if actual forfeitures differ from our estimate.
Results of Operations
Revenue

Licensing . The 11% increase in licensing revenue from fiscal 2010 to fiscal 2011 was primarily driven by an increase in revenue from our broadcast and other markets, and to a lesser extent,
by increases in revenue from our CE market, partially offset by decreases from our PC market. The increase in revenue from our broadcast market was primarily driven by higher shipments in fiscal
2011 of digital televisions and set-top boxes that incorporate our technologies. The increase in revenue from our other markets was primarily driven by higher back royalties, in addition to increases in
sales of devices incorporating our Dolby Mobile technology. The increase in revenue from our CE market was primarily driven by increases in revenue from shipments of Blu-Ray Disc players,
home-theater-in-a-box systems, digital media adaptors, and audio/video receivers that incorporate our technologies, which were partially offset by a decrease in revenue from shipments of standard
DVD players. The decrease in revenue from our PC market was primarily driven by decreased ISV media applications in PC shipments.
The 19% increase in licensing revenue from fiscal 2009 to fiscal 2010 was primarily driven by an increase in revenue from our broadcast and PC markets, and to a lesser extent, by increases in
revenue from our CE and other markets. The increase in revenue from our broadcast market was primarily attributable to an increase in the number of digital televisions that incorporate our
technologies sold in Europe and APAC in fiscal 2010 when compared to fiscal 2009. The increase in revenue from our PC market was primarily driven by a greater number of computers sold
containing Windows operating systems that incorporate our technologies in fiscal 2010 when compared to fiscal 2009. The increase in revenue from our CE market was primarily driven by an
increase in revenue from Blu-ray Disc players incorporating our technologies in fiscal 2010, partially offset by a decrease in revenue attributable to camcorders, and to a lesser extent, DVD players
that incorporate our technologies. In fiscal 2009, we had an increase in revenue from reported shipments of camcorders incorporating our technologies that pertained to prior period sales. The increase
in revenue from our other markets was primarily due to an increase in HE AAC related revenue in the mobile market.
Products . The 27% decrease in products revenue from fiscal 2010 to fiscal 2011 was due to decreases in 3D and traditional cinema products revenue in fiscal 2011, coupled with our
adoption of new revenue recognition

50

Fiscal Year
Ended Change
Fiscal Year
Ended Change
Fiscal Year
Ended

September 25,

2009 $ %
September 24,

2010 $ %
September 30,

2011
($ in thousands)
Licensing $ 594,697 $ 115,777 19 % $ 710,474 $ 79,866 11 % $ 790,340
Percentage of total revenue 83 % 77 % 83 %
Products 95,967 84,435 88 % 180,402 (48,791 ) (27 %) 131,611
Percentage of total revenue 13 % 20 % 14 %
Services 28,839 2,998 10 % 31,837 1,717 5 % 33,554
Percentage of total revenue 4 % 3 % 3 %

Total revenue $ 719,503 $ 203,210 28 % $ 922,713 $ 32,792 4 % $ 955,505

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accounting standards in fiscal 2010. Decreases in 3D products revenue in fiscal 2011 resulted from increased competition and promotional pricing, while decreases in traditional cinema products
revenue were primarily due to lower shipments, as more exhibitors converted to digital cinema. In addition, products revenue in fiscal 2010 included recognition of $29.7 million of deferred revenue
related to sales prior to the beginning of the year, which were accounted for under previous revenue accounting standards. In fiscal 2011 substantially all products revenue resulting from current
period sales were accounted for under the new accounting standards.
The 88% increase in products revenue from fiscal 2009 to fiscal 2010 was due to increases in 3D and digital cinema products, coupled with our adoption of new revenue recognition
accounting standards in the beginning of fiscal 2010. We sold a greater number of 3D and digital cinema units in fiscal 2010, when compared to fiscal 2009, due to strong market demand driven by
the success of certain 3D cinema releases, accompanied by promotions offering various bundled sets of digital cinema units, 3D units, and 3D glasses. In addition, the new revenue recognition
accounting standards allow us to recognize substantially all of the revenue associated with our digital cinema products sold in the period of sale. For additional details, see Note 2 Summary of
Significant Accounting Policies to our consolidated financial statements.
Services . The 5% increase in services revenue from fiscal 2010 to fiscal 2011 was primarily driven by increases in revenue from support and maintenance for digital cinema equipment and
from other theater services.
The 10% increase in services revenue from fiscal 2009 to fiscal 2010 was primarily attributable to an increase in film services, particularly mastering services on digital films, and distribution
activities. In addition, fiscal 2009 included $1.8 million of costs incurred under a promotional arrangement with a customer. This amount was charged against services revenue with no corresponding
charge to cost of services.
Gross Margin

Licensing Gross Margin . We license intellectual property to our customers that may be internally developed, acquired by us, or licensed from third parties. Our cost of licensing consists
principally of amortization expenses associated with purchased intangible assets and intangible assets acquired in business combinations. Our cost of licensing also includes third-party royalty
obligations paid to license intellectual property that we then sublicense to our customers. Licensing gross margin was unchanged from fiscal 2010 to fiscal 2011.

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Fiscal Year Ended

September 25,

2009
September 24,

2010
September 30,

2011
($ in thousands)
Cost of licensing $ 14,803 $ 17,565 $ 17,620
Gain from amended patent licensing agreement (20,041 )
Licensing gross margin percentage 101 % 98 % 98 %
Licensing gross margin percentage excluding gain from amended patent licensing 98 % 98 % 98 %
Cost of products 57,220 90,695 81,328
Products gross margin percentage 40 % 50 % 38 %
Cost of services 12,786 13,961 12,223
Services gross margin percentage 56 % 56 % 64 %
Impairment of products provided under operating leases 9,594

Total gross margin percentage, excluding gain from amended patent licensing
agreement 88 % 86 % 88 %

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Licensing gross margin decreased three points from fiscal 2009 to fiscal 2010, due to a gain from an amended patent licensing agreement that we recorded within cost of revenue in our
consolidated statement of operations in fiscal 2009. Excluding the gain from the amended patent licensing agreement, our licensing gross margin was unchanged from fiscal 2009 to fiscal 2010.
Products Gross Margin. Cost of products primarily consists of the cost of materials related to products sold, applied labor and manufacturing overhead, and, to a lesser extent, amortization
of certain intangible assets. Our cost of products also includes third-party royalty obligations paid to license intellectual property that we then include in our products. Products gross margin decreased
12 points from fiscal 2010 to fiscal 2011, due in part to promotional pricing on 3D and digital cinema products in fiscal 2011. The decrease in gross margin for fiscal 2011 is further attributable to
discrete charges of $6.4 million, consisting primarily of $6.2 million related to 3D and broadcast inventory valuation and other inventory adjustments.
Products gross margin increased 10 points from fiscal 2009 to fiscal 2010 due to a greater proportion of higher margin 3D and digital cinema products sold in fiscal 2010. These products
carried a higher gross margin in fiscal 2010, due in part to cost reductions and to the restructuring of our manufacturing operations in fiscal 2009. The increase in gross margins was also due to the
recognition of significant amounts of low margin digital cinema-related products revenue and related costs as a result of achieving compliance with the DCI specifications in fiscal 2009.
Services Gross Margin . Cost of services primarily consists of personnel and personnel-related costs for employees performing our professional services, the cost of outside consultants, and
reimbursable expenses incurred on behalf of customers. Services gross margin increased eight points from fiscal 2010 to fiscal 2011, primarily due to a higher percentage of support and maintenance
revenue, which has higher gross margins due to lower associated costs. In addition, depreciation expense related to digital cinema equipment leased to exhibitors was lower in fiscal 2011.
Services gross margin was unchanged from fiscal 2009 to fiscal 2010, despite a $1.8 million charge against services revenue in fiscal 2009, related to an arrangement with a customer, with
higher revenue in fiscal 2010 offset by increases in personnel related expenses and performance based compensation.
Impairment of Products Provided Under Operating Leases. Our products provided under operating leases represent digital cinema equipment that we leased to exhibitors beginning in fiscal
2005 in an effort to encourage the cinema industry to transition to digital cinema. We receive a virtual print fee from participating film studios for each digital print delivered for exhibition on this
equipment. Based on our estimates of future cash flows from virtual print fees and the potential sale value of this equipment, we determined that the equipment was impaired in fiscal 2010.
Accordingly, we recorded the $9.6 million excess of the carrying value over the estimated fair market value of the equipment as an impairment charge. We believe that the remaining carrying value of
our products provided under operating leases is recoverable as of September 30, 2011. We had historically recorded the depreciation of our products provided under operating leases to cost of
services.

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Operating Expenses

Research and Development . Research and development expenses primarily consist of personnel and personnel-related costs, stock-based compensation expense, facilities costs, consulting
and contract labor, and depreciation of property, plant and equipment. The 18% increase in research and development expenses from fiscal 2010 to fiscal 2011 was primarily driven by increases in
personnel, facilities, and information technology expenses related to increased headcount, as well as stock-based compensation expense. These increases were partially offset by a decrease in
performance-based compensation.
The 29% increase in research and development expenses from fiscal 2009 to fiscal 2010 was primarily driven by increases in personnel costs related to increases in headcount, performance-
based compensation, facilities costs and prototype expenses related to the development of new products.
Sales and Marketing . Sales and marketing expenses primarily consist of personnel and personnel-related costs, stock-based compensation expense, travel-related expenses for our sales and
marketing functions, facilities costs, advertising and promotion expenses, consulting and contract labor, and depreciation of property, plant and equipment. The 15% increase in sales and marketing
expenses from fiscal 2010 to fiscal 2011 was primarily driven by increases in personnel costs, due to increased headcount, and stock-based compensation expense, as well as higher facilities and
information technology expenses resulting from worldwide expansion. Also contributing to the increase in fiscal 2011 were lower gains on settlements from implementation licensees, which are
reductions to sales and marketing expenses, of $5.6 million in fiscal 2011, compared to $7.8 million in fiscal 2010. These increases in fiscal 2011 were partially offset by a decrease in performance-
based compensation.
The 32% increase in sales and marketing expenses from fiscal 2009 to fiscal 2010 was primarily due to increases in performance-based compensation, advertising expenses, personnel costs,
and travel-related expenses. Sales and marketing expenses in fiscal 2010 were offset by $7.8 million in gains on settlements, as compared to $6.0 million in fiscal 2009.
General and Administrative . General and administrative expenses primarily consist of personnel and personnel-related expenses, professional fees, stock-based compensation expense,
consulting and contract labor, and depreciation of property, plant and equipment. The 15% increase in general and administrative expenses from fiscal 2010 to fiscal 2011 was primarily due to
increases in consulting and contract labor, stock-based compensation expense, and professional fees related to patent filings and litigation, partially offset by a decrease in performance-based
compensation.
The 13% increase in general and administrative expenses from fiscal 2009 to fiscal 2010 was primarily due to increases in performance-based compensation, software and depreciation
expense related to the reorganization of our global business operations, and professional fees.

53

Fiscal Year
Ended Change
Fiscal Year
Ended Change
Fiscal Year
Ended

September 25,

2009 $ %
September 24,

2010 $ %
September 30,

2011
($ in thousands)
Research and development $ 81,543 $ 23,435 29 % $ 104,978 $ 18,942 18 % $ 123,920
Percentage of total revenue 11 % 11 % 13 %
Sales and marketing 98,838 31,322 32 % 130,160 19,482 15 % 149,642
Percentage of total revenue 14 % 14 % 16 %
General and administrative 105,841 13,512 13 % 119,353 18,280 15 % 137,633
Percentage of total revenue 15 % 13 % 14 %
Restructuring charges, net 4,847 2,179 45 % 7,026 (3620 ) (52 %) 3,406
Percentage of total revenue 1 % 1 % 0 %

$ 291,069 $ 70,448 24 % $ 361,517 $ 53,084 15 % $ 414,601

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Restructuring Charge s , net . Restructuring charges for fiscal 2011 and fiscal 2010 primarily include severance charges attributable to the reorganization of our global business infrastructure
and a strategic restructuring program. Restructuring charges for fiscal 2010 also include an impairment charge related to the decision to sell one of our buildings in the U.K. For additional details, see
Note 6 Restructuring to our consolidated financial statements.
Restructuring charges for fiscal 2009 include $3.8 million of severance and other charges attributable to the consolidation of our Wootton Bassett, U.K. manufacturing operations into our
Brisbane, California facility, as well as $1.0 million of severance and other charges resulting from integrating our wholly owned subsidiary, Cinea, into our Dolby Entertainment Technology reporting
unit. These charges were attributable to the termination of employees and to ceasing use of two leased facilities.
Other Income, Net

Other income, net, primarily consists of interest income earned on cash, cash equivalents, and investments. In prior years, this income was offset by interest expense principally attributable to
debt balances on certain of our facilities. All facility-related debt was fully paid in fiscal 2010. In fiscal 2011 interest expense reflects a $1.4 million reversal of interest expense related to VAT reserve
releases. Also included are net gains/losses from foreign currency transactions, net gains/losses from sales of available-for-sale securities, net gains/losses from trading securities, and net gains/losses
from derivative instruments.
The increase in other income, net from fiscal 2010 to fiscal 2011 was primarily due to $2.2 million of interest income related to back royalties, as well as the reversal of interest expense related
to VAT reserve releases. In addition, interest expense decreased in fiscal 2011, when compared to fiscal 2010, as all long-term debt was repaid in the fourth quarter of fiscal 2010.
The decrease in other income, net from fiscal 2009 to fiscal 2010 was primarily due to lower interest income, due to lower prevailing interest rates for our cash, cash equivalents, and
investments balances, as well as losses from foreign currency transactions, primarily due to the change in the value of the Euro and British Pound Sterling relative to the U.S. Dollar. These reductions
to other income, net were partially offset by net gains of $1.4 million related to redemptions at par of auction rate certificates and the extinguishment of the associated put rights in 2010. This
compares to a net loss of approximately $1.4 million related to our auction rate certificates and associated put rights in fiscal 2009. For additional details regarding these put rights, see Note 2
Summary of Significant Accounting Policies to our consolidated financial statements.
Income Taxes


54

Fiscal Year
Ended Change
Fiscal Year
Ended Change
Fiscal Year
Ended

September 25,

2009 $ %
September 24,

2010 $ %
September 30,

2011
($ in thousands)
Interest income $ 11,265 $ (3,967 ) (35 %) $ 7,298 $ 1,678 23 % $ 8,976
Interest expense (935 ) 232 25 % (703 ) 1,730 246 % 1,027
Other income/(expense), net (2,577 ) 3,613 140 % 1,036 (129 ) (12 %) 907

Total other income, net $ 7,753 $ (122 ) (2 %) $ 7,631 $ 3,279 43 % $ 10,910

Fiscal Year Ended

September 25,
2009
September 24,
2010
September 30,
2011
($ in thousands)
Provision for income taxes $ 127,073 $ 154,185 $ 130,061
Effective tax rate 34 % 35 % 30 %
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Our effective tax rate for fiscal 2011 was 30%, as compared to 35% in fiscal 2010. In the fiscal quarter ended December 31, 2010, we initiated a policy to indefinitely reinvest a portion of our
undistributed earnings in certain foreign subsidiaries, which are subject to tax rates lower than those in the U.S. As a result, our fiscal 2011 tax rate decreased. This policy may result in additional
decreases to our effective tax rate in future years, but the decreases, if any, cannot yet be determined. In the fourth quarter of fiscal 2011, we reduced our current deferred tax assets to reflect a change
to our expected California tax rate for fiscal 2012 and subsequent years, increasing our effective tax rate for fiscal 2011 by 1.4%. Additionally, in the fiscal quarter ended December 31, 2010, a change
in the tax law retroactively reinstated the federal research and development tax credits. As a result, we recognized an increase in federal research and development tax credits for fiscal 2011, as
compared to fiscal 2010, thereby further lowering our effective tax rate for fiscal 2011 by 0.5%.
Further, in the fiscal quarter ended December 31, 2010, we released $11.0 million of our deferred tax liability related to the amortization of an intangible asset from a prior year acquisition, as
a result of the restructuring of our international operations, which also favorably impacted our effective tax rate for fiscal 2011 by 2.5%. For additional information related to effective tax rates, see
Note 7 Income Taxes to our consolidated financial statements.
Our effective tax rate for fiscal 2010 was 35% compared to 34% in fiscal 2009. In fiscal 2009, a change in tax law reinstated federal research and development tax credits for fiscal 2009 and
for periods prior to fiscal 2009. As a result, we recognized an increase in federal research and development tax credits in fiscal 2009, thereby lowering our effective tax rate. Our effective tax rate for
fiscal 2010 does not include a full-year benefit from federal research and development tax credits due to the expiration of these credits on December 31, 2009. Additionally, a reduction in tax exempt
interest income further increased the 2010 tax rate.
Liquidity, Capital Resources, and Financial Condition

Our principal sources of liquidity are our cash, cash equivalents, and investments, as well as cash flows from operations. We believe that our cash, cash equivalents, and potential cash flows
from operations will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months.
Net cash provided by operating activities during fiscal 2011 increased $76.4 million when compared to fiscal 2010, primarily due to the following:



55

September 24,
2010
September 30,
2011
(in thousands)
Cash and cash equivalents $ 545,861 $ 551,512
Short-term investments 302,269 391,281
Long-term investments 190,837 272,797
Accounts receivable, net 54,257 61,815
Accounts payable and accrued liabilities 148,214 127,922
Working capital(a) 894,657 999,213
Net cash provided by operating activities 327,298 403,688
Capital expenditures(b) (37,482 ) (47,362 )
Net cash used in investing activities (44,357 ) (236,702 )
Net cash used in financing activities (184,774 ) (162,498 )

(a) Working capital consists of total current assets less total current liabilities.
(b) Capital expenditures consist of purchases of office equipment, building fixtures, computer hardware and software, leasehold improvements, and production and test equipment.


An increase in net income, as well as increases in non-cash expenses such as depreciation and amortization and stock-based compensation,


An increase in deferred revenue in fiscal 2011 due to timing of licensing contracts, and
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Net cash used in investing activities during fiscal 2011 increased $192.3 million when compared to fiscal 2010, primarily due to the following:



Net cash used in financing activities during fiscal 2011 decreased $22.3 million when compared to fiscal 2010, primarily due to the following:


Off-Balance-Sheet and Contractual Obligations
Our liquidity is not dependent on the use of off-balance sheet financing arrangements.
The following table presents a summary of our contractual obligations and commitments as of September 30, 2011:

As of September 30, 2011, we had an accrued liability for unrecognized tax benefits and related interest and penalties, net of related deferred tax assets, totaling $7.5 million. We are unable to
estimate when any cash settlement with a taxing authority might occur.
Other Possible Cash Obligations. Under the terms of the agreement to acquire all outstanding shares of our wholly owned subsidiary, Cinea, in September 2003, we have future payment
obligations of up to approximately 5% to 8% of the revenue generated through 2022 from products incorporating certain technologies we acquired in the transaction. Cinea was dissolved during fiscal
2011. As of September 30, 2011, no additional purchase consideration had been paid and no liability is reflected on our consolidated balance sheet. We currently have not met, and we do not expect to
meet in the future, the conditions that would trigger a payment obligation.

56



Increased recognition of deferred products revenue in fiscal 2010 for which cash had been received in a prior period, due to the change in accounting for multiple element revenue
arrangements.


A decrease in proceeds from the sale of available-for-sale securities,


An increase in capital expenditures due to our worldwide expansion in fiscal 2011, offset by


A decrease in purchases of available-for-sale securities.


A decrease in share repurchases of our Class A common stock, offset by


A decrease in proceeds from exercise of stock options granted to employees.
Payments Due By Period
1 Year
2-3
Years
4-5
Years
More than
5 Years Total
(in thousands)
Operating leases (1) $ 10,294 $ 17,877 $ 10,955 $ 5,048 $ 44,174
Purchase obligations (2) 1,900 1,463 3,363

Total $ 12,194 $ 19,340 $ 10,955 $ 5,048 $ 47,537


(1) Operating lease payments include future minimum rental commitments, including those payable to our principal stockholder, for non-cancelable operating leases of office space as of
September 30, 2011.
(2) Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. These represent non-cancelable commitments for which a
penalty would be imposed if the agreement was cancelled for any reason other than an event of default as described by the agreement.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Sensitivity
Cash, Cash Equivalents and Investments.
As of September 30, 2011, we had cash and cash equivalents of $552 million, which consisted of cash and highly-liquid money market funds. In addition, we had short-term and long-term
investments of $664 million, which consisted primarily of municipal debt securities, corporate bonds, and U.S. agency securities. These investments are subject to fluctuations in interest rates, which
could impact our results of operations. As of September 30, 2011, the weighted-average effective maturity of our investment portfolio was less than one year. Based on our investment portfolio
balance as of September 30, 2011, hypothetical changes in interest rates of 1% and 0.5% would have an impact on the carrying value of our portfolio of approximately $5.9 million and $3.0 million,
respectively.
We do not use financial instruments for trading or other speculative purposes, nor do we use leveraged financial instruments.
Foreign Currency Exchange Risk
We maintain sales, marketing, and business operations in foreign countries, most significantly in the United Kingdom, Australia, China, the Netherlands, and Germany. We also conduct a
growing portion of our business outside of the U.S. through subsidiaries with functional currencies other than the U.S. dollar (primarily British Pound, Australian Dollar, Chinese Yuan Renminbi, and
Euro). As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our international operations are translated from local currency into U.S. dollars upon
consolidation. Most of our revenue from international markets is denominated in U.S. dollars, while the operating expenses of our international subsidiaries are predominantly denominated in local
currency. Therefore, if the U.S. dollar weakens against the local currency, we will have increased operating expenses, which will only be partially offset by net revenue. Conversely, if the U.S. dollar
strengthens against the local currency, operating expenses will decrease, which will only be partially offset by net revenue. Additionally, foreign exchange rate fluctuations on transactions
denominated in currencies other than the functional currency result in gains or losses that are reflected in our consolidated statements of operations. Our international operations are subject to risks
typical of international business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign
exchange rate volatility.
We enter into foreign currency forward contracts to hedge against assets and liabilities for which we have foreign currency exchange rate exposure, in an effort to reduce the risk that our
earnings will be adversely affected by foreign currency exchange rate fluctuations. These derivative instruments are carried at fair value with changes in the fair value recorded to interest and other
(expense)/income, net in our consolidated statements of operations. Our foreign currency forward contracts which are not designated as hedging instruments are used to reduce the exchange rate risk
associated primarily with intercompany receivables and payables. These contracts do not subject us to material balance sheet risk due to exchange rate movements because gains and losses on these
derivatives are intended to offset gains and losses on the related receivables and payables for which we have foreign currency exchange rate exposure. As of September 30, 2011, the outstanding
balance sheet derivative instruments had maturities of 30 days or less. For additional information related to our foreign currency forward contracts, see Note 4 Fair Value Measurements to our
consolidated financial statements.
A sensitivity analysis was performed on all of our foreign currency forward contracts as of September 30, 2011. This sensitivity analysis was based on a modeling technique that measures the
hypothetical market value resulting from a 10% shift in the value of exchange rates relative to the U.S. dollar. For these forward contracts, duration modeling was used where hypothetical changes are
made to the spot rates of the currency. A 10% increase in the value of the U.S. dollar would lead to an increase in the fair value of our financial instruments by $0.5 million. Conversely, a 10%
decrease in the value of the U.S. dollar would result in a decrease in the fair value of these financial instruments by $0.5 million.

57
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
DOLBY LABORATORIES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


58
Reports of Independent Registered Public Accounting Firm 59
Consolidated Balance Sheets 61
Consolidated Statements of Operations 62
Consolidated Statements of Stockholders Equity and Comprehensive Income 63
Consolidated Statements of Cash Flows 64
Notes to Consolidated Financial Statements 65
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Dolby Laboratories, Inc.:
We have audited the accompanying consolidated balance sheets of Dolby Laboratories, Inc. and subsidiaries (the Company) as of September 30, 2011 and September 24, 2010, and the related
consolidated statements of operations, stockholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended September 30, 2011. These consolidated
financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dolby Laboratories, Inc. and subsidiaries as of
September 30, 2011 and September 24, 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 2011, in conformity with
U.S. generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for multiple-element revenue arrangements at the beginning of fiscal 2010.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Dolby Laboratories, Inc.s internal control over financial
reporting as of September 30, 2011, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO)), and our report dated November 22, 2011 expressed an unqualified opinion on the effectiveness of the Companys internal control over financial reporting.
/s/ KPMG LLP
San Francisco, California
November 22, 2011

59
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Dolby Laboratories, Inc.:
We have audited Dolby Laboratories, Inc.s (the Company) internal control over financial reporting as of September 30, 2011, based on criteria established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Controls over Financial
Reporting in Item 9A. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Dolby Laboratories, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2011, based on criteria established in
Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Dolby Laboratories, Inc. and
subsidiaries as of September 30, 2011 and September 24, 2010, and the related consolidated statements of operations, stockholders equity and comprehensive income, and cash flows for each of the
years in the three-year period ended September 30, 2011, and our report dated November 22, 2011 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
San Francisco, California
November 22, 2011

60
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DOLBY LABORATORIES, INC.
CONSOLIDATED BALANCE SHEETS
( in thousands, except share and per share amounts )

See accompanying notes to consolidated financial statements

61

September 24,
2010
September 30,
2011
ASSETS
Current assets:
Cash and cash equivalents $ 545,861 $ 551,512
Short-term investments 302,269 391,281
Accounts receivable, net of allowance of $2,040 at September 24, 2010 and $2,466 at September 30, 2011 54,257 61,815
Inventories 28,338 26,244
Deferred taxes 102,758 90,869
Prepaid expenses and other current assets 26,930 36,877

Total current assets 1,060,413 1,158,598
Long-term investments 190,837 272,797
Property, plant and equipment, net 94,097 117,107
Intangible assets, net 67,019 51,573
Goodwill 264,580 263,260
Deferred taxes 19,948 14,779
Other non-current assets 14,878 6,273

Total assets $ 1,711,772 $ 1,884,387

LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable $ 3,606 $ 10,887
Accrued liabilities 144,608 117,035
Income taxes payable 7,895 4,762
Deferred revenue 9,647 26,701

Total current liabilities 165,756 159,385
Long-term deferred revenue 12,775 15,526
Deferred taxes 11,547 671
Other non-current liabilities 27,015 23,455

Total liabilities 217,093 199,037
Stockholders equity:
Class A common stock, $0.001 par value, one vote per share, 500,000,000 shares authorized: 52,856,440 shares issued and outstanding at
September 24, 2010 and 51,860,546 at September 30, 2011 53 52
Class B common stock, $0.001 par value, ten votes per share, 500,000,000 shares authorized: 59,227,599 shares issued and outstanding at
September 24, 2010 and 57,559,554 at September 30, 2011 59 58
Additional paid-in capital 329,902 210,681
Retained earnings 1,135,922 1,445,189
Accumulated other comprehensive income 7,801 7,533

Total stockholders equityDolby Laboratories, Inc. 1,473,737 1,663,513
Controlling interest 20,942 21,837

Total stockholders equity 1,494,679 1,685,350

Total liabilities and stockholders equity $ 1,711,772 $ 1,884,387

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DOLBY LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
( in thousands, except per share amounts )

See accompanying notes to consolidated financial statements

62
Fiscal Year Ended

September 25,

2009
September 24,

2010
September 30,

2011
Revenue:
Licensing $ 594,697 $ 710,474 $ 790,340
Products 95,967 180,402 131,611
Services 28,839 31,837 33,554

Total revenue 719,503 922,713 955,505

Cost of revenue:
Cost of licensing 14,803 17,565 17,620
Cost of products (1) 57,220 90,695 81,328
Cost of services (1) 12,786 13,961 12,223
Gain from amended patent licensing agreement (20,041 )
Impairment of products provided under operating leases 9,594

Total cost of revenue 64,768 131,815 111,171

Gross margin 654,735 790,898 844,334

Operating expenses:
Research and development (1) 81,543 104,978 123,920
Sales and marketing (1) 98,838 130,160 149,642
General and administrative (1) 105,841 119,353 137,633
Restructuring charges, net 4,847 7,026 3,406

Total operating expenses 291,069 361,517 414,601

Operating income 363,666 429,381 429,733
Interest income 11,265 7,298 8,976
Interest expense (935 ) (703 ) 1,027
Other (expenses)/income, net (2,577 ) 1,036 907

Income before provision for income taxes 371,419 437,012 440,643
Provision for income taxes (127,073 ) (154,185 ) (130,061 )

Net income including controlling interest 244,346 282,827 310,582
Less: net (income) / loss attributable to controlling interest (1,355 ) 620 (1,315 )

Net income attributable to Dolby Laboratories, Inc. $ 242,991 $ 283,447 $ 309,267

Net income per share:
Basic $ 2.15 $ 2.50 $ 2.78
Diluted $ 2.11 $ 2.46 $ 2.75
Weighted-average shares outstanding:
Basic 113,101 113,452 111,444
Diluted 115,367 115,388 112,554
Related party rent expense included in general and administrative expenses $ 1,272 $ 1,372 $ 1,372
(1) Stock-based compensation was classified as follows:


Cost of products $ 564 $ 427 $ 642
Cost of services 115 126 182
Research and development 5,191 6,535 10,157
Sales and marketing 6,670 8,843 13,184
General and administrative 9,882 12,884 19,500
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DOLBY LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND
COMPREHENSIVE INCOME
( in thousands )

See accompanying notes to consolidated financial statements

63
Dolby Laboratories, Inc.

Shares of

Class A
common
stock
Class A
common

stock
Shares of

Class B
common
stock
Class B
common

stock
Additional

paid-in
capital
Retained
earnings
Accumulated
other
comprehensive

income
Total Dolby
Laboratories,

Inc.
Controlling

Interest Total
Comprehensive

Income
Balance at September 26, 2008 51,992 $ 52 60,482 $ 60 $ 434,907 $ 609,495 $ 4,739 $ 1,049,253 $ 22,098 $ 1,071,351 $
Net income 242,991 242,991 1,355 244,346 244,346
Retirement of treasury stock 11 (11 )
Adjustment to controlling interest 575 575
Translation adjustments, net of taxes of $3 (2,092 ) (2,092 ) (1,774 ) (3,866 ) (3,866 )
Unrealized gains on available-for-sale securities, net of taxes of $(2,931) 6,894 6,894 6,894 6,894
Distributions to controlling interest (257 ) (257 )
Stock-based compensation expense 21,758 21,758 21,758
Tax benefit from the exercise of Class A and Class B stock options and vesting of
restricted stock units 5,085 5,085 5,085
Class A common stock issued under employee stock plans, net of stock withheld for
taxes 722 1 15,613 15,614 15,614
Transfer of Class B common stock to Class A common stock 698 (698 )
Exercise of Class B stock options 653 1,605 1,605 1,605

Balance at September 25, 2009 53,412 53 60,437 60 478,979 852,475 9,541 1,341,108 21,997 1,363,105 247,374

Net income 283,447 283,447 (620 ) 282,827 282,827
Translation adjustments, net of taxes of $2,654 (1,118 ) (1,118 ) (172 ) (1,290 ) (1,290 )
Unrealized losses on available-for-sale securities, net of taxes of $379 (622 ) (622 ) (622 ) (622 )
Distributions to controlling interest (263 ) (263 )
Stock-based compensation expense 27,694 27,694 27,694
Capitalized stock-based compensation expense 827 827 827
Repurchase of common stock (4,148 ) (4 ) (241,358 ) (241,362 ) (241,362 )
Tax benefit from the exercise of Class A and Class B stock options and vesting of
restricted stock units 24,134 24,134 24,134
Class A common stock issued under employee stock plans, net of stock withheld for
taxes 1,369 2 37,222 37,224 37,224
Transfer of Class B common stock to Class A common stock 2,223 2 (2,223 ) (2 )
Exercise of Class B stock options 1,014 1 2,404 2,405 2,405

Balance at September 24, 2010 52,856 $ 53 59,228 $ 59 $ 329,902 $ 1,135,922 $ 7,801 $ 1,473,737 $ 20,942 $ 1,494,679 280,915

Net income 309,267 309,267 1,315 310,582 310,582
Translation adjustments, net of taxes of $2 639 639 (130 ) 509 509
Unrealized losses on available-for-sale securities, net of taxes of $599 (907 ) (907 ) (907 ) (907 )
Distributions to controlling interest (290 ) (290 )
Stock-based compensation expense 43,218 43,218 43,218
Capitalized stock-based compensation expense 635 635 635
Repurchase of common stock (4,135 ) (4 ) (192,406 ) (192,410 ) (192,410 )
Tax benefit from the exercise of Class A and Class B stock options and vesting of
restricted stock units 6,015 6,015 6,015
Class A common stock issued under employee stock plans, net of stock withheld for
taxes 993 1 22,187 22,188 22,188
Transfer of Class B common stock to Class A common stock 2,147 2 (2,147 ) (2 )
Exercise of Class B stock options 479 1 1,130 1,131 1,131

Balance at September 30, 2011 51,861 $ 52 57,560 $ 58 $ 210,681 $ 1,445,189 $ 7,533 $ 1,663,513 $ 21,837 $ 1,685,350 $ 310,184

Table of Contents
DOLBY LABORATORIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
( in thousands )

See accompanying notes to consolidated financial statements

64
Fiscal Year Ended

September 25,

2009
September 24,

2010
September 30,

2011
Operating activities:
Net income including controlling interest $ 244,346 $ 282,827 $ 310,582
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 28,732 34,937 43,994
Stock-based compensation expense 22,422 28,815 43,665
Amortization of premium on investments 5,589 9,118 17,088
Excess tax benefit from exercise of stock options (5,827 ) (24,639 ) (6,593 )
Provision for doubtful accounts 1,392 365 772
Losses / (gains) on Put Rights (9,508 ) 7,601
Losses / (gains) on auction rate certificates 10,869 (7,601 )
Deferred taxes 5,237 (16,031 ) 6,784
Gain from amended patent licensing agreement (20,041 )
Loss on impairment of long-lived assets 12,986 226
Payment on litigation settlement (3,000 ) (3,000 ) (3,000 )
Other non-cash items affecting net income 2,151 347 532
Changes in operating assets and liabilities:
Accounts receivable 1,797 (31,329 ) (8,514 )
Inventories (3,638 ) (15,696 ) 2,105
Prepaid expenses and other assets (147 ) 15,009 (10,305 )
Accounts payable and accrued liabilities (22,026 ) 31,556 (16,952 )
Income taxes, net 8,602 27,995 708
Deferred revenue 7,488 (25,725 ) 19,800
Other non-current liabilities (1,213 ) (237 ) 2,796

Net cash provided by operating activities 273,225 327,298 403,688

Investing activities:
Purchases of available-for-sale securities (373,223 ) (646,052 ) (619,238 )
Proceeds from sales and maturities of available-for-sale securities and trading securities 176,908 643,443 429,681
Purchases of property, plant and equipment (13,994 ) (37,482 ) (47,362 )
Purchases of intangible assets (9,571 ) (825 )
Acquisitions, net of cash acquired (16,621 ) (5,601 ) (3,350 )
Proceeds from sale of property, plant and equipment and assets held for sale 2,160 3,567

Net cash used in investing activities (236,501 ) (44,357 ) (236,702 )

Financing activities:
Payments on debt (1,522 ) (7,680 )
Proceeds from the exercise of stock options 13,716 35,569 17,877
Proceeds from issuance of Class A common stock (Employee Stock Purchase Plan) 3,502 4,060 5,442
Repurchase of common stock (241,362 ) (192,410 )
Excess tax benefit from the exercise of stock options 5,827 24,639 6,593

Net cash provided by/(used in) financing activities 21,523 (184,774 ) (162,498 )

Effect of foreign exchange rate changes on cash and cash equivalents (1,330 ) (3,984 ) 1,163

Net increase in cash and cash equivalents 56,917 94,183 5,651
Cash and cash equivalents at beginning of year 394,761 451,678 545,861

Cash and cash equivalents at end of year 451,678 545,861 551,512

Supplemental disclosure:
Cash paid for income taxes $ 113,142 $ 141,800 $ 122,531
Cash paid for interest 845 671 375
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DOLBY LABORATORIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Principles of Consolidation
The consolidated financial statements include the accounts of Dolby Laboratories 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) /
loss attributable to controlling interest and in our consolidated balance sheets as controlling interest. We eliminate all intercompany accounts and transactions upon consolidation.
Use of Estimates
The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (GAAP) requires management to make certain estimates and
assumptions that affect the amounts reported and disclosed in our consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include
estimated selling prices for elements sold in multiple-element revenue arrangements, valuation allowances for accounts receivable, carrying values of inventories, products provided under operating
leases, goodwill, intangible assets, stock-based compensation, fair values of investments, accrued expenses, including liabilities for unrecognized tax benefits, and deferred income tax assets. 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 years presented herein include 52 week periods ended September 25, 2009 (fiscal 2009),
September 24, 2010 (fiscal 2010) and the 53 week period ended September 30, 2011 (fiscal 2011).
Reclassifications
We have reclassified certain prior period amounts within our consolidated statements of cash flows to conform to our current period presentation.
In addition, we have reclassified our U.S. agency securities and U.S. government bonds as Level 1 securities to conform to our current period presentation. In the prior year, U.S. agency
securities and U.S. government bonds were classified as Level 2 securities.
2. Summary of Significant Accounting Policies
Concentration of Credit Risk
Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, investments, and accounts receivable. Our investment portfolio consists
of investment grade securities diversified amongst security types, industries, and issuers. All our securities are held in custody by a recognized financial institution. Our policy limits the amount of
credit exposure to maximum of 5% to any one issuer, except for the U.S. Treasury, and we believe no significant concentration risk exists with respect to these investments. Our products are sold to
businesses primarily in the Americas and Europe, and the majority of our licensing revenue is generated from customers outside of the U.S. We manage this risk by evaluating in advance the financial
condition and creditworthiness of our products and services customers and perform regular evaluations of the creditworthiness of our licensing customers. In fiscal 2009, 2010, and fiscal 2011, one
customer accounted for approximately 10%, 12%, and 13%, respectively, of our total revenue.

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Cash and Cash Equivalents
We consider all short-term highly liquid investments with original maturities of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents primarily consist of
funds held in general checking accounts, money market accounts, commercial paper, and U.S. agency notes.
Investments
All of our investments are classified as available-for-sale securities, with the exception of our investments held in our supplemental retirement plan, which are classified as trading.
Investments that have an original maturity of 91 days or more at the date of purchase and a current maturity of less than one year are classified as short-term investments, while investments with a
current maturity of more than one year are classified as long-term investments. Our investments are recorded at fair value in our consolidated balance sheets. Unrealized gains and losses on our
available-for-sale securities are reported as a component of accumulated other comprehensive income, while realized gains and losses, other-than-temporary impairments, and credit losses are
reported as a component of net income.
We evaluate our investment portfolio for credit losses and other-than-temporary impairments by comparing the fair value with the cost basis for each of our investment securities. An
investment is impaired if the fair value is less than its cost basis. If any portion of the impairment is deemed to be the result of a credit loss, the credit loss portion of the impairment is included as a
component of net income. If we deem it probable that we will not recover the full cost basis of the security, the security is other-than-temporarily impaired and the impairment loss is recognized as a
component of net income.
As of September 25, 2009, we held tax-exempt auction rate certificates for which auctions had failed. These investments were classified as trading securities, and the investments were
considered illiquid. In November 2008, we elected to accept a rights offering (Put Rights) from UBS AG, (collectively with its wholly owned subsidiaries UBS Financial Services, Inc. and UBS
Securities LLC, referred to as UBS), which provided us with an option to sell to UBS, at par value, our auction rate certificates purchased through UBS beginning June 30, 2010. We measured the Put
Rights at fair value with gains and losses recognized as a component of net income. Unrealized gains and losses on the trading auction rate certificates were reported as a component of net income. In
fiscal 2010, we redeemed and received the full par value plus accrued interest related to these auction rate certificates. As a result, in fiscal 2010 we recognized gains of $10.9 million, which
represented the excess of the par value redeemed over the fair market value of the auction rate certificates, and net losses of $9.5 million from the associated Put Rights.
Allowance for Doubtful Accounts
We continually monitor customer payments and maintain a reserve for estimated losses resulting from our customers inability to make required payments. In determining the reserve, we
evaluate the collectibility of our accounts receivable based upon a variety of factors. In cases where we are aware of circumstances that may impair a specific customers ability to meet its financial
obligations, we record a specific allowance against amounts due, and thereby reduce the net recognized receivable to the amount reasonably believed to be collectible. For all other customers, we
recognize allowances for doubtful accounts based on our actual historical write-off experience in conjunction with the length of time the receivables are past due, customer creditworthiness,
geographic risk, and the current business environment. Actual future losses from uncollectible accounts may differ from our estimates.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market (net realizable value). We evaluate our ending inventories for estimated excess quantities and obsolescence. Our
evaluation includes the analysis of

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future sales demand by product within specific time horizons. Inventories in excess of projected future demand are written down to net realizable value. In addition, we assess the impact of changing
technology on our inventory balances and write off inventories that are considered obsolete. Write-downs of inventory are recorded as a cost of products.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using a straight-line method based on estimated useful lives as follows:

Internal Use Software
We account for the costs of computer software developed or obtained for internal use by capitalizing costs of materials, consultants, personnel and personnel-related costs incurred in
developing internal use computer software. These costs are included in property, plant and equipment, net on the accompanying consolidated balance sheets. Costs incurred during the preliminary
project and post-implementation stages are charged to expense. Our capitalized internal use software costs are typically amortized on a straight-line basis over estimated useful lives of three to five
years.
Goodwill, Intangible Assets, and Long-Lived Assets
We evaluate and test our goodwill for impairment at a reporting-unit level. A reporting unit is an operating segment or one level below. Our operating segments are aligned with the
management principles of our business. The goodwill impairment test is a two-step process. In the first step, we compare the carrying value of the net assets of a reporting unit, including goodwill, to
the fair value. If we determine that the fair value of the reporting unit is less than its carrying value, we move to the second step to determine the implied fair value of the reporting units goodwill. If
the carrying value of a reporting units goodwill exceeds its implied fair value, we would record an impairment loss equal to the difference. We test goodwill for impairment annually during our third
fiscal quarter and if an event occurs or circumstances change such that there is an indication of a reduction in the fair value of a reporting unit below its carrying value.
We use the income approach to determine the fair value of our reporting units, which is based on the present value of estimated future cash flows for each reporting unit. Fair value reflects the
price a market participant would be willing to pay in a potential sale of the reporting unit. During our annual goodwill impairment test performed during the third quarter of fiscal 2011, we had two
reporting units: Via, corresponding to our wholly owned subsidiary, which has no assigned goodwill, and Dolby Entertainment Technology (DET), with goodwill of $268.0 million. The cash flow
model was based on our best estimate of future revenue and operating costs. We estimated our future revenue by applying growth rates, consistent with those used in our internal forecasts, to our
current revenue forecasts. The revenue and cost estimates were based on several sources, including our historical information, third-party industry data, and review of our internal operations. The cash
flow forecasts were adjusted by a discount rate of approximately 13.5%, based on our weighted average cost of capital derived by using the capital asset pricing model. The primary components of
this model include weighting our total asset structure between our equity and debt, the risk-free rate of return on U.S. Treasury bonds, market risk premium based on a range of historical returns and
forward-looking estimates, and the beta of our common stock. Our model used an effective tax rate of approximately 30%.

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Systems and software 3 to 5 years
Machinery and equipment 3 to 8 years
Furniture and fixtures 5 to 8 years
Leasehold improvements Lesser of useful life or related lease term
Buildings Up to 40 years
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Based on the methodology described above, the fair value of our DET reporting unit exceeded its carrying value; therefore, we did not recognize an impairment charge related to goodwill in
the third quarter of fiscal 2011. Our market capitalization at the end of our third quarter of fiscal 2011 was approximately $4.8 billion, which exceeded the aggregate carrying value of our reporting
units by approximately 190%. During the fourth quarter of fiscal 2011 there were no events or circumstances that would trigger an impairment evaluation due to a reduction in the fair value of our
reporting units below their carrying value.
Intangible assets with definite lives are amortized over their estimated useful lives. Our intangible assets principally consist of acquired technology, patents, trademarks, customer
relationships, and contracts, which are amortized on a straight-line basis over their useful lives ranging from two to fifteen years.
We review long-lived assets, including intangible assets, for impairment whenever events or a change in circumstances indicate an assets carrying value may not be recoverable.
Recoverability of an asset is measured by comparing its carrying value to the total future undiscounted cash flows that the asset is expected to generate. If it is determined that an asset is not
recoverable, an impairment loss is recorded in the amount by which the carrying value of the asset exceeds its estimated fair value. See Note 3 Composition of Certain Financial Statement
Captions for a discussion of impairment charges recognized in fiscal 2010.
Fair Value Measurements and Disclosures
In January 2010, the Financial Accounting Standards Board (FASB) amended the accounting standard for fair value measurements to require new disclosures for transfers of financial assets
and liabilities into and out of Levels 1 and 2 in the fair value hierarchy and for activity in Level 3 in the fair value hierarchy. The amendments are effective for interim and annual reporting periods
beginning with our fiscal quarter ended March 26, 2010, except for the disclosures for Level 3 activity, which are effective for interim and annual reporting periods for our fiscal year ending
September 28, 2012, with early adoption permitted. We adopted the amended disclosure requirements for Levels 1 and 2 beginning in our fiscal quarter ended March 26, 2010. The adoption of the
amended disclosure requirements for fair value measurements did not affect our disclosures because we did not transfer financial assets or liabilities between levels in the fair value hierarchy. As of
September 24, 2010 and September 30, 2011, we did not own any Level 3 assets or liabilities.
Revenue Recognition
We enter into revenue arrangements with our customers to license technology, trademarks, and know-how and to sell products and services. We recognize revenue when all of the following
criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sellers price to the buyer is fixed or determinable, and collectibility is
probable.
Licensing. Our licensing revenue is primarily derived from royalties paid to us by licensees of our intellectual property rights, including patents, trademarks, and know-how. Royalties are
recognized when all revenue recognition criteria have been met. We determine that there is persuasive evidence of an arrangement upon the execution of a license agreement or upon the receipt of a
licensees royalty report and payment. Royalties are deemed fixed or determinable upon verification of a licensees royalty report in accordance with the terms of the underlying executed agreement,
or in certain circumstances, receipt of a licensees royalty report and payment. We determine collectibility based on an evaluation of the licensees recent payment history, the existence of a standby
letter-of-credit between the licensees financial institution and our financial institution, and other factors. Corrective royalty statements generally comprise less than 1% of our net licensing revenue
and are recognized when received, or earlier if a reliable estimate can be made of an anticipated reduction in revenue from a prior royalty statement. Deferred revenue represents amounts that are
ultimately expected to be recognized as revenue, but for which not all revenue recognition criteria have been met. If we cannot determine that collectibility is probable, we recognize revenue upon
receipt of cash, provided that all other revenue recognition criteria have been met. Licensing revenue includes fees we earn for administering joint patent

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licensing programs (patent pools) containing patents owned by us and/or other companies. Royalties related to patent pools are recorded net of royalties payable to third party patent pool members
and are recognized when all revenue recognition criteria have been met.
We generate the majority of our licensing revenue through our licensing contracts with original equipment manufacturers (system licensees) and software vendors. Our revenue recognition
policies for each of these arrangements are summarized below.
Licensing to system licensees. We license our technologies to system licensees who manufacture consumer electronics products and, in return, the system licensee pays us a royalty generally
for each unit shipped that incorporates our technologies. Royalties from system licensees are generally recognized upon receipt of a royalty report from the licensee and when all other revenue
recognition criteria have been met. In certain cases, our arrangements require the licensee to pay up-front royalties for units they may distribute in the future. These up-front arrangements are generally
recognized upon contract execution, unless the arrangement includes extended payment terms or is considered a multiple element arrangement. In addition, in some cases we receive initial license fees
for our technologies and provide post-contract support. In these cases we recognize the initial fees ratably over the expected support term.
Licensing to software vendors. We license our technologies for resale to software vendors and, in return, the software vendor pays us a royalty for each unit of software distributed that
incorporates our technologies. Royalties from software vendors are generally recognized upon receipt of a royalty report from the licensee and when all other revenue recognition criteria have been
met. In addition, in some cases we receive initial license fees for our technologies and provide post-contract upgrades and support. In these cases, we recognize the initial fees ratably over the expected
support term, as vendor-specific objective evidence of fair value typically does not exist for the upgrade and support elements of the contract.
Product Sales. Revenue from the sale of products is recognized when the risk of ownership has transferred to our customer, as provided under the terms of the governing purchase agreement,
and when all other revenue recognition criteria have been met. Generally, these purchase agreements provide that the risk of ownership is transferred to the customer when the product is shipped,
except in specific instances in which certain foreign regulations stipulate that the risk of ownership is transferred to the customer upon their receipt of the shipment. In these instances we recognize
revenue when the product is received by the customer.
Services. Services revenues are recognized as completed and when all other revenue recognition criteria have been met.
Multiple Element Arrangements. We enter into arrangements that include multiple elements such as hardware, software, maintenance, and other services. For some of our arrangements,
customers receive certain elements of the arrangement over a period of time or after delivery of the initial product. These elements may include support and maintenance and/or the right to receive
product upgrades.
In October 2009, the FASB amended the revenue recognition accounting standards to exclude sales of qualifying tangible products that contain essential software elements from the scope of
the software revenue recognition standards. In the first quarter of fiscal 2010, we adopted this accounting standard for revenue arrangements entered into or materially modified after September 25,
2009. Due to this adoption, we no longer account for the majority of our product sales that contain software elements under the software revenue recognition standards.

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Also in October 2009, the FASB amended the accounting standards for multiple-element (ME) revenue arrangements to:



In the first quarter of fiscal 2010, we adopted the amended accounting standards for ME revenue arrangements entered into or materially modified after September 25, 2009. Prior to adoption,
we were not able to establish VSOE of the standalone selling price for the undelivered support and maintenance elements for a majority of our ME arrangements. The previous accounting standards
required VSOE in order to allocate the arrangement fees to each undelivered element. Since we had not established VSOE, we allocated the arrangement fees to the undelivered element and ratably
recognized the revenue over its estimated support period.
Under the new accounting guidance, we allocate the arrangement fees to each element based on its relative selling price, which we establish using a selling price hierarchy. We determine the
selling price of each element based on its VSOE, if available, TPE, if VSOE is not available, or ESP, if neither VSOE nor TPE is available.
We determine our best estimate of the selling price for an individual element within a ME revenue arrangement using the same methods used to determine the selling price of an element sold
on a standalone basis. If we sell the element on a standalone basis, we estimate the selling price by considering actual sales prices. Otherwise, we estimate the selling price by considering internal
factors such as pricing practices and margin objectives. Consideration is also given to market conditions such as competitor pricing strategies, customer demands, and industry technology lifecycles.
Management applies judgment to establish margin objectives, pricing strategies, and technology lifecycles.
We evaluate each element in a ME arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when it has standalone
value and delivery of an undelivered element is probable and within our control. When these criteria are not met, the delivered and undelivered elements are combined and the arrangement fees are
allocated to this combined single unit. Our adoption of the amended guidance changed our units of accounting for our revenue transactions by allowing us to use ESP, to the extent VSOE or TPE is
not available, to allocate the total fees amongst the delivered and undelivered elements in an arrangement.
If the unit separation criteria are met, we account for each element within a ME arrangement (such as hardware, software, maintenance, and other services) separately, and we allocate fees
from the arrangement based on the relative selling price of each element. For some arrangements, customers receive certain elements over a period after delivery of the initial product. These elements
may include support and maintenance and/or the right to receive upgrades. Revenue allocated to the undelivered element is recognized over either its estimated service period or when the upgrade is
delivered. We do not recognize revenue that is contingent upon the future delivery of products or services or upon future performance obligations. We recognize revenue for delivered elements only
when we have completed all contractual obligations.
We account for the majority of our digital cinema server sales as ME arrangements that may include up to three separate units, or elements, of accounting. The first element consists of our
digital cinema server hardware and the accompanying software, which is essential to the functionality of the hardware. This element is typically delivered at the time of sale. The second element is the
right to receive support and maintenance, which is included with the purchase of the hardware element and is typically delivered over a service period subsequent to

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Provide updated guidance on whether these arrangements exist, how the elements should be separated, and how fees associated with a revenue arrangement (arrangement fees)
should be allocated to each element;



Require an entity to allocate arrangement fees using the estimated selling price (ESP) of each element if the entity does not have vendor specific objective evidence (VSOE) of the
selling price or third-party evidence (TPE) of the selling price; and


Require a vendor to allocate arrangement fees using the relative selling price method.
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the initial sale. The third element is the right to receive specified upgrades, which is included with the purchase of the hardware element and is typically delivered when a specified upgrade is
available, subsequent to the initial sale. The application of the new revenue accounting standards to our digital cinema server sales typically results in the allocation of a substantial majority of the
arrangement fees to the delivered hardware element based on its ESP, relative to the VSOE or ESP of the other elements, which we recognize as revenue at the time of sale. A small portion of the
arrangement fees are allocated to the undelivered support and maintenance element, and in some cases to the undelivered specified upgrade element, based on the VSOE or ESP of each element. The
portion of the arrangement fees allocated to the support and maintenance element is recognized as revenue ratably over the estimated service period, and the portion of the arrangement fees allocated
to specified upgrades is recognized as revenue upon delivery of the upgrade.
Cost of Revenue
Cost of licensing. Cost of licensing primarily consists of amortization expenses associated with purchased intangible assets and intangible assets acquired in business combinations. Cost of
licensing also includes royalty obligations to third parties for the licensing of intellectual property rights that we sublicense as part of our licensing arrangements with our customers.
Cost of products. Cost of products primarily consists of the cost of materials related to products sold, applied labor, and manufacturing overhead. Our cost of products also includes third-party
royalty obligations paid to license intellectual property that we then include in our products.
Cost of services. Cost of services primarily consists of the personnel and personnel-related costs of employees performing our professional services, the cost of outside consultants, and
reimbursable expenses incurred on behalf of customers.
Stock-Based Compensation
We measure expenses associated with all employee stock-based compensation awards using a fair-value method and record such expense in our consolidated financial statements over the
requisite service period. See Note 5 Stockholders Equity and Stock-Based Compensation for further discussion.
Advertising and Promotional Costs
Advertising and promotional costs are charged to sales and marketing expense as incurred. In fiscal 2009, 2010, and 2011, these expenses were $9.7 million, $14.6 million, and $13.6 million,
respectively.
Foreign Currency Translation
We maintain sales, marketing, and business operations in foreign countries. We translate the assets and liabilities of our international non-U.S. dollar functional currency subsidiaries into U.S.
dollars using exchange rates in effect at the end of each period. Revenue and expenses of these subsidiaries are translated using the average rates for the period. Gains and losses from these
translations are included in accumulated other comprehensive income in stockholders equity.
Certain of our foreign subsidiaries transact in currencies other than their functional currency. Foreign currency transaction gains and losses are included in our consolidated statements of
operations. Additionally, we re-measure non-functional currency assets and liabilities of these subsidiaries using the exchange rate at the end of each period and recognize gains and losses in our
consolidated statements of operations. These gains and losses are recorded within other income. In fiscal 2009 and 2010, transaction and re-measurement losses included in net income were $0.7
million and $1.9 million, respectively, while fiscal 2011 transaction and re-measurement gains included in net income were $0.3 million.

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Income Taxes
We use the asset and liability method, under which deferred income tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and
the tax bases of assets and liabilities and net operating loss carryforwards are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected
to be reversed. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization
of deferred tax assets is additionally dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled
reversal of deferred tax liabilities and projected future taxable income in making this assessment. We record a valuation allowance to reduce our deferred tax assets when uncertainty regarding their
realizability exists.
We record an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. We
include interest and penalties related to gross unrecognized tax benefits within our provision for income taxes. To the extent accrued interest and penalties do not ultimately become payable, amounts
accrued are reduced in the period that such determination is made and are reflected as a reduction of the overall income tax provision.
In the fiscal quarter ended December 31, 2010, we initiated a policy to indefinitely reinvest a portion of our undistributed earnings in certain foreign subsidiaries. See Note 7 Income Taxes
for further discussion.
Recently Issued Accounting Standards
In June 2011 the FASB issued Accounting Standards Update (ASU) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income , (ASU 2011-05). This
new accounting standard: (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders equity; (2) requires the consecutive
presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other
comprehensive income to net income. This new standard does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be
reclassified to net income, nor does it affect how earnings per share is calculated or presented. ASU 2011-05 is required to be applied retrospectively and is effective for fiscal years and interim
periods within those years beginning after December 15, 2011, with early adoption permitted. As this new standard only requires enhanced disclosure, the adoption of ASU 2011-05 will not impact
our financial position or results of operations.
In September 2011 the FASB issued ASU No. 2011-08, Goodwill and Other (Topic 350): Testing Goodwill for Impairment, (ASU 2011-08). This new accounting standard simplifies
goodwill impairment tests and states that a qualitative assessment may be performed to determine whether further impairment testing is necessary. ASU 2011-08 is effective for annual and interim
goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We do not expect the adoption of ASU 2011-08 to have a material impact on our consolidated financial
statements.

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3. Composition of Certain Financial Statement Captions
Cash, Cash Equivalents, and Investments
Cash, cash equivalents, and investments as of September 24, 2010 and September 30, 2011 consist of the following:


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September 24,
2010
September 30,
2011
(in thousands)
Cash and cash equivalents:
Cash $ 156,440 $ 394,474
Cash equivalents:
Money market funds 354,428 142,038
U.S. agency securities 10,000 15,000
Commercial paper 19,993
Municipal debt securities 5,000

Total cash and cash equivalents 545,861 551,512

Short-term investments:
Corporate bonds 3,788 52,645
Commercial paper 9,990
Municipal debt securities 188,123 330,562
U.S. agency securities 70,376 8,074
U.S. government bonds 29,992

Total short-term investments 302,269 391,281

Long-term investments (1):
Corporate bonds 25,870 124,313
Municipal debt securities 127,458 141,639
U.S. agency securities 27,522 6,845
U.S. government bonds 9,987

Total long-term investments 190,837 272,797

Total cash, cash equivalents and investments $ 1,038,967 $ 1,215,590


(1) Our long-term investments have maturities that range from one to three years.
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Our investment portfolio, which is recorded as cash equivalents, short-term investments, and long-term investments, consists of the following:

We have classified all of our investments listed in the tables above as available-for-sale securities recorded at fair market value on our consolidated balance sheets, with unrealized gains and
losses reported as a component of accumulated other comprehensive income. Upon sale, amounts of gains and losses reclassified into earnings are determined based on specific identification of
securities sold.
The following tables show the gross unrealized losses and the fair value for those available-for-sale securities that were in an unrealized loss position:


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September 24, 2010
Cost Unrealized Gain Unrealized Loss
Estimated
Fair
Value
(in thousands)
Commercial paper $ 29,983 $ $ $ 29,983
Corporate bonds 29,238 420 29,658
Money market funds 354,428 354,428
Municipal debt securities 318,825 1,781 (25 ) 320,581
U.S. agency securities 107,512 390 (4 ) 107,898
U.S. government bonds 39,949 30 39,979

Cash equivalents and investments $ 879,935 $ 2,621 $ (29 ) $ 882,527

September 30, 2011
Cost Unrealized Gain Unrealized Loss
Estimated
Fair
Value
(in thousands)
Corporate bonds $ 177,129 $ 316 $ (487 ) $ 176,958
Money market funds 142,038 142,038
Municipal debt securities 471,005 1,251 (55 ) 472,201
U.S. agency securities 29,858 65 (4 ) 29,919

Cash equivalents and investments $ 820,030 $ 1,632 $ (546 ) $ 821,116

September 24, 2010
Less than 12 months 12 months or greater Total
Fair Value
Gross
Unrealized

Losses Fair Value
Gross
Unrealized

Losses Fair Value
Gross
Unrealized

Losses
(in thousands)
U.S. agency securities $ 30,112 $ (4 ) $ $ $ 30,112 $ (4 )
Municipal debt securities 62,494 (25 ) 62,494 (25 )

Total $ 92,606 $ (29 ) $ $ $ 92,606 $ (29 )

September 30, 2011
Less than 12 months 12 months or greater Total
Fair Value
Gross
Unrealized

Losses Fair Value
Gross
Unrealized

Losses Fair Value
Gross
Unrealized

Losses
(in thousands)
U.S. agency securities $ 3,997 $ (4 ) $ $ $ 3,997 $ (4 )
Municipal debt securities 79,466 (52 ) 2,081 (3 ) 81,547 (55 )
Corporate bonds 87,613 (487 ) 87,613 (487 )

Total $ 171,076 $ (543 ) $ 2,081 $ (3 ) $ 173,157 $ (546 )

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The unrealized losses on our available-for-sale securities were primarily a result of unfavorable changes in interest rates subsequent to the initial purchase of these securities. As of
September 30, 2011, we owned 54 securities that were in an unrealized loss position. We do not intend to sell, nor will we need to sell, these securities before we recover the associated unrealized
losses. We expect to recover the full carrying value of these securities. As a result, we do not consider any portion of the unrealized losses at September 24, 2010 and September 30, 2011 to be an
other-than-temporary impairment, nor do we consider any of the unrealized losses to be credit losses.
The following tables summarize the amortized cost and estimated fair value of short-term and long-term available-for-sale investments based on stated maturities as of September 24, 2010 and
September 30, 2011:


Accounts Receivable
Accounts receivable consists of the following:



75

September 24,
2010
Amortized Cost Fair Value
(in thousands)
Due within 1 year $ 289,082 $ 289,755
Due in 1 to 2 years 183,130 184,891
Due in 2 to 3 years 18,301 18,460

Total $ 490,513 $ 493,106


September 30,
2011
Amortized Cost Fair Value
(in thousands)
Due within 1 year $ 390,559 $ 391,281
Due in 1 to 2 years 213,487 213,921
Due in 2 to 3 years 58,947 58,876

Total $ 662,993 $ 664,078


September 24,

2010
September 30,

2011
(in thousands)
Trade accounts receivable $ 45,651 $ 59,831
Accounts receivable related to patent administration program 10,646 4,450

Accounts receivable, gross 56,297 64,281
Less: allowance for doubtful accounts (2,040 ) (2,466 )

Accounts receivable, net $ 54,257 $ 61,815

Allowance for Doubtful Accounts
Balance at
Beginning of

Fiscal Year
Charged to

Operations Deductions
Balance at
End of
Fiscal Year
(in thousands)
For fiscal year ended September 25, 2009 $ 1,799 $ 1,392 $ (969 ) $ 2,222
For fiscal year ended September 24, 2010 2,222 365 (547 ) 2,040
For fiscal year ended September 30, 2011 2,040 772 (346 ) 2,466
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Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:

Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following:

Assets held for sale represent digital cinema equipment that we leased to exhibitors beginning in fiscal 2005 in an effort to encourage the cinema industry to transition to digital cinema. In
fiscal 2010, management committed to a plan to sell some of this leased equipment, which required us to classify these assets as held for sale as of September 24, 2010. Consequently, we have
classified the equipment within current assets in our consolidated balance sheets as of September 24, 2010 and September 30, 2011. During fiscal 2011 we sold the majority of these assets, and expect
to sell the remaining assets in fiscal 2012. We have reviewed the carrying value of remaining assets classified as held for sale against recent sales prices and expect to recover the current carrying
value of the assets.
We also hold digital cinema equipment that we lease to exhibitors with a carrying value of approximately $1.1 million that is not yet classified as held for sale since it does not meet all the
held for sale criteria. These assets are classified as products provided under operating leases and held for use, and remain within property, plant and equipment. We are currently exploring future uses
and options for these assets, and have not yet committed to a plan of sale. We believe that the remaining carrying value of our products provided under operating leases included in property, plant and
equipment is recoverable as of September 30, 2011.
We enter into foreign currency forward contracts to hedge against assets and liabilities for which we have foreign currency exchange rate exposure in an effort to reduce the risk that our
earnings will be adversely affected by foreign currency exchange rate fluctuations. As of September 30, 2011, the total notional amounts of outstanding contracts were $4.7 million on our
consolidated balance sheets, and are included in other current assets and other accrued liabilities. See Note 4 Fair Value Measurements for additional information related to our foreign currency
forward contracts.

76

September 24,

2010
September 30,

2011
(in thousands)
Raw materials $ 10,314 $ 10,821
Work in process 3,109 2,942
Finished goods 14,915 12,481

Inventories $ 28,338 $ 26,244


September 24,

2010
September 30,

2011
(in thousands)
Prepaid assets $ 16,191 $ 19,915
Other current assets 1,650 7,667
Income tax receivable 3,497 7,829
Assets held for sale 5,592 1,466

Prepaid expenses and other current assets $ 26,930 $ 36,877

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Property, Plant and Equipment
Property, plant and equipment are recorded at cost and consist of the following:

Depreciation expense for property, plant and equipment was $13.5 million, $17.8 million, and $24.1 million in fiscal 2009, 2010 and 2011, respectively, and is included in cost of products,
cost of services, research and development expenses, sales and marketing expenses, and general and administrative expenses in the accompanying consolidated statements of operations.
Our products provided under operating leases represent digital cinema equipment that we leased to exhibitors beginning in fiscal 2005 in an effort to encourage the cinema industry to
transition to digital cinema. During fiscal 2010, certain events occurred that indicated that the carrying value of our products provided under operating leases may not be recoverable. These events
included a reduction in expected virtual print fees and a reduction in market prices for digital cinema equipment. As a result, we concluded that sufficient indicators existed to require an impairment
analysis during fiscal 2010.
Based on our estimates of the undiscounted future cash flows from virtual print fees and the potential sale value of the equipment, our analysis determined that the equipment was impaired.
Accordingly, we estimated the fair market value of the equipment based on potential sale price estimates and recorded the excess of the carrying value over the fair market value as an impairment
charge. During fiscal 2010, we recorded an impairment charge of $9.6 million related to our products provided under operating leases, which is included in the impairment of products provided under
operating leases line item in the accompanying consolidated statement of operations.
During fiscal 2010, management committed to a plan to sell one of our properties in the U.K. that indicated that the carrying value of the land and building may not be recoverable. Based on
our estimates of the undiscounted future cash flows from this building, our analysis determined that the building was impaired. Accordingly, we estimated the fair market value of the property based
on potential sales price estimates. We recorded the excess of the carrying value over the fair market value of the land and building as impairment charges of $1.1 million and $2.3 million, respectively,
within the restructuring charges line item in the accompanying consolidated statement of operations. The building is held by an entity where we are the managing member and our principal
stockholder is the limited member, but with a majority ownership of the entity. Therefore, the impairment amount reflected in our restructuring charges line item for fiscal 2010 is offset by the share
of the charge attributable to the limited member, or $1.7 million, in our net income attributable to controlling interest line item in the accompanying consolidated statement of operations. Based on the
current facts and circumstances, the property does not meet the criteria for held for sale classification.

77

September 24,

2010
September 30,

2011
(in thousands)
Land $ 12,835 $ 12,778
Buildings 27,029 26,623
Leasehold improvements 33,264 44,021
Machinery and equipment 16,080 20,845
Computer systems and software 43,611 71,220
Furniture and fixtures 9,440 10,537
Products provided under operating leases 1,209 1,060

143,468 187,084
Less: accumulated depreciation (49,371 ) (69,977 )

Property, plant and equipment, net $ 94,097 $ 117,107

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Goodwill and Intangible Assets
Intangible assets consist of the following:

Amortization expense for our intangible assets was $15.2 million, $17.3 million, and $19.8 million in fiscal 2009, 2010, and 2011, respectively, and is included in cost of licensing, cost of
products, research and development, and sales and marketing expenses in the accompanying consolidated statements of operations.
The expected future annual amortization expense of our intangible assets is as follows:

The following table outlines changes to the carrying amount of goodwill:


78

September 24,
2010
September 30,
2011
Cost
Accumulated
Amortization Net Cost
Accumulated
Amortization Net
(in thousands)
Intangible assets subject to amortization:
Acquired patents and technology $ 61,767 $ (24,986 ) $ 36,781 $ 61,611 $ (32,146 ) $ 29,465
Customer relationships 30,790 (10,095 ) 20,695 30,748 (12,821 ) 17,927
Customer contracts 5,973 (4,483 ) 1,490 6,063 (6,063 )
Other intangibles 20,307 (12,254 ) 8,053 20,308 (16,127 ) 4,181

Total $ 118,837 $ (51,818 ) $ 67,019 $ 118,730 $ (67,157 ) $ 51,573

Amortization
Fiscal Year Expense
(in thousands)
2012 $ 12,697
2013 11,923
2014 10,279
2015 7,823
2016 5,654
Thereafter 3,197

Total $ 51,573

Total
(in thousands)
Balance at September 25, 2009 $ 261,121
Acquired goodwill 3,266
Translation adjustments and other 193

Balance at September 24, 2010 $ 264,580
Acquired goodwill 182
Translation adjustments and other (1,502 )

Balance at September 30, 2011 $ 263,260

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Accrued Liabilities
Accrued liabilities consist of the following:

Other Non-Current Liabilities
Other non-current liabilities consist of the following:

See Note 7 Income Taxes for additional information related to tax liabilities.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists of the following:

Per Share Data
We compute basic earnings per share by dividing net income attributable to Dolby Laboratories, Inc. by the weighted average number of shares of Class A and Class B common stock
outstanding during the period. For diluted earnings per share, we divide net income attributable to Dolby Laboratories, Inc. by the sum of the weighted average number of shares of Class A and Class
B common stock outstanding and the potential number of dilutive shares of Class A and Class B common stock outstanding during the period.

79

September 24,
2010
September 30,
2011
(in thousands)
Accrued royalties $ 4,140 $ 1,947
Amounts payable to joint licensing program partners 42,837 42,502
Accrued compensation and benefits 62,044 41,168
Accrued professional fees 8,078 5,727
Current portion of litigation settlement (see Note 12) 2,890
Other accrued liabilities 24,619 25,691

Accrued liabilities $ 144,608 $ 117,035


September 24,

2010
September 30,

2011
(in thousands)
Supplemental retirement plan obligations $ 2,118 $ 1,811
Non-current tax liabilities 20,036 13,070
Other liabilities 4,861 8,574

Other non-current liabilities $ 27,015 $ 23,455


September 24,

2010
September 30,

2011
(in thousands)
Accumulated foreign currency translation gains, net of tax of ($2,655) and ($2,653) $ 6,195 $ 6,834
Accumulated unrealized gains on available-for-sale securities, net of tax of ($986) and ($387) 1,606 699

Total accumulated other comprehensive income $ 7,801 $ 7,533

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The following table sets forth the computation of basic and diluted earnings per share attributable to Dolby Laboratories, Inc.:

Sales Tax
We account for sales tax on a net basis by excluding sales tax from our revenue.
Release of Value-Added Tax (VAT) Reserves
During fiscal 2011 we completed our analysis of recent VAT law changes enacted in the European Union and other foreign jurisdictions. Based on this analysis, we released $3.2 million of
VAT reserves and related estimated penalties which were recorded as reductions of general and administrative expense. Additionally, we released $1.4 million of VAT-related interest reserves, which
was recorded as a reduction of interest expense. These liabilities were previously included in other accrued liabilities in our consolidated balance sheets.
4. Fair Value Measurements
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:


80
Fiscal Year Ended

September 25,
2009
September 24,
2010
September 30,
2011
(in thousands, except per share amounts)
Numerator:
Net income attributable to Dolby Laboratories, Inc. $ 242,991 $ 283,447 $ 309,267

Denominator:
Weighted-average shares outstandingbasic 113,101 113,452 111,444
Potential common shares from options to purchase Class A and
Class B common stock 2,167 1,769 941
Potential common shares from restricted stock units 99 167 169

Weighted-average shares outstandingdiluted 115,367 115,388 112,554

Net income per share attributable to Dolby Laboratories, Inc.basic $ 2.15 $ 2.50 $ 2.78
Net income per share attributable to Dolby Laboratories, Inc.diluted $ 2.11 $ 2.46 $ 2.75
Antidilutive options excluded from calculation 3,409 2,074 3,289
Antidilutive restricted stock units excluded from calculation 148 457 535
Level 1: Quoted prices in active markets at the measurement date for identical assets and liabilities.
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.
Level 3: Unobservable inputs are used when little or no market data is available and reflect managements estimates of assumptions that market participants would use in pricing the asset or liability.
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Financial assets and liabilities carried at fair value as of September 24, 2010 are classified below:


Financial assets and liabilities carried at fair value as of September 30, 2011 are classified below:



81
Level 1 Level 2 Level 3 Total
(in thousands)
Assets:
Investments held in supplemental retirement plan (1) $ 2,200 $ $ $ 2,200
Money market funds (2) 354,428 354,428
Commercial paper (2) 29,983 29,983
Corporate bonds (2) 29,658 29,658
Municipal debt securities (2) 320,581 320,581
U.S. agency securities (2) 107,898 107,898
U.S. government bonds (2) 39,979 39,979

Total $ 504,505 $ 380,222 $ $ 884,727


(1) These assets are included within prepaid expenses and other current assets and other non-current assets.
(2) These assets are included within cash and cash equivalents, short term investments, and long term investments.
Level 1 Level 2 Level 3 Total
(in thousands)
Liabilities:
Investments held in supplemental retirement plan (1) $ 2,200 $ $ $ 2,200

Total $ 2,200 $ $ $ 2,200


(1) These liabilities are included within accrued compensation and benefits and other noncurrent liabilities.
Level 1 Level 2 Level 3 Total
(in thousands)
Assets:
Investments held in supplemental retirement plan (1) $ 1,891 $ $ $ 1,891
Money market funds (2) 142,038 142,038
Corporate bonds (3) 176,958 176,958
Municipal debt securities (3) 472,201 472,201
U.S. agency securities (2), (3) 29,919 29,919

Total $ 173,848 $ 649,159 $ $ 823,007


(1) These assets are included within prepaid expenses and other current assets and other non-current assets.
(2) These assets are included within cash and cash equivalents.
(3) These assets are included within short-term investments and long-term investments.
Level 1 Level 2 Level 3 Total
(in thousands)
Liabilities:
Investments held in supplemental retirement plan (1) $ 1,891 $ $ $ 1,891

Total $ 1,891 $ $ $ 1,891


(1) These liabilities are included within accrued compensation and benefits and other noncurrent liabilities.
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We base the fair value of our Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Our Level 1 financial instruments include
money market funds, U.S. agency securities, U.S. government bonds, and mutual fund investments held in our supplemental retirement plan.
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 inputs other
than quoted prices that are observable either directly or indirectly. Our professional pricing service gathers quoted market prices and observable inputs for all of our fixed income securities from a
variety of industry data providers. The valuation techniques used to measure the fair value of our Level 2 financial instruments were derived from non-binding market consensus prices that are
corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques.
We validate the quoted market prices provided by our primary pricing service by comparing their assessment of the fair values of our investment portfolio balance against the fair values of our
investment portfolio balance obtained from an independent source, which may include our investment managers.
We did not own any Level 3 financial assets or liabilities as of September 24, 2010 or September 30, 2011.
We enter into foreign currency forward contracts to hedge against assets and liabilities for which we have foreign currency exchange rate exposure, in an effort to reduce the risk that our
earnings will be adversely affected by foreign currency exchange rate fluctuations. These derivative instruments are carried at fair value with changes in the fair value recorded to interest and other
(expense)/income, net in our consolidated statements of operations. Our foreign currency forward contracts which are not designated as hedging instruments are used to reduce the exchange rate risk
associated primarily with intercompany receivables and payables. These contracts do not subject us to material balance sheet risk due to exchange rate movements because gains and losses on these
derivatives are intended to offset gains and losses on the related receivables and payables for which we have foreign currency exchange rate exposure. As of September 30, 2011, the outstanding
balance sheet derivative instruments had maturities of 30 days or less and the total notional amounts of outstanding contracts were $4.7 million on our consolidated balance sheets, which are included
in other current assets and other accrued liabilities.
5. Stockholders Equity and Stock-Based Compensation
Class A and Class B Common Stock
Our board of directors has authorized two classes of common stock, Class A and Class B. At September 30, 2011, we had authorized 500,000,000 Class A shares and 500,000,000 Class B
shares. At September 30, 2011, we had 51,860,546 shares of Class A common stock and 57,559,554 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
2000 Stock Incentive Plan. Effective October 2000, we adopted the 2000 Stock Incentive Plan. The 2000 Stock Incentive Plan, as amended, provides for the issuance of incentive and non-
qualified stock options to employees, directors, and consultants of Dolby Laboratories to purchase up to 15.1 million shares of Class B common stock. Under the terms of this plan, options became
exercisable as established by the board of directors (ratably over four years), and expire ten years after the date of the grant. Options granted under the plan were granted at not less than fair market
value at the date of grant.

82
Table of Contents
As of September 30, 2011, there were options outstanding to purchase 0.3 million shares of Class B common stock, of which all were vested and exercisable. The options outstanding have a
remaining weighted-average contractual life of 2.6 years. Subsequent to fiscal 2005, no further options were granted under this plan. The 2000 Stock Incentive Plan terminated on October 1, 2010 and
no shares of our common stock remained available for future issuance under that plan other than pursuant to outstanding options.
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 incentive stock options, nonstatutory
stock options, restricted stock, restricted stock units, stock appreciation rights, deferred stock units, performance units, performance bonus awards, and performance shares. A total of 21.0 million
shares of our Class A common stock is authorized for issuance under the 2005 Stock Plan. For any 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 restricted stock unit 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
restricted stock unit 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 shares for every one share returned.
As of September 30, 2011, there were options outstanding to purchase 5.5 million shares of Class A common stock, of which 2.5 million were vested and exercisable. The options outstanding
have a remaining weighted-average contractual life of 7.7 years.
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, restricted stock units, and
stock appreciation rights under our equity incentive plans, as well as shares under our Employee Stock Purchase Plan (ESPP).
Stock-based compensation expense recorded in our consolidated statements of operations for fiscal 2009, 2010, and 2011 was as follows:


83
Fiscal Year Ended

September 25,

2009 (2)
September 24,

2010 (2)
September 30,

2011 (2)
(in thousands)
Stock-based compensation:
Stock options (1) $ 16,643 $ 18,135 $ 24,788
Restricted stock units 5,205 9,560 18,339
Employee stock purchase plan 529 673 842
Stock appreciation rights 45 447 (304 )

Total stock-based compensation 22,422 28,815 43,665
Benefit from income taxes (7,708 ) (9,805 ) (14,744 )

Total stock-based compensation, net of tax $ 14,714 $ 19,010 $ 28,921


(1) Expense excludes $0.8 million in fiscal 2010 and $0.6 million in fiscal 2011 related to stock-based compensation which was capitalized to property, plant and equipment.
(2) We also recognized $0.7 million, $1.2 million, and $0.3 million in fiscal 2009, 2010, and 2011, respectively, of tax benefit from certain exercises of incentive stock options and shares issued
under our ESPP, which is not included in the table above.
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Stock Options. We have granted stock options to our employees, officers, and directors under our 2005 Stock Plan and our 2000 Stock Incentive Plan. 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 B common stock under the 2000 Stock Incentive Plan and 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.
On February 16, 2010 and February 15, 2011, pursuant to a contractual agreement, we granted 16,651 and 12,443 stock options, respectively, to our Executive Chairman of the Board of
Directors. The size of the grants were determined by our Compensation Committee in the second quarter of fiscal 2010 and second quarter of fiscal 2011, and were based on the Compensation
Committees assessment of his achievement of performance goals relating to leadership, counseling, and technology consulting in each preceding year. The stock options have an exercise price equal
to the fair market value of the Class A common stock on the date of grant. The fair value of each of the grants on February 16, 2010 and February 15, 2011 was $0.3 million and $0.2 million,
respectively. We recorded $0.1 million, $0.1 million, and $0.3 million in stock-based compensation expense in fiscal 2009, 2010, and 2011, respectively, related to this contractual agreement with our
Executive Chairman of the Board of Directors.
We use the Black-Scholes option pricing model to determine the fair value of employee stock options at the date of grant. The fair value of our stock-based awards was estimated using the
following weighted-average assumptions:

To determine an estimate for the expected term of our stock options, we evaluated historical exercise patterns of our employees and made an assumption regarding future exercise patterns. To
determine an estimate for the expected stock price volatility, we used a blend of the historical volatility for our common stock since our initial public offering and our implied volatility. To determine
an estimate for the risk-free interest rate we used an average interest rate based on U.S. Treasury instruments having terms consistent with the expected term of our awards.
The following table summarizes the weighted-average fair value of stock options granted and the total intrinsic value of stock options exercised during fiscal 2009, 2010, and 2011:


84
Fiscal Year Ended

September 25,

2009
September 24,

2010
September 30,

2011
Expected life (in years) 5.02 4.66 4.40
Risk-free interest rate 2.0 % 2.2 % 1.5 %
Expected stock price volatility 47.1 % 41.7 % 41.4 %
Dividend yield
Fiscal Year Ended

September 25,

2009
September 24,

2010
September 30,

2011
Weighted-average fair value at date of grant $ 14.32 $ 19.93 $ 22.31
Intrinsic value of options exercised (in thousands) 29,523 79,453 46,649
Fair value of options vested (in thousands) 17,448 20,542 26,442
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Stock-based compensation expense related to employee stock options was recognized net of estimated forfeitures. We determine our estimated forfeiture rate based on an evaluation of
historical forfeitures. For awards granted in fiscal 2009, 2010, and 2011, we used an estimated forfeiture rate of 5.13%, 5.69%, and 6.10%, respectively. Total unrecorded stock-based compensation
cost at September 30, 2011 associated with employee stock options expected to vest was $52.7 million, which is expected to be recognized over a weighted-average period of 2.7 years.
The following table summarizes information about stock options issued to officers, directors, and employees under our 2000 Stock Incentive Plan and 2005 Stock Plan:

Aggregate intrinsic value is based on the closing price of our common stock on September 30, 2011 of $27.44 and excludes the impact of options that were not in-the-money.
The following table summarizes information about stock options outstanding and exercisable at September 30, 2011:

Restricted Stock Units. We grant restricted stock units to certain employees, officers, and directors 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
to new directors vest over approximately two years, with 50% vesting per year, while awards granted from November 2010 onwards to ongoing directors vest over

85
Shares
Weighted
Average
Exercise Price
Weighted Average

Remaining
Contractual Life
Aggregate
Intrinsic
Value
(in thousands) (in years) (in thousands)
Options outstanding at September 24, 2010 5,625 $ 35.05
Grants 1,628 62.30
Exercises (1,166 ) 19.27
Forfeitures (286 ) 49.07

Options outstanding at September 30, 2011 5,801 45.19 7.5 $ 8,358

Options vested and expected to vest at September 30, 2011 5,549 44.94 7.4 8,358

Options exercisable at September 30, 2011 2,721 34.91 6.2 8,357

Outstanding Options Options Exercisable
Range of Exercise Price Shares
Weighted
Average
Remaining
Contractual

Life
Weighted

Average
Exercise
Price Shares
Weighted
Average
Exercise Price
(in thousands) (in years) (in thousands)
$1.25 - $1.25 5 0.1 $ 1.25 5 $ 1.25
$1.26 - $1.26 19 1.2 1.26 19 1.26
$2.08 - $6.28 161 2.6 2.08 161 2.08
$6.29 - $19.21 282 3.5 15.68 282 15.68
$19.22 - 28.12 64 5.0 22.45 60 22.08
$28.13 - $38.20 1,526 6.7 31.61 1,052 31.17
$38.21 - $48.14 539 7.6 43.38 248 42.81
$48.15 - $51.18 507 6.6 48.35 343 48.25
$51.19 and above 2,698 8.8 59.22 551 52.50

5,801 2,721

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approximately one year. Our 2005 Stock Plan also allows us to grant restricted stock units which vest based on the satisfaction of specific performance criteria, although no such awards have been
granted as of September 30, 2011. 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 common stock on the date of grant and is recognized over the requisite service period. No restricted stock units were granted prior to fiscal 2008. Total unrecorded stock-based
compensation cost at September 30, 2011 associated with restricted stock units expected to vest was $37.6 million, which is expected to be recognized over a weighted-average period of 2.8 years.
The following table summarizes information about restricted stock units issued to officers, directors, and employees under our 2005 Stock Incentive Plan:

Stock Appreciation Rights. We have granted stock appreciation rights to certain of our foreign employees. These awards are settled in cash rather than stock, and are classified as liability
awards.
Employee Stock Purchase Plan. In January 2005, our board of directors adopted and our stockholders approved our ESPP, which 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 one thousand shares in an
offering period, whichever is less. The plan provides for a discount equal to 15 percent of the closing price on the New York Stock Exchange on the last day of the purchase period. Under the ESPP,
substantially all employees may purchase Class A common stock through payroll withholdings. Our ESPP does not have a look-back option and is classified as a liability award. At September 30,
2011, our accrued liabilities included $2.4 million for employee withholdings and related compensation cost.
6. Restructuring
In fiscal 2010, we informed approximately 60 general and administrative employees of our plans to reorganize certain aspects of our global business infrastructure. As a result of this action,
we offered severance benefits to the affected employees. The majority of these employees were required to render service through November 15, 2010 to receive these severance benefits. We
recognized the total severance and other associated costs of approximately $3.9 million for these employees on a ratable basis through termination dates for each employee. These expenses were
recognized in restructuring charges, net, in the accompanying consolidated statements of operations.
In fiscal 2010, we also recorded $3.4 million of impairment within the restructuring charges line item in the accompanying consolidated statements of operations related to one of our buildings
held in the UK. See Note 3 Composition of Certain Financial Statement Captions for further information.
In September 2011, we informed approximately 55 employees of our plans to reorganize certain aspects of our business under a strategic restructuring program. As a result of this action, we
have offered severance benefits to the affected employees. The majority of these employees are not required to render additional service to receive these severance benefits, and as such, we recognized
total estimated severance and other associated costs of $2.5 million for these employees in fiscal 2011, as well as $0.2 million in fixed asset write-off costs.

86
Shares
Weighted Average

Fair Value
(in thousands)
Non-vested at September 24, 2010 823 $ 44.91
Granted 484 61.62
Vested (292 ) 43.46
Forfeitures (69 ) 47.67

Non-vested at September 30, 2011 946 53.71

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We expect to recognize an additional $2.1 million in restructuring expense in fiscal 2012, including $0.9 million in severance and other associated costs, $0.8 million in facilities and contract
termination costs, and $0.4 million in fixed asset write-off costs. These expenses are being recognized in restructuring charges, net, in the accompanying consolidated statements of operations.
Changes in our restructuring accruals in fiscal 2010 and 2011, which were included within accrued liabilities on our consolidated balance sheets as of September 24, 2010 and September 30,
2011, respectively, were as follows:

7. Income Taxes
The components of our income before provision for income taxes are as follows:

The provision for income taxes consists of the following:


87
Severance
Facilities and
contract
termination costs
Fixed assets

write-off
Other associated

costs Total
(in thousands)
Balance at September 25, 2009 $ 1,103 $ 88 $ $ 20 $ 1,211
Restructuring charges 3,084 3,392 550 7,026
Cash payments (1,383 ) (88 ) (182 ) (1,653 )
Non-cash charges (3,392 ) (158 ) (3,550 )

Balance at September 24, 2010 $ 2,804 $ $ $ 230 $ 3,034
Restructuring charges 3,185 199 22 3,406
Cash payments (3,716 ) (131 ) (3,847 )
Non-cash charges (23 ) (199 ) (1 ) (223 )

Balance at September 30, 2011 $ 2,250 $ $ $ 120 $ 2,370

Fiscal Year Ended

September 25,
2009
September 24,
2010
September 30,
2011
(in thousands)
U.S. $ 357,401 $ 401,936 $ 350,189
Foreign 14,018 35,076 90,454

Total $ 371,419 $ 437,012 $ 440,643

Fiscal Year Ended

September 25,

2009
September 24,

2010
September 30,

2011
(in thousands)
Current:
Federal $ 80,298 $ 109,050 $ 71,336
State 13,213 18,382 18,069
Foreign 28,325 41,942 33,567

Total current 121,836 169,374 122,972
Deferred:
Federal 7,187 (12,790 ) 3,638
State 1,433 (1,149 ) 9,756
Foreign (3,383 ) (1,250 ) (6,305 )

Total deferred 5,237 (15,189 ) 7,089

Provision for income taxes $ 127,073 $ 154,185 $ 130,061

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We recognize licensing revenue gross of withholding taxes, which our licensees remit directly to their local tax authorities, and for which we receive a related foreign tax credit in our income
tax provision. Withholding taxes were $22.8 million, $31.6 million and $32.2 million in fiscal 2009, 2010, and 2011, respectively. The foreign current tax includes this withholding tax expense and
the appropriate foreign tax credit benefit is included in the current federal and foreign taxes.
In the fiscal quarter ended December 31, 2010, we initiated a policy to indefinitely reinvest a portion of the earnings of certain operations outside of the U.S. As a result, we have not provided
deferred U.S. income taxes or foreign withholding taxes on undistributed earnings of approximately $71.4 million, which are permanently reinvested outside the U.S. Upon distribution of these
earnings, we could be subject to both U.S. income taxes, adjusted for any foreign tax credits, and withholding taxes, estimated at approximately $20.7 million as of September 30, 2011.
In the fiscal quarter ended December 31, 2010, we also completed a restructuring of our international operations, which resulted in the release of a deferred tax liability of $11.0 million related
to the amortization of an intangible asset from a prior year acquisition.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes, using enacted tax rates in effect for the year in which the differences are expected to reverse. A summary of the tax effects of the temporary differences is as follows:


88

September 24,

2010
September 30,

2011
(in thousands)
Deferred income tax assets:
Investments $ 2,045 $ 1,932
Accounts receivable 713 417
Inventories 2,513 3,304
Net operating loss 4,210 2,987
U.S. state taxes 5,911 5,749
Accrued expenses 18,874 9,216
Stock-based compensation 16,531 19,547
Revenue recognition 72,411 67,154
Foreign tax credits 4,625 3,528
Other 5,654 6,040

Total gross deferred income tax assets 133,487 119,874
Less: valuation allowance

Total deferred income tax assets 133,487 119,874
Deferred income tax liabilities:
Translation adjustment (2,161 ) (837 )
Intangibles (12,281 ) (595 )
International earnings (1,622 ) (1,485 )
Depreciation and amortization (5,272 ) (11,422 )
Unrealized gain on investments (992 ) (558 )

Deferred income tax assets, net $ 111,159 $ 104,977

The above deferred income tax assets, net have been classified in the accompanying consolidated balance sheets as follows:
Current deferred income tax assets $ 102,758 $ 90,869
Long-term deferred income tax assets, net 8,401 14,108

Deferred income tax assets, net $ 111,159 $ 104,977

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Based upon the level of historical taxable income and projections for future taxable income over periods in which the deferred tax assets are deductible, we believe it is more likely than not
that the benefits of these deductible differences will be realized; therefore, a valuation allowance is not required.
As of September 30, 2011, we had net operating loss carryovers for Australia tax purposes of $1.2 million. These loss carryovers have no expiration dates. As part of an acquisition in April
2009, we acquired net operating loss carryovers for federal and California tax purposes of $9.7 million and $9.6 million, respectively. The losses carried forward for federal and California tax
purposes as of September 30, 2011 were $7.2 million and $9.6 million, respectively, and will expire in fiscal 2029 if unused.
A reconciliation of the federal statutory tax rate to our effective tax rate for fiscal 2009, 2010, and 2011 is as follows:

Our policy to indefinitely reinvest a portion of our undistributed earnings in certain foreign subsidiaries with tax rates lower than those in the U.S. resulted in a reduction to our fiscal 2011 tax
rate. In the first quarter of fiscal 2011 we obtained a tax ruling that will reduce our foreign tax liability for the current and future years. The tax ruling resulted in a release of certain deferred tax
liabilities associated with a prior year acquisition in our foreign operations. For fiscal 2012 and future years, we expect a reduction in our California tax rate. As a result, in fiscal 2011 we reduced
certain deferred tax assets, which increased our tax rate in the current year. Additionally, in the fiscal quarter ended December 31, 2010, a change in the tax law retroactively reinstated the federal
research and development tax credits for a portion of fiscal 2010. As a result, we recognized an increase in federal research and development tax credits for fiscal 2011, as compared to fiscal 2010,
thereby further lowering our effective tax rate.
As of September 30, 2011, the total amount of gross unrecognized tax benefits was $8.7 million, of which $3.8 million, if recognized, would impact our effective tax rate. Our liability for
unrecognized tax benefits is classified within non-current liabilities in our consolidated balance sheets.

89
Fiscal Year Ended

September 25,

2009
September 24,

2010
September 30,

2011
Federal statutory rate 35.0 % 35.0 % 35.0 %
State income taxes, net of federal effect 3.3 3.2 4.7
Stock-based compensation expense rate (0.1 ) (0.1 ) 0.3
Research and development tax credits (1.5 ) (0.8 ) (1.6 )
Tax exempt interest (0.8 ) (0.4 ) (0.3 )
U.S. manufacturing tax incentives (1.6 ) (1.8 ) (1.9 )
Foreign rate differential (0.1 ) (0.1 ) (4.6 )
Foreign reversal of deferred tax liabilities (2.5 )
Other 0.2 0.4

Effective tax rate 34.2 % 35.2 % 29.5 %

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The aggregate changes in the balance of gross unrecognized tax benefits, excluding interest and penalties, were as follows:

To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced in the period that such determination is made and are reflected as a reduction
of the overall income tax provision. At September 24, 2010, we had $0.9 million of accrued interest and $2.6 million of accrued penalties on unrecognized tax benefits. At September 30, 2011, we had
$2.0 million of accrued interest and $2.4 million of accrued penalties on unrecognized tax benefits. In fiscal 2011 our current tax provision was reduced by penalties of $0.2 million and increased by
interest expense of $1.1 million.
We file income tax returns in the U.S. on a federal basis and in several U.S. state and foreign jurisdictions. Our most significant tax jurisdictions are the U.S., the United Kingdom (U.K.), the
Netherlands, and the state of California. Our tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. We
are no longer subject to examinations by the Internal Revenue Service through the 2006 tax year, for U.S. federal tax purposes, and through the 2006 fiscal year by the appropriate governmental
agencies for U.K. tax purposes. In addition, we are no longer subject to examination by the state of New York through the 2005 tax year for income tax purposes. Our California filings are no longer
subject to examination through the 2004 tax year by the appropriate California agency. Other significant jurisdictions include Australia, Canada, and Sweden and they are no longer subject to
examinations through the years 2003, 2006, and 2007, respectively. In the second quarter of fiscal 2011 we reached a tax settlement with the IRS for the tax years 2004 through 2006. In connection
with the settlement, we reduced our gross unrecognized tax benefits by $8.1 million and recognized a $0.3 million tax benefit. We do not believe that the outcome of any ongoing examination will
have a material impact on our financial statements.
We continue to monitor the progress of ongoing income tax controversies and the impact, if any, of the expected tolling of the statute of limitations in various taxing jurisdictions. Considering
these facts, we do not currently believe there is a reasonable possibility of any significant change to our total unrecognized tax benefits within the next twelve months.
8. Retirement Plans
We maintain a tax-qualified 401(k) retirement plan for employees in the U.S. and similar plans in foreign jurisdictions. Retirement plan expenses were $9.2 million, $11.1 million, and $11.3
million for fiscal 2009, 2010, and 2011, respectively. Retirement plan expenses are included in cost of products, cost of services, sales and marketing, general and administrative, and research and
development expense in the accompanying consolidated statements of operations.

90
(in thousands)
Balance as of September 25, 2009 $ 16,916
Lapse of statute of limitations (2,143 )
Decreases in balances related to tax positions taken during prior years
Increases in balances related to tax positions taken during prior years 520
Increases in balances related to tax positions taken during the current year 1,265

Balance as of September 24, 2010 $ 16,558
Lapse of statute of limitations (1,097 )
Decreases in balances related to tax positions taken during prior years (8,083 )
Increases in balances related to tax positions taken during prior years 1,006
Increases in balances related to tax positions taken during the current year 299

Balance as of September 30, 2011 $ 8,683

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9. Commitments and Contingencies
The following table presents a summary of our contractual obligations and commitments as of September 30, 2011:

Rental expenses under operating leases were $7.9 million, $8.7 million, and $12.6 million for fiscal 2009, 2010, and 2011, respectively. These amounts include expenses for rent payable to
our principal stockholder of $1.3 million, $1.4 million, and $1.4 million for fiscal 2009, 2010, and 2011, respectively.
We are party to certain contractual agreements under which we have agreed to provide indemnifications of varying scope and duration to the other party relating to our licensed intellectual
property. Historically, we have made no payments for these indemnification obligations and no amounts have been accrued in our consolidated financial statements with respect to these
obligations. Due to their varying terms and conditions, we are unable to make a reasonable estimate of the maximum potential amount we could be required to pay.
10. Geographic Data
Operating Segments
We operate as a single reportable segment on an enterprise-wide basis. We generate revenue by licensing our technologies to manufacturers of CE products and software vendors and by
selling our professional products and related services to entertainment content creators, producers, and distributors.
Geographic Information
Revenue by geographic region, which was determined based on the location of our licensees for licensing revenue, the location of our direct customers or distributors for products revenue, and
the location where we perform our services for services revenue, was as follows:


91
Payments Due By Period

Fiscal
2012
Fiscal
2013
Fiscal
2014
Fiscal
2015
Fiscal
2016 Thereafter Total
(in thousands)
Operating leases (1) $ 10,294 $ 9,486 $ 8,391 $ 6,006 $ 4,949 $ 5,048 $ 44,174
Purchase obligations (2) 1,900 1,463 3,363

Total $ 12,194 $ 10,949 $ 8,391 $ 6,006 $ 4,949 $ 5,048 $ 47,537


(1) Operating lease payments include future minimum rental commitments, including those payable to our principal stockholder, for non-cancelable operating leases of office space as of
September 30, 2011.
(2) Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. These represent non-cancelable commitments for which a
penalty would be imposed if the agreement was cancelled for any reason other than an event of default as described by the agreement.

September 25,
2009
September 24,
2010
September 30,
2011
(in thousands)
U.S. $ 252,310 $ 318,127 $ 301,868
International 467,193 604,586 653,637

Total revenue $ 719,503 $ 922,713 $ 955,505

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The concentration of our revenue from individual geographic regions was as follows:

Long-lived tangible assets, net of accumulated depreciation, by geographic region were as follows:

11. Common Stock Repurchase Program
In November 2009, we announced a stock repurchase program, whereby we may repurchase up to $250.0 million of our Class A common stock. Our Board of Directors approved an additional
$300.0 million for our stock repurchase program in July 2010, and an additional $250.0 million in July 2011, for a total authorization of up to $800.0 million in stock repurchases. Stock repurchases
under this 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 programs, and other market conditions. We
may limit, suspend, or terminate the stock repurchase program at any time without prior notice. This program does not have a specified expiration date. Shares repurchased under the program will be
returned to the status of authorized but unissued shares of Class A common stock.
Stock repurchase activity under the stock repurchase program during fiscal 2011 is summarized as follows:


92

September 25,

2009
September 24,

2010
September 30,

2011
U.S. 35 % 34 % 32 %
Japan 21 % 19 % 20 %
Europe 17 % 16 % 15 %
Taiwan 11 % 9 % 8 %
South Korea 8 % 12 % 13 %
China 6 % 5 % 6 %
Other 2 % 5 % 6 %

September 24,

2010
September 30,

2011
(in thousands)
U.S. $ 76,257 $ 87,486
International 17,840 29,621

Total long-lived tangible assets, net of accumulated depreciation $ 94,097 $ 117,107


Shares
Repurchased
Cost
(in thousands)

(1)
Average Price
Paid per Share

(2)
Repurchase activity for the fiscal quarter ended December 31, 2010 732,665 $ 45,966 $ 62.72
Repurchase activity for the fiscal quarter ended April 1, 2011 546,940 29,158 53.30
Repurchase activity for the fiscal quarter ended July 1, 2011 1,465,264 67,376 45.97
Repurchase activity for the fiscal quarter ended September 30, 2011 1,390,151 49,910 35.89

Total 4,135,020 $ 192,410


(1) Cost of share repurchases includes the price paid per share and applicable commissions.
(2) Excludes commission costs.
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12. Legal Proceedings
In March 1997, an unrelated third party filed a lawsuit against us alleging breach of a written agreement. In April 2002, we settled the dispute and agreed to pay a total of $30.0 million,
without interest, in ten equal annual installments of $3.0 million per year beginning in June 2002. We recorded this liability at its present value of $24.2 million on the consolidated balance sheet.
Interest related to this liability is recorded quarterly and is included in interest expense on the accompanying consolidated statements of operations. Other than such payments, neither party has any
material obligations as a result of the settlement. As of September 30, 2011, we had paid all amounts due under this settlement.
During the fiscal quarter ended July 1, 2011, we filed patent infringement lawsuits in the U.S. and in Germany against Research in Motion Ltd. (RIM), a previously unlicensed user of
certain of our patented technologies. In July 2011, RIM signed a license agreement with Via Licensing Corporation (Via), our wholly-owned subsidiary and the licensing administrator for the patent
pool which includes Dolbys essential AAC patents, which entitled us to back royalties for Dolby technologies used in RIMs products. Based on this license agreement, we recognized revenue of
$15.2 million during the fourth quarter of fiscal 2011 for back royalties related to the Dolby patents and Via administration fees, including $11.3 million attributable to periods prior to fiscal 2011. We
also received interest related to these back royalties of $2.2 million, which was recognized as interest income.
We are involved in various legal proceedings from time to time arising from the normal course of business activities, including claims of alleged infringement of intellectual property rights,
commercial, employment, and other matters. In our opinion, resolution of these pending matters is not expected to have a material adverse impact on our operating results or financial condition. Given
the unpredictable nature of legal proceedings, it is possible that an unfavorable resolution of one or more such proceedings could materially affect our future operating results or financial condition in
a particular period; however, based on the information known by us as of the date of this filing and the rules and regulations applicable to the preparation of our financial statements, any such amount
is either immaterial or it is not possible to provide an estimated amount of any such potential loss.
13. Comprehensive Income
Comprehensive Income
The components of comprehensive income were as follows:


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Fiscal Year Ended

September 25,

2009
September 24,

2010
September 30,

2011
(in thousands)
Net income including controlling interest $ 244,346 $ 282,827 $ 310,582
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax (3,866 ) (1,290 ) 509
Unrealized gains (losses) on available-for-sale securities,
net of tax 3,167 (622 ) (907 )
Reversal of unrealized losses on auction rate certificates,
net of tax 3,727

Comprehensive income 247,374 280,915 310,184
Less: comprehensive loss (income) attributable to controlling interest (419 ) (792 ) 1,185

Comprehensive income attributable to Dolby Laboratories, Inc. $ 247,793 $ 281,707 $ 308,999

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14. Related Party Transactions
We lease our primary San Francisco corporate offices from our principal stockholder. The current lease expires on December 31, 2013, but we have the option to renew the lease for two
additional five-year terms. Related party rent expense included in general and administrative expenses in our consolidated statements of operations for fiscal 2009, 2010, and 2011 was $1.3 million,
$1.4 million, and $1.4 million, respectively.
We are the managing member or general partner in entities which own and lease commercial property in the U.S. and United Kingdom. Our principal stockholder is the limited member or
limited partner, but with a majority economic interest, in each of these entities. These entities were established for the purposes of purchasing and leasing commercial property primarily for our own
use. While a portion of the property is leased to third parties, we occupy a majority of the space. Therefore, given that these affiliated entities are an integrated part of our operations, we have
consolidated the entities assets and liabilities and results of operations in our consolidated financial statements. The share of earnings and net assets of the entities attributable to the limited member or
limited partner, as the case may be, is reflected as controlling interest in the accompanying consolidated financial statements. These entities distributed approximately $0.3 million in each of fiscal
2009, 2010 and 2011 to our principal stockholder. During fiscal 2010, we paid off in full the debt used to finance the purchases of property.
Our ownership interest in the consolidated affiliated entities is as follows:


94
Company Name
Ownership
interest as of
September 30,

2011
Dolby Properties, LLC 37.5 %
Dolby Properties Brisbane, LLC 49.0 %
Dolby Properties Burbank, LLC 49.0 %
Dolby Properties United Kingdom, LLC 49.0 %
Dolby Properties, LP 10.0 %
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15. Selected Quarterly Financial Data (unaudited)


95
Fiscal Quarter Ended

December 25,
2009
March 26,
2010
June 25,
2010
September 24,
2010
December 31,
2010
April 1,
2011
July 1,
2011
September 30,
2011
(in thousands, except per share amounts)
Revenue:
Licensing $ 165,775 $ 195,944 $ 170,326 $ 178,429 $ 188,176 $ 214,627 $ 181,790 $ 205,747
Product sales 47,657 39,839 52,651 40,255 46,027 26,347 28,395 30,842
Services 7,784 7,638 7,292 9,123 8,509 9,052 8,814 7,179

Total revenue 221,216 243,421 230,269 227,807 242,712 250,026 218,999 243,768
Cost of revenue 35,793 29,623 40,056 26,343 29,139 28,457 27,933 25,642

Gross margin 185,423 213,798 190,213 201,464 213,573 221,569 191,066 218,126

Income before taxes and controlling interest 106,379 133,929 98,082 98,622 111,066 122,494 90,451 116,632

Net income attributable to Dolby Laboratories, Inc. $ 69,086 $ 85,898 $ 63,452 $ 65,011 $ 86,387 $ 82,061 $ 61,748 $ 79,071

Earnings per share:
Basic $ 0.61 $ 0.75 $ 0.56 $ 0.58 $ 0.77 $ 0.73 $ 0.55 $ 0.72
Diluted $ 0.59 $ 0.74 $ 0.55 $ 0.57 $ 0.76 $ 0.72 $ 0.55 $ 0.71
Shares outstanding:
Basic 114,085 113,985 113,254 112,486 112,035 112,140 111,494 110,063
Diluted 116,138 115,995 115,282 114,276 113,713 113,346 112,349 110,662
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act),
that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that
disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are
met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure
controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions.
Subject to the limitations noted above, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective to meet the objective for which they were designed and operate at the reasonable
assurance level.
Managements Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange
Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

96
Table of Contents
Our management assessed the effectiveness of the Companys internal control over financial reporting as of September 30, 2011 using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in its Internal Control-Integrated Framework. Based on this assessment and those criteria, management concluded that our internal control over
financial reporting was effective as of September 30, 2011.
Our internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein on page 60.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.

97
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item concerning our directors, compliance with Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), our code of ethics and
Nominating and Governance Committee and Audit Committee is incorporated by reference from the information set forth in the sections under the headings Election of Directors, Section 16(a)
Beneficial Ownership Reporting Compliance and Corporate Governance Matters in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with the
Annual Meeting of Stockholders to be held in 2012 (the 2012 Proxy Statement).
Executive Officers of the Registrant
Our executive officers serve at the discretion of the Board of Directors. The names of our executive officers and their ages, titles, and biographies as of November 9, 2011 are set forth below:

Kevin Yeaman joined us as Chief Financial Officer and Vice President in October 2005 and became our President and CEO in March 2009. Prior to joining us, Mr. Yeaman worked for seven
years at E.piphany, Inc., a publicly traded enterprise software company, most recently as Chief Financial Officer from August 1999 to October 2005. Previously, Mr. Yeaman served as Worldwide
Vice President of Field Finance Operations for Informix Software, Inc., a provider of relational database software from February 1998 to August 1998. From September 1988 to February 1998,
Mr. Yeaman served in Silicon Valley and London in various positions at KPMG LLP, an accounting firm, serving most recently as a senior manager. Mr. Yeaman holds a B.S. degree in commerce
from Santa Clara University.
Murray Demo joined us as Executive Vice President and Chief Financial Officer in May 2009. Prior to joining us, Mr. Demo served as Executive Vice President and Chief Financial Officer at
LiveOps, Inc., an on-demand contact center software and call center outsourcing company, from September 2007 to July 2008. Prior to that, from May 2007 to September 2007, Mr. Demo was
Executive Vice President and Chief Financial Officer at Postini, Inc., an on-demand messaging and security compliance software company now part of Google Inc. Before Postini, Mr. Demo spent ten
years with Adobe Systems Inc., from August 1996 to December 2006, where Mr. Demos last role was Executive Vice President and Chief Financial Officer. Mr. Demo sits on the board of directors
of Citrix Systems, Inc. Mr. Demo holds a BA degree in business economics from the University of California, Santa Barbara and an MBA degree from Golden Gate University .
Ramzi Haidamus has served as our Executive Vice President, Sales and Marketing, since August 2007. Previously, Mr. Haidamus served in a variety of other positions since joining us in
1996, including as the Senior Vice President and General Manager of our consumer division, as the President and General Manger of our wholly owned subsidiary, Via Licensing Corporation, and as
our Director of Business Development, Technology and Business Strategist, and Licensing Manager. Prior to joining us, Mr. Haidamus worked at Stanford Research Systems for seven years.
Mr. Haidamus holds a B.S. degree in electrical engineering and a M.S. degree in computer engineering from the University of the Pacific.

98
Executive Officers Age Position(s)
Kevin Yeaman 45 President and Chief Executive Officer
Murray Demo 50 Executive Vice President and Chief Financial Officer
Ramzi Haidamus 47 Executive Vice President, Sales and Marketing
Michael Rockwell 44 Executive Vice President, Products and Technology
Andy Sherman 44 Executive Vice President, General Counsel and Corporate Secretary
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Michael Rockwell joined us as our Senior Vice President, Worldwide Engineering in October 2007 and was appointed our Executive Vice President, Products and Technology in March 2009.
Prior to joining us, from October 2000 to August 2007, Mr. Rockwell was Senior Vice President and Chief Technology Officer at Avid Technology, Inc., a media software company. Prior to his
appointment as Chief Technology Officer, from April 1994 to October 1999, Mr. Rockwell served as Chief Architect of Software Engineering at Digidesign, which was acquired by Avid Technology,
Inc. in 1995. Before Digidesign, Mr. Rockwell was the president and owner of a software business and audio/visual production company, Rockwell Digital.
Andy Sherman joined us as Executive Vice President, General Counsel and Corporate Secretary in January 2011. Prior to joining us, from June 2008 to January 2011, Mr. Sherman served as
Senior Vice President and General Counsel at CBS Interactive, an online content network, where he led the legal group advising CBSs online entertainment, mobile, technology, sports, news, games,
lifestyle, and international business units. Mr. Sherman joined CBS Interactive following CBSs acquisition of CNET Networks, an online content network, where from June 2007 to June 2008 he was
Senior Vice President, General Counsel and Secretary. Before CNET, Mr. Sherman served as Vice President, Legal at Sybase, an enterprise software and services company, from November 2006 to
May 2007, following Sybases acquisition of Mobile 365, where he was Vice President, General Counsel and Secretary. Prior to joining Mobile 365, he held senior legal positions with global
responsibility at a variety of public technology companies including PeopleSoft and E.piphany. Earlier in his career, Mr. Sherman worked in private practice with Gray Cary Ware & Freidenrich (now
DLA Piper), focusing on the representation of emerging technology companies. Mr. Sherman holds a J.D. from the University of the Pacific, as well as a B.S. degree in business administration from
the University of Southern California.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item concerning executive compensation is incorporated by reference from the information in the 2012 Proxy Statement under the headings Executive
Compensation, Corporate Governance Matters and Executive CompensationCompensation Committee Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item concerning securities authorized for issuance under equity compensation plans and security ownership of certain beneficial owners and management is
incorporated by reference from the information in the 2012 Proxy Statement under the headings Executive CompensationEquity Compensation Plan Information and Security Ownership of
Certain Beneficial Owners and Management.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item concerning transactions with related persons and director independence is incorporated by reference from the information in the 2012 Proxy Statement
under the headings Certain Relationships and Related Transactions and Corporate Governance Matters
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated by reference from the information in the 2012 Proxy Statement under the heading Ratification of Independent Registered Public
Accounting FirmPrincipal Accounting Fees and Services.

99
Table of Contents
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



100
1. Financial Statements: See Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
2. Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: November 22, 2011

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. Yeaman and Murray J. Demo, his attorney-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any amendments in this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in
connections therewith, with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of
hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.


101
DOLBY LABORATORIES, INC.
By: / S / M URRAY J. D EMO
Murray J. Demo
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
SIGNATURE TITLE DATE
/ S / P ETER G OTCHER
Peter Gotcher
Chairman of the Board of Directors

November 22, 2011
/ S / K EVIN J. Y EAMAN
Kevin J. Yeaman

President, Chief Executive Officer
and Director (Principal Executive Officer)
November 22, 2011
/ S / M URRAY J. D EMO
Murray J. Demo

Executive Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
November 22, 2011
/ S / D AVID D OLBY
David Dolby
Director

November 22, 2011
/ S / N ICHOLAS D ONATIELLO , J R .
Nicholas Donatiello, Jr.
Director

November 22, 2011
/ S / T ED W. H ALL
Ted W. Hall
Director

November 22, 2011
/ S / N. W. J ASPER , J R .
N. W. Jasper, Jr.
Director

November 22, 2011
Table of Contents

102
SIGNATURE TITLE DATE
/ S / S ANFORD R OBERTSON
Sanford Robertson
Director

November 22, 2011
/ S / R OGER S IBONI
Roger Siboni
Director

November 22, 2011
/ S / A VADIS T EVANIAN , J R .
Avadis Tevanian, Jr.
Director

November 22, 2011
Table of Contents
INDEX TO EXHIBITS


103
Exhibit
Number

Description
Incorporated by Reference Herein
Form Date
2.1*

Asset Contribution Agreement dated November 19, 2004, by and
between the Registrant, Dolby Laboratories Licensing Corporation,
Ray Dolby individually, Ray Dolby as Trustee for the Ray Dolby Trust
under the Dolby Family Trust instrument dated May 7, 1999, and Ray
and Dagmar Dolby Investments L.P.
Registration Statement on Form S-1 (No. 333-120614),
Amendment No. 1

December 30, 2004
3.1

Amended and Restated Certificate of Incorporation

Registration Statement on Form S-1 (No. 333-120614),
Amendment No. 2
January 19, 2005
3.2 Form of Amended and Restated Bylaws Quarterly Report on Form 10-Q April 30, 2009
4.1

Form of Registrants Class A Common Stock Certificate

Registration Statement on Form S-1 (No. 333-120614),
Amendment No. 1
December 30, 2004
4.2 Form of Registrants Class B Common Stock Certificate Registration Statement on Form 8-A January 25, 2006
10.1*

Form of Indemnification Agreement entered into between the
Registrant and its Directors and Officers
Registration Statement on Form S-1 (No. 333-120614)

November 19, 2004
10.2*

2000 Stock Incentive Plan, as amended

Registration Statement on Form S-1 (No. 333-120614),
Amendment No. 3
January 31, 2005
10.3* 2005 Stock Plan, as amended and restated
10.4* Employee Stock Purchase Plan (ESPP) as amended and restated Quarterly Report on Form 10-Q February 4, 2009
10.5* 2011 Dolby Executive Annual Incentive Plan Current Report on Form 8-K November 5, 2010
10.6*

Forms of Stock Option Agreements under the 2000 Stock Incentive
Plan
Registration Statement on Form S-1 (No. 333-120614)

November 19, 2004
10.7* Form of Stock Option Agreement under the 2005 Stock Plan Quarterly Report on Form 10-Q August 11, 2005
10.8* Form of Stock Option Agreement under the 2005 Stock Plan Current Report on Form 8-K June 17, 2005
10.9*

Form of Stock Option Agreement International under the 2005 Stock
Plan
Quarterly Report on Form 10-Q

August 4, 2011
10.10* Form of Subscription Agreement under the ESPP - U.S. Employees Annual Report on Form 10-K November 19, 2009
10.11*

Form of Subscription Agreement under the ESPP - Non-U.S.
Employees
Table of Contents

104
Exhibit
Number

Description
Incorporated by Reference Herein
Form Date
10.12*

Separation Agreement and Release dated October 4, 2010, by and
between Dolby Laboratories, Inc., a Delaware corporation, and Mark S.
Anderson
Quarterly Report on Form 10-Q

February 9, 2011
10.13*

At-Will Employment, Proprietary Rights, Non-Disclosure and No
Conflicts-of-Interest Agreement, dated November 19, 2004, by and
between Ray Dolby and Dolby Laboratories, Inc.
Registration Statement on Form S-1 (No. 333-120614),
Amendment No. 1

December 30, 2004
10.14*

Employment Agreement dated February 24, 2009, by and between
Dolby Laboratories, Inc., a Delaware corporation, and Kevin Yeaman
Quarterly Report on Form 10-Q

April 30, 2009
10.15*

Services Agreement by and between Peter Gotcher and Dolby
Laboratories, Inc.
Quarterly Report on Form 10-Q

May 10, 2011
10.16*

Offer Letter dated April 21, 2009, by and between Murray J. Demo and
Dolby Laboratories, Inc., a California corporation
Quarterly Report on Form 10-Q

July 30, 2009
10.17* Lease for 100 Potrero Avenue, San Francisco, California Quarterly Report on Form 10-Q February 8, 2006
10.18*

First Amendment to Lease for 100 Potrero Avenue, San Francisco,
California
Quarterly Report on Form 10-Q

May 4, 2006
10.19* Lease for 130 Potrero Avenue, San Francisco, California Quarterly Report on Form 10-Q February 8, 2006
10.20* Lease for 140 Potrero Avenue, San Francisco, California Quarterly Report on Form 10-Q February 8, 2006
10.21* Lease for 999 Brannan Street, San Francisco, California Registration Statement on Form S-1 (No. 333-120614) November 19, 2004
10.22* Lease for 175 South Hill Drive, Brisbane, California Registration Statement on Form S-1 (No. 333-120614) November 19, 2004
10.23* Lease for 3601 West Alameda Avenue, Burbank, California Registration Statement on Form S-1 (No. 333-120614) November 19, 2004
10.24* Lease for Wootton Bassett, England facility Registration Statement on Form S-1 (No. 333-120614) November 19, 2004
10.25*

Lease for Interface Business Park, Bincknoll Lane, Wootton Bassett,
Wiltshire
Annual Report on Form 10-K

November 22, 2010
Table of Contents

105
Exhibit
Number

Description
Incorporated by Reference Herein
Form Date
10.26*

License to Carry Out Work Relating to Premises at Interface
Business Park, Bincknoll Lane, Wootton Bassett, Wiltshire
Annual Report on Form 10-K

November 22, 2010
10.27

License Agreement effective January 1, 1992 by and between GTE
Laboratories Incorporated and Dolby Laboratories Licensing
Corporation
Registration Statement on Form S-1 (No. 333-120614),
Amendment No. 1

December 30, 2004
10.28

Amendment No. 2 to the License Agreement effective January 1,
1992 by and between GTE Laboratories Incorporated (now known as
Verizon Corporate Services Corp.) and Dolby Laboratories Licensing
Corporation
Quarterly Report on Form 10-Q

February 4, 2009
10.29*

Form of Restricted Stock Unit AgreementU.S. under the 2005
Stock Plan
Current Report on Form 8-K

November 20, 2007
10.30*

Form of Restricted Stock Unit AgreementU.K. under the 2005
Stock Plan
Quarterly Report on Form 10-Q

April 30, 2009
10.31*

Form of Restricted Stock Unit AgreementNon-U.S. under the 2005
Stock Plan
Quarterly Report on Form 10-Q

August 4, 2011
10.32*

Letter Agreement dated December 4, 2010, by and between Dolby
Laboratories, Inc., a Delaware corporation, and Ray Dolby
Quarterly Report on Form 10-Q

February 9, 2011
10.33*

Offer letter by and between Andy Sherman and Dolby Laboratories,
Inc.
Quarterly Report on Form 10-Q

May 10, 2011
10.34*

Consulting Agreement by and between David Dolby and Dolby
Laboratories, Inc.
Quarterly Report on Form 10-Q

May 10, 2011
21.1 List of significant subsidiaries of the Registrant
23.1

Consent of KPMG LLP, Independent Registered Public Accounting
Firm
24.1

Power of Attorney (incorporated by reference from the signature
page of this Annual Report on Form 10-K)
31.1

Certification of Chief Executive Officer pursuant to Exchange Act
Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act
Table of Contents

106
Exhibit
Number

Description
Incorporated by Reference Herein
Form Date
31.2

Certification of Chief Financial Officer pursuant to Exchange Act
Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act
32.1

Certifications of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Extension Definition
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

* Denotes a management contract or compensatory plan or arrangement.
Confidential treatment has been granted for portions of this exhibit.
Furnished herewith
Exhibit 10.3
Adopted Effective February 16, 2005
Amended and Restated February 14, 2006
Amended and Restated June 6, 2006
Amended and Restated February 6, 2007
Amended and Restated November 6, 2007
Amended and Restated November 9, 2010
Amended and Restated February 2, 2011
Amended and Restated July 26, 2011
DOLBY LABORATORIES, INC.
2005 STOCK PLAN
1. Purposes of the Plan . The purposes of this Plan are:



The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Deferred Stock Units,
Performance Units, Performance Bonus Awards and Performance Shares.
2. Definitions . As used herein, the following definitions will apply:
(a) Administrator means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.
(b) Applicable Laws means the requirements relating to the administration of equity-based awards or equity compensation programs under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where
Awards are, or will be, granted under the Plan.
(c) Award means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Units,
Performance Bonus Awards or Performance Shares.
(d) Award Agreement means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is
subject to the terms and conditions of the Plan.


to attract and retain the best available personnel for positions of substantial responsibility,


to provide additional incentive to Employees, Directors and Consultants, and


to promote the success of the Companys business.
(e) Award Transfer Program means any program instituted by the Administrator that would permit Participants the opportunity to transfer for value any outstanding Awards to a
financial institution or other person or entity approved by the Administrator. A transfer for value shall not be deemed to occur under this Plan where an Award is transferred by a Participant for bona
fide estate planning purposes to a trust or other testamentary vehicle approved by the Administrator.
(f) Awarded Stock means the Common Stock subject to an Award.
(g) Board means the Board of Directors of the Company.
(h) Cause means, with respect to the termination by the Company or a Related Entity of a Participant, that such termination is for Cause as such term is expressly defined in a
then-effective written agreement between the Participant and the Company or a Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the
determination of the Administrator, the Participants: (i) refusal or failure to act in accordance with any specific, lawful direction or order of the Company or a Related Entity; (ii) unfitness or
unavailability for service or unsatisfactory performance (other than as a result of Disability); (iii) performance of any act or failure to perform any act in bad faith and to the detriment of the Company
or Related Entity; (iv) dishonesty, intentional misconduct or material breach of any agreement with the Company or Related Entity; or (v) commission of a crime involving dishonesty, breach of trust,
or physical or emotional harm to any person. At least 30 days prior to the termination of the Participants service pursuant to (i) or (ii) above, the Company or Related Entity shall provide the
Participant with notice of the Companys or Related Entitys intent to terminate, the reason therefor, and an opportunity for the Participant to cure such defects in his or her service to the Companys
or Related Entitys satisfaction. During this 30 day (or longer) period, no Award issued to the Participant under the Plan may be exercised or purchased.
(i) Change in Control means the occurrence of any of the following events:
(i) For any Awards granted prior to November 6, 2007, any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted
Transferee (as defined in the Companys Amended and Restated Certificate of Incorporation) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Companys then outstanding voting securities; or
(ii) For any Awards granted on or after November 6, 2007, any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted
Transferee (as defined in the Companys Amended and Restated Certificate of Incorporation) becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Companys then outstanding voting securities; or
(iii) The consummation of the sale or disposition by the Company of all or substantially all of the Companys assets; or

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(iv) For any Awards granted prior to November 6, 2007, a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. Incumbent Directors means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election,
to the Board with the affirmative votes of at least a majority of the Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection
with an actual or threatened proxy contest relating to the election of directors to the Company); or
(v) For any Awards granted on or after November 6, 2007, a change in the composition of the Board occurring within a one-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. Incumbent Directors means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election,
to the Board with the affirmative votes of at least a majority of the Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection
with an actual or threatened proxy contest relating to the election of directors to the Company); or
(vi) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its
parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
consolidation.
(j) Code means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.
(k) Committee means a committee of Directors or other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 of the Plan.
(l) Common Stock means the Class A Common Stock of the Company, or in the case of certain Stock Appreciation Rights or Performance Units, the cash equivalent thereof.
(m) Company means Dolby Laboratories, Inc., a Delaware corporation, or any successor thereto.
(n) Consultant means any person, including an advisor, engaged by the Company or a Related Entity to render services to such entity.
(o) Deferred Stock Unit means an Award that the Administrator permits to be paid in installments or on a deferred basis pursuant to Sections 4 and 13 of the Plan.
(p) Director means a member of the Board.

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(q) Disability means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive Stock Options, the
Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to
time.
(r) Dividend Equivalent means a credit, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for
each Share represented by an Award held by such Participant.
(s) Employee means any person, including Officers and Directors, employed by the Company or a Related Entity. Neither service as a Director nor payment of a directors fee by
the Company or Related Entity will be sufficient to constitute employment by the Company or Related Entity.
(t) Exchange Act means the Securities Exchange Act of 1934, as amended.
(u) Exchange Program means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have lower
exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the exercise price of an outstanding Award is reduced. The Administrator will determine the terms and
conditions of any Exchange Program in its sole discretion; provided, however, that the Administrator may only institute an Exchange Program with the approval of the Companys stockholders.
(v) Fair Market Value means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, the Nasdaq
Global Market, the Nasdaq Global Select Market or the Nasdaq Capital Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock will be
the mean between the high bid and low asked prices for the Common Stock for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable; or
(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.
(iv) Notwithstanding the preceding, for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, the Fair
Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

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(w) Good Reason means the occurrence following a Change in Control of any of the following events or conditions unless consented to by the Participant:
(i) For any Awards granted prior to November 6, 2007, a reduction in the Participants base salary to a level below that in effect at any time within six (6) months preceding
the consummation of a Change in Control or at any time thereafter; or
(ii) For any Awards granted on or after November 6, 2007, a material reduction in the Participants base salary to a level below that in effect immediately preceding the
consummation of a Change in Control or at any time thereafter; or
(iii) Requiring the Participant to be based at any place outside a 50-mile radius from the Participants job location or residence prior to the Change in Control except for
reasonably required travel on business which is not materially greater than such travel requirements prior to the Change in Control.
(x) Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated
thereunder.
(y) Inside Director means a Director who is an Employee.
(z) Nonstatutory Stock Option means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(aa) Officer means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(bb) Option means a stock option granted pursuant to the Plan.
(cc) Outside Director means a Director who is not an Employee.
(dd) Parent means a parent corporation, whether now or hereafter existing, as defined in Section 424(e) of the Code.
(ee) Participant means the holder of an outstanding Award.
(ff) Performance-Based Award means any Award that are subject to the terms and conditions set forth in Section 12. All Performance-Based Awards are intended to qualify as
qualified performance-based compensation under Section 162(m) of the Code.
(gg) Performance Bonus Award means a cash award set forth in Section 11.
(hh) Performance Goals means the goal(s) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the
Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (i) revenue, (ii)

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gross margin, (iii) operating margin, (iv) operating income, (v) pre-tax profit, (vi) earnings before interest, taxes and depreciation, (vii) net income, (viii) cash flow, (ix) expenses, (x) the market price
of the Share, (xi) earnings, (xii) return on stockholder equity, (xiii) return on capital, (xiv) product quality, (xv) economic value added, (xvi) number of customers, (xvii) market share, (xviii) return on
investments, (xix) profit after taxes, (xx) customer satisfaction, (xxi) business divestitures and acquisitions, (xxii) supplier awards from significant customers, (xxiii) new product development,
(xxiv) working capital, (xxv) individual objectives, (xxvi) time to market, (xxvii) return on net assets, and (xxviii) sales. The Performance Goals may differ from Participant to Participant and from
Award to Award. Any criteria used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited to, passage of time and/or against another company or
companies), (iii) on a per-share basis, (iv) against the performance of the Company as a whole or a segment of the Company, and (v) on a pre-tax or after-tax basis.
(ii) Performance Share means an Award granted to a Service Provider pursuant to Section 10 of the Plan.
(jj) Performance Unit means an Award granted to a Service Provider pursuant to Section 10 of the Plan.
(kk) Period of Restriction means the period during which Restricted Stock Units and/or the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares
are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, continued service, the achievement of Performance Goals, and/or the occurrence of other events as
determined by the Administrator.
(ll) Plan means this 2005 Stock Plan.
(mm) Registration Date means the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Exchange
Act, with respect to any class of the Companys securities.
(nn) Related Entity means any Parent, Subsidiary and any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or a
Subsidiary holds a substantial ownership interest, directly or indirectly.
(oo) Restricted Stock means Shares issued pursuant to a Restricted Stock award under the Plan or issued pursuant to the early exercise of an Option.
(pp) Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock
Unit represents an unfunded and unsecured obligation of the Company.
(qq) Rule 16b-3 means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.
(rr) Section 16(b) means Section 16(b) of the Exchange Act.

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(ss) Service Provider means an Employee, Director or Consultant.
(tt) Share means a share of the Common Stock, as adjusted in accordance with Section 17 of the Plan.
(uu) Stock Appreciation Right or SAR means an Award, granted alone or in connection with an Option, that pursuant to Section 9 of the Plan is designated as a SAR.
(vv) Subsidiary means a subsidiary corporation, whether now or hereafter existing, as defined in Section 424(f) of the Code.
(ww) Unvested Awards shall mean any Award that (i) was granted to an individual in connection with such individuals position as a Service Provider and (ii) is still subject to
vesting or lapsing of Company repurchase rights or similar restrictions.
3. Stock Subject to the Plan .
(a) Stock Subject to the Plan . Subject to the provisions of Section 17 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan is 21,000,000. Any
Shares subject to an Award with a per Share exercise (or purchase) price equal to or greater than 100% of Fair Market Value on the date of grant shall be counted against the numerical limits of this
Section 3 as one (1) Share for every one (1) Share subject thereto. Except as provided in the previous sentence, any Shares subject to any other Award, including specifically any Restricted Stock,
Restricted Stock Unit, Performance Unit, Performance Shares, or any other Award with a per Share exercise (or purchase) price lower than 100% of Fair Market Value on the date of grant, shall be
counted against the numerical limits of this Section 3 as follows: (i) for any Awards granted prior to February 2, 2011, as two (2) Shares for every one (1) Share subject thereto and shall be counted as
two (2) Shares for every one (1) Share returned to or deemed not issued from the Plan pursuant to this Section 3; and (ii) for any Awards granted on or after February 2, 2011, as 1.6 Shares for every
one (1) Share subject thereto and shall be counted as 1.6 Shares for every one (1) Share returned to or deemed not issued from the Plan pursuant to this Section 3. The Shares may be authorized, but
unissued, or reacquired Common Stock.
(b) Lapsed Awards and Share Accounting . If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock
Units, Deferred Stock Units, Performance Shares or Performance Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and Stock
Appreciation Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a
Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised will cease to be available under the Plan. Shares that have actually been
issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted
Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available
for future grant under the Plan. Shares used to pay the exercise or purchase price of an Award (including specifically an Option

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exercised through an approved net exercise feature as provided in Section 7(d)(vi) and/or to satisfy the tax withholding obligations related to an Option or Stock Appreciation Right will not become
available for future grant or sale under the Plan. Notwithstanding the foregoing however, and for the avoidance of doubt, Shares used to satisfy tax withholding obligations related to Restricted Stock,
Restricted Stock Units, Deferred Stock Units, Performance Shares or Performance Units shall become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid
out in cash rather than Shares, such cash payment will not reduce the number of Shares available for issuance under the Plan. Notwithstanding anything in the Plan or any Award Agreement to the
contrary, Shares actually issued pursuant to Awards transferred under any Award Transfer Program will not be again available for grant under the Plan. Notwithstanding the foregoing provisions of
this Section 3(b), subject to adjustment as provided in Section 17, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share
number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under
the Plan under this Section 3(b).
4. Administration of the Plan .
(a) Procedure .
(i) Multiple Administrative Bodies . Different Committees with respect to different groups of Service Providers may administer the Plan.
(ii) Section 162(m) . To the extent that the Administrator determines it to be desirable or necessary to qualify Awards granted hereunder as performance-based
compensation within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two or more outside directors within the meaning of Section 162(m) of the Code.
(iii) Rule 16b-3 . To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy
the requirements for exemption under Rule 16b-3.
(iv) Other Administration . Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted to satisfy
Applicable Laws.
(v) Delegation of Authority for Day-to-Day Administration . Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals
the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.
(b) Powers of the Administrator . Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the
Administrator will have the authority, in its discretion:
(i) to determine the Fair Market Value;

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(ii) to select the Service Providers to whom Awards may be granted hereunder;
(iii) to determine the number of Shares to be covered by each Award granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited
to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture or repurchase restrictions, and
any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, will determine;
(vi) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying
applicable foreign laws including qualifying for preferred tax treatment under applicable foreign tax laws;
(viii) to modify or amend each Award (subject to Section 17(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of
Awards longer than is otherwise provided for in the Plan;
(ix) to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise, settlement or
vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of any Shares to be withheld will be
determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in such form and under
such conditions as the Administrator may deem necessary or advisable;
(x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(xi) to allow a Participant, in compliance with all Applicable Laws, including specifically Section 409A of the Code, to defer the receipt of the payment of cash or the
delivery of Shares that would otherwise be due to such Participant under an Award;
(xii) to determine whether Awards will be settled in Shares, cash or in any combination thereof;
(xiii) to determine whether Awards will be adjusted for Dividend Equivalents;

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(xiv) to establish a program, in compliance with all Applicable Laws, including specifically Section 409A of the Code, whereby Service Providers designated by the
Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan;
(xv) to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent
transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a
specified brokerage firm for such resales or other transfers;
(xvi) to determine the terms and conditions of, and with the approval of the Companys stockholders to institute, any Exchange Program;
(xvii) to require that the Participants rights, payments and benefits with respect to an Award (including amounts received upon the settlement or exercise of an Award) shall
be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award,
as may be specified in an Award Agreement at the time of the Award, or later if (A) Applicable Laws require the Company to adopt a policy requiring such reduction, cancellation, forfeiture or
recoupment, or (B) pursuant to an amendment of an outstanding Award; and
(xviii) to make all other determinations deemed necessary or advisable for administering the Plan.
(c) Effect of Administrators Decision . The Administrators decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.
5. Eligibility . Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Bonus Awards, Performance Shares and
Deferred Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
6. Limitations .
(a) ISO $100,000 Rule . Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such
designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and a Related Entity) exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options will be
taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.

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(b) No Rights as a Service Provider . Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing his or her relationship as a Service Provider,
nor shall they interfere in any way with the right of the Participant or the right of the Company or a Related Entity to terminate such relationship at any time, with or without cause.
(c) Section 162(m) Limitations . The following limitations shall apply to Awards under the Plan:
(i) No Service Provider shall be granted, in any fiscal year of the Company, (A) Options or SARs to purchase more than 2,000,000 Shares, (B) Restricted Stock or Restricted
Stock Units covering more than 2,000,000 Shares, (C) Performance Shares covering more than 2,000,000 Shares or (D) Performance Units or Performance Bonus Awards that could result in such
Service Provider receiving more than $5,000,000.
(ii) In connection with his or her initial service, a Service Provider may be granted Options or SARS to purchase up to an additional 2,000,000 Shares, which shall not count
against the limit set forth in subsection (i) above.
(iii) The foregoing limitations shall be adjusted proportionately in connection with any change in the Companys capitalization as described in Section 17(a).
(iv) If an Award is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 17(c)), the
cancelled Award will be counted against the limits set forth in subsections (i) and (ii) above.
7. Stock Options .
(a) Term of Option . The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than ten (10) years from the date of grant
thereof. In the case of an Incentive Stock Option, the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an
Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or a Related Entity, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award
Agreement.
(b) Option Exercise Price . The per Share exercise price for the Shares to be issued pursuant to exercise of an Option will be no less than 100% of the Fair Market Value per Share on
the date of grant. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the Company or a Related Entity, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the
date of grant.
(c) Waiting Period and Exercise Dates . At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any
conditions that must be satisfied before the Option may be exercised.

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(d) Form of Consideration . The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration to the extent permitted by Applicable Laws may consist entirely
of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which meet the conditions established by the Administrator to avoid adverse accounting consequences (as determined by the Administrator);
(v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan;
(vi) consideration received by the Company under a net exercise program (surrendering shares subject to the Option to pay the applicable exercise price and/or associated tax
withholding obligation) implemented by the Company in connection with the Plan;
(vii) a reduction in the amount of any Company liability to the Participant;
(viii) any combination of the foregoing methods of payment; or
(ix) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.
(e) Exercise of Option .
(i) Procedure for Exercise; Rights as a Stockholder . Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.
An Option will be deemed exercised when the Company receives: (x) written or electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option, and (y) full payment for the Shares with respect to which the Option is exercised (together with any applicable withholding taxes). Full payment may consist of
any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of
the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to

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the Awarded Stock, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 17 of the Plan or the applicable Award Agreement.
Exercising an Option in any manner will decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is
exercised.
(ii) Termination of Relationship as a Service Provider . If a Participant ceases to be a Service Provider, other than upon the Participants death or Disability, the Participant
may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months
following the Participants termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will
terminate, and the Shares covered by such Option will revert to the Plan.
(iii) Disability of Participant . If a Participant ceases to be a Service Provider as a result of the Participants Disability, the Participant may exercise his or her Option within
such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth
in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participants termination. Unless
otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to
the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the
Plan.
(iv) Death of Participant . If a Participant dies while a Service Provider, the Option may be exercised following the Participants death within such period of time as is
specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set
forth in the Award Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. If no
such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is
transferred pursuant to the Participants will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable
for twelve (12) months following Participants death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option will immediately

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revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
8. Restricted Stock and Restricted Stock Units .
(a) Restricted Stock.
(i) Grant of Restricted Stock . Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to
Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(ii) Restricted Stock Agreement . Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares
granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the
Company as escrow agent until the restrictions on such Shares have lapsed.
(iii) Transferability . Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated
until the end of the applicable Period of Restriction.
(iv) Other Restrictions . The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate,
including granting such an Award of Restricted Stock subject to the requirements of Section 12.
(v) Removal of Restrictions . Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be
released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be
removed.
(vi) Voting Rights . During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to
those Shares, unless the Administrator determines otherwise.
(vii) Dividends and Other Distributions . During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and
other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.
(viii) Return of Restricted Stock to Company . On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the
Company and again will become available for grant under the Plan.

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(b) Restricted Stock Units.
(i) Grant of Restricted Stock Units. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Stock Units in
such amounts as the Administrator, in its sole discretion, will determine. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an
Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.
(ii) Vesting Criteria and Other Terms . The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will
determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon service with the Company, the achievement of Company-
wide, business unit, or individual goals (including, but not limited to, continued employment), Performance Goals or any other basis determined by the Administrator in its discretion.
(iii) Earning Restricted Stock Units . Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator.
Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a
payout.
(iv) Form and Timing of Payment . Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set
forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units only in cash, Shares, or a combination of both.
(v) Cancellation . On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.
9. Stock Appreciation Rights .
(a) Grant of SARs . Subject to the terms and conditions of the Plan, a SAR may be granted to Service Providers at any time and from time to time as will be determined by the
Administrator, in its sole discretion.
(b) Number of Shares . The Administrator will have complete discretion to determine the number of SARs granted to any Service Provider.
(c) Exercise Price and Other Terms . The Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of SARs granted
under the Plan. Notwithstanding the foregoing, the per Share exercise price for the Shares to be issued pursuant to exercise of a SAR will be no less than 100% of the Fair Market Value per Share on
the date of grant.
(d) Exercise of SARs . SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine.

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(e) SAR Agreement . Each SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other
terms and conditions as the Administrator, in its sole discretion, will determine.
(f) Expiration of SARs . An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.
Notwithstanding the foregoing, the term of each SAR will be no more than ten (10) years from the date of grant thereof and the rules of Sections 7(e)(ii), 7(e)(iii) and 7(e)(iv) also will apply to SARs.
(g) Payment of SAR Amount . Upon exercise of an SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:
(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times
(ii) The number of Shares with respect to which the SAR is exercised.
At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
10. Performance Units and Performance Shares .
(a) Grant of Performance Units/Shares . Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service Providers at any time
and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and
Performance Shares granted to each Participant.
(b) Value of Performance Units/Shares . Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance
Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.
(c) Performance Objectives and Other Terms . The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a
Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers.
The time period during which the performance objectives must be met will be called the Performance Period. Each Award of Performance Units/Shares will be evidenced by an Award Agreement
that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set Performance Goals based upon the
achievement of Company-wide, divisional, or individual goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.
(d) Earning of Performance Units/Shares . After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of

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the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives have
been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives for such Performance Unit/Share.
(e) Form and Timing of Payment of Performance Units/Shares . Payment of earned Performance Units/Shares will be made as soon after the expiration of the applicable Performance
Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair
Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.
(f) Cancellation of Performance Units/Shares . On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and
again will be available for grant under the Plan.
11. Performance Bonus Awards . Any Service Provider selected by the Committee may be granted one or more Performance-Based Awards in the form of a cash bonus payable upon the
attainment of Performance Goals that are established by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. Any such Performance
Bonus Award paid to a Service Provider who would be considered a covered employee within the meaning of Section 162(m) of the Code (hereinafter a Covered Employee) will be based upon
objectively determinable bonus formulas established in accordance with Section 12.
12. Terms and Conditions of Any Performance-Based Award .
(a) Purpose . The purpose of this Section 12 is to provide the Committee the ability to qualify Awards (other than Options and SARs) that are granted pursuant to the Plan as qualified
performance-based compensation under Section 162(m) of the Code. If the Committee, in its discretion, decides to grant a Performance-Based Award subject to Performance Goals to a Covered
Employee, the provisions of this Section 12 will control over any contrary provision in the Plan; provided, however, that the Committee may in its discretion grant Awards to such Covered Employees
that are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of this Section 12.
(b) Applicability . This Section 12 will apply to those Covered Employees which are selected by the Committee to receive any Award subject to Performance Goals. The designation
of a Covered Employee as being subject to Section 162(m) of the Code will not in any manner entitle the Covered Employee to receive an Award under the Plan. Moreover, designation of a Covered
Employee subject to Section 162(m) of the Code for a particular Performance Period will not require designation of such Covered Employee in any subsequent Performance Period and designation of
one Covered Employee will not require designation of any other Covered Employee in such period or in any other period.
(c) Procedures with Respect to Performance Based Awards . To the extent necessary to comply with the performance-based compensation requirements of Section 162(m)

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of the Code, with respect to any Award granted subject to Performance Goals, no later than ninety (90) days following the commencement of any fiscal year in question or any other designated fiscal
period or period of service (or such other time as may be required or permitted by Section 162(m)), the Committee will, in writing, (a) designate one or more Participants who are Covered Employees,
(b) select the Performance Goals applicable to the Performance Period, (c) establish the Performance Goals, and amounts or methods of computation of such Awards, as applicable, which may be
earned for such Performance Period, and (d) specify the relationship between Performance Goals and the amounts or methods of computation of such Awards, as applicable, to be earned by each
Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee will certify in writing whether the applicable Performance Goals have been
achieved for such Performance Period. In determining the amounts earned by a Covered Employee, the Committee will have the right to reduce or eliminate (but not to increase) the amount payable at
a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period.
(d) Payment of Performance Based Awards . Unless otherwise provided in the applicable Award Agreement, a Covered Employee must be employed by the Company or a Related
Entity on the day a Performance-Based Award for such Performance Period is paid to the Covered Employee. Furthermore, a Covered Employee will be eligible to receive payment pursuant to a
Performance-Based Award for a Performance Period only if the Performance Goals for such period are achieved.
(e) Additional Limitations . Notwithstanding any other provision of the Plan, any Award which is granted to a Covered Employee and is intended to constitute qualified performance
based compensation under Section 162(m) of the Code will be subject to any additional limitations set forth in the Code (including any amendment to Section 162(m)) or any regulations and ruling
issued thereunder that are requirements for qualification as qualified performance-based compensation as described in Section 162(m) of the Code, and the Plan will be deemed amended to the extent
necessary to conform to such requirements.
13. Deferred Stock Units . Deferred Stock Units shall consist of a Restricted Stock, Performance Share or Performance Unit Award that the Administrator, in its sole discretion permits to be
paid out in installments or on a deferred basis, in accordance with rules and procedures established by the Administrator. Deferred Stock Units may be settled, in the discretion of the Administrator, in
cash, Shares or a combination thereof.
14. Outside Director Awards . Except as provided in Section 14(e), grants of Awards to Outside Directors pursuant to this Section 14 will be automatic and will be made in accordance with
the following provisions:
(a) Type of Award . The Company shall grant Restricted Stock Units to Outside Directors automatically pursuant to this Section 14 for all Awards on or after July 26, 2011. All
Restricted Stock Units granted pursuant to this Section 14 will be subject to the other terms and conditions of the Plan.

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(b) Initial Restricted Stock Unit Award . Each person who first becomes an Outside Director on or after July 26, 2011 will be automatically granted an Award of Restricted Stock Units
on the date upon which such person first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy (an Initial
Restricted Stock Unit Award); provided, however, that an Inside Director who ceases to be an Inside Director but who remains a Director will not receive an Initial Restricted Stock Unit Award.
Each Initial Restricted Stock Unit Award shall cover that number of Shares as determined by dividing $600,000 by the Fair Market Value of a Share on the date of grant, rounded down to the nearest
whole Restricted Stock Unit.
(c) Annual Restricted Stock Unit Award . Each Outside Director automatically will be granted an Award of Restricted Stock Units on the date of each annual meeting of the
stockholders of the Company beginning on the date of the 2012 annual meeting of stockholders (an Annual Restricted Stock Unit Award), provided he or she is then an Outside Director, and if as of
each such date, he or she will have served on the Board for at least the preceding six (6) months. Each Annual Restricted Stock Unit Award shall cover that number of Shares as determined by
dividing $300,000 by the Fair Market Value of a Share on the date of grant, rounded down to the nearest whole Restricted Stock Unit.
(d) Terms . Except as provided in Section 14(e), the terms of each Restricted Stock Unit granted pursuant to this Section 14 will be as follows:
(i) Initial Restricted Stock Unit Award .
(1) Subject to Section 17 of the Plan, any Initial Restricted Stock Unit Award granted to an Outside Director who was first appointed or elected to the Board effective
as of the date of an annual meeting of stockholders will vest and be settled pursuant to the issuance of Shares as to fifty percent (50%) of the Shares subject to the Initial Restricted Stock Unit Award
on the earlier of (A) the first anniversary of such Initial Stock Unit Awards date of grant or (B) the date immediately preceding the date of the next annual meeting of stockholders that occurs after
such Initial Restricted Stock Unit Awards date of grant, and as to the remaining fifty percent (50%) of the Shares subject to the Initial Restricted Stock Unit Award on the earlier of (C) the second
anniversary of such Initial Stock Unit Awards date of grant or (D) the date immediately preceding the date of the second annual meeting of stockholders that occurs after such Initial Restricted Stock
Unit Awards date of grant, provided that the Participant continues to serve as a Director on such dates;
(2) Subject to Section 17 of the Plan, any Initial Restricted Stock Unit Award granted to an Outside Director who was first appointed or elected to the Board effective
as of any date other than the date of an annual meeting of stockholders will vest and be settled pursuant to the issuance of Shares as to fifty percent (50%) of the Shares subject to the Initial Restricted
Stock Unit Award on the first anniversary of such Initial Restricted Stock Unit Awards date of grant, and as to the remaining fifty percent (50%) of the Shares subject to the Initial Restricted Stock
Unit Award on the second anniversary of such Initial Restricted Stock Unit Awards date of grant, provided that the Participant continues to serve as a Director on such dates.

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(ii) Annual Restricted Stock Unit Award . Subject to Section 17 of the Plan, each Annual Restricted Stock Unit Award will become one hundred percent (100%) vested and
be settled pursuant to the issuance of Shares on the earlier of (1) the first anniversary of such Annual Restricted Stock Unit Awards date of grant or (2) the date immediately preceding the date of the
next annual meeting of stockholders that occurs after such Annual Restricted Stock Unit Awards date of grant, provided that the Participant continues to serve as a Director on such date.
(e) Amendment . Notwithstanding the foregoing, the Board or any authorized Committee in its discretion may change the dollar value used to determine the number of Shares subject
to the Initial Restricted Stock Unit Award and/or Annual Restricted Stock Unit Awards, may change the terms of such Restricted Stock Units and may grant substitute Awards having an equivalent
value to such Restricted Stock Units as determined by the Board or such authorized Committee on the date of grant.
15. Leaves of Absence . Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence and will resume on the date
the Participant returns to work on a regular schedule as determined by the Company. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the Company and a Related Entity. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days,
unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then
three months following the 91st day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.
16. Non-Transferability of Awards . Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate. Notwithstanding anything to the contrary in the Plan, in no event will the
Administrator have the right to determine and implement the terms and conditions of any Award Transfer Program without stockholder approval.
17. Adjustments; Dissolution or Liquidation; Merger or Change in Control .
(a) Adjustments . In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the
Company affecting the Shares occurs such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust the number and class of Shares which may be delivered
under the Plan, and the number, class, and

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price of Shares subject to outstanding Awards. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.
(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the
effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Award, to the extent applicable, until ten (10) days
prior to such transaction as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that
any Company repurchase option or forfeiture rights applicable to any Award shall lapse in full, and that any Awards vesting schedule shall accelerate in full, provided the proposed dissolution or
liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised or vested, an Award will terminate immediately prior to the consummation of
such proposed action.
(c) Merger or Change in Control .
(i) Stock Options and SARS . In the event of a merger or Change in Control, an outstanding Option or SAR may be (i) assumed or substituted with an equivalent option or
SAR of the successor corporation or a Parent or Subsidiary of the successor corporation, (ii) replaced with a cash incentive program of the successor corporation or a Parent or Subsidiary of the
successor corporation, or (iii) terminated. Unless determined otherwise by the Administrator, in the event that the successor corporation does not assume, substitute or replace a Participants Option or
SAR, the Participant shall, immediately prior to the merger or Change in Control, fully vest in and have the right to exercise such Option or SAR that is not assumed, substituted or replaced as to all of
the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or SAR is not assumed, substituted or replaced in the event of a merger or Change in
Control, the Administrator shall notify the Participant in writing or electronically that the Option or SAR shall be exercisable, to the extent vested, for a period of up to fifteen (15) days from the date
of such notice, and the Option or SAR shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the merger
or Change in Control, the option or stock appreciation right confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the merger or
Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that
if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. Notwithstanding anything herein
to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more Performance Goals will not be considered assumed if the Company or its successor modifies any of such
Performance Goals without the Participants

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consent; provided, however, a modification to such Performance Goals only to reflect the successor corporations post-merger or post-Change in Control corporate structure will not be deemed to
invalidate an otherwise valid Award assumption.
With respect to Options and SARs granted to an Outside Director, the Participant shall, immediately prior to the merger or Change in Control, fully vest in and have the right to exercise such
Options and SARs as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. With respect to Options and SARs granted to an Employee, the
Employee, upon a termination of the Employee by the Company or a Related Entity without Cause or a resignation of the Employee with Good Reason, shall receive one year of additional vesting for
each full year of service performed for the Company or a Related Entity; provided, that such termination or resignation occurs within the twelve (12) month period following a Change in Control.
(ii) Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Performance Bonus Awards and Deferred Stock Units . In the event of a merger or
Change in Control, an outstanding Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Performance Bonus Award or Deferred Stock Unit award may be (i) assumed or
substituted with an equivalent Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Performance Bonus Award or Deferred Stock Unit award of the successor corporation or
a Parent or Subsidiary of the successor corporation, (ii) replaced with a cash incentive program of the successor corporation or a Parent or Subsidiary of the successor corporation, or (iii) terminated.
Unless determined otherwise by the Administrator, in the event that the successor corporation refuses to assume, substitute or replace a Participants Restricted Stock, Restricted Stock Unit,
Performance Share, Performance Unit, Performance Bonus Award or Deferred Stock Unit award, the Participant shall, immediately prior to the merger or Change in Control, fully vest in such
Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Performance Bonus Award or Deferred Stock Unit including as to Shares which would not otherwise be vested. For the
purposes of this paragraph, a Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, Performance Bonus Award and Deferred Stock Unit award shall be considered assumed
if, following the merger or Change in Control, the award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the
consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation,
provide for the consideration to be received, for each Share and each unit/right to acquire a Share subject to the Award, to be solely common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by holders of Common Stock in the merger or Change in Control. Notwithstanding anything herein to the contrary, an Award that vests, is
earned or paid-out upon the satisfaction of one or more Performance Goals will not be considered assumed if the Company or its successor modifies any of such Performance Goals without the
Participants consent; provided, however, a modification to such Performance Goals

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only to reflect the successor corporations post-merger or post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
With respect to Awards granted to an Outside Director, the Participant shall, immediately prior to the merger or Change in Control, fully vest in such Awards, including Shares as to which it
would not otherwise be vested. With respect to Awards granted to an Employee, the Employee, upon a termination of the Employee by the Company or a Related Entity without Cause or a resignation
of the Employee with Good Reason, shall receive one year of additional vesting for each full year of service performed for the Company or a Related Entity; provided, that such termination or
resignation occurs within the twelve (12) month period following a Change in Control.
18. Date of Grant . The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is
determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.
19. Term of Plan . Subject to Section 25 of the Plan, this amended and restated Plan will become effective upon its adoption by the Board (November 9, 2010). It will continue in effect for a
term of ten (10) years (November 9, 2020) unless terminated earlier under Section 20 of the Plan.
20. Amendment and Termination of the Plan .
(a) Amendment and Termination . The Board may at any time amend, alter, suspend or terminate the Plan.
(b) Stockholder Approval . The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination . No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise
between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrators ability
to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
21. Conditions Upon Issuance of Shares .
(a) Legal Compliance . Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with
Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.
(b) Investment Representations . As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent and
warrant at the time of any such exercise or receipt that the Shares are being purchased only

-23-
for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
22. Severability . Notwithstanding any contrary provision of the Plan or an Award to the contrary, if any one or more of the provisions (or any part thereof) of this Plan or the Awards shall be
held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining
provisions (or any part thereof) of the Plan or Award, as applicable, shall not in any way be affected or impaired thereby.
23. Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Companys counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will
not have been obtained.
24. Forfeiture Events . The Administrator may specify in an Award Agreement that the Participants rights, payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may
include, but shall not be limited to, fraud, breach of a fiduciary duty, restatement of financial statements as a result of fraud or willful errors or omissions, termination of employment for cause,
violation of material Company and/or Subsidiary policies, breach of non-competition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the
Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries. The Administrator may also require the application of this Section 24 with respect to any Award
previously granted to a Participant even without any specified terms being included in any applicable Award Agreement to the extent required under Applicable Laws.
25. Stockholder Approval . The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval
will be obtained in the manner and to the degree required under Applicable Laws.

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Exhibit 10.11
DOLBY LABORATORIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
FOR NON-U.S. EMPLOYEES
1. By making an electronic election, I hereby elect to participate in the Dolby Laboratories, Inc. Employee Stock Purchase Plan (the Plan) and subscribe to purchase shares of the Companys
Common Stock in accordance with this Subscription Agreement, including Appendix A, and the Plan. (Capitalized terms used but not defined in this Subscription Agreement have the same meaning
set forth in the Plan.)
2. I hereby authorize payroll deductions from each paycheck on each pay day in the amount I elect electronically of my Compensation (from 0% to 10%) during the Offering Period in
accordance with the Plan. (Please note that no fractional percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan. I
understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.
4. I have received a copy of the complete Plan. I understand that my participation in the Plan is in all respects subject to the terms of the Plan and this Subscription Agreement.
5. Shares purchased for me under the Plan should be issued in my name.
6. Regardless of any action the Company or my employer (the Employer) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related
items related to my participation in the Plan and legally applicable to me, or deemed by the Company or the Employer to be an appropriate charge to me even if technically due by the Company or the
Employer (Tax-Related Items), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Company or
the Employer. I further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of my participation in the Plan, including, but not limited to, the grant, assignment, release or cancellation of the option, the purchase of shares, the subsequent sale of shares of Common Stock
acquired pursuant to such purchase and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the option to reduce or eliminate my liability for Tax-
Related Items or achieve a particular tax result. Further, if I have become subject to tax in more than one jurisdiction during an Offering Period, I acknowledge that the Company and/or the Employer
(or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, I shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this
regard, I authorize the Company and/or the Employer or their respective agents, in their sole discretion and without any notice or authorization by me, to satisfy the obligations with regard to all Tax-
Related Items by one or a combination of the following:
(a) withholding from my wages or other cash compensation paid to me by the Company and/or the Employer; or

1
(b) withholding from proceeds of the sale of the shares of Common Stock acquired under the Plan, either through a voluntary sale or through a mandatory sale arranged by the
Company (on my behalf pursuant to this authorization).
Finally, I shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of my
participation in the Plan or my purchase of shares of Common Stock that cannot be satisfied by the means previously described. I acknowledge and agree that the Company may refuse to honor the
exercise and refuse to deliver the shares of Common Stock or the proceeds from the sale of shares of Common Stock if I fail to comply with my obligations in connection with the Tax-Related Items
as described in this section.
7. For U.S. taxpayers only : I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Offering Date (the first day of the Offering Period during
which I purchased such shares) or one year after the Exercise Date, I will be treated for U.S. Federal income tax purposes as having received ordinary income at the time of such disposition in an
amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in
writing within 30 days after the date of any disposition of my shares of Common Stock and I will make adequate provision for U.S. Federal, state or other tax withholding obligations, if any, which
arise upon the disposition of the shares of Common Stock. If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for
U.S. Federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the
lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the
first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.
8. By making an electronic election to participate in the Plan (which serves as my agreement to the terms of this Subscription Agreement) and by participating in the Plan, I understand,
acknowledge and agree that:
(a) the Plan is established voluntarily by the Company, it is wholly discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time,
unless otherwise provided in the Plan;
(b) the grant of options to purchase shares under the Plan is voluntary and occasional and does not create any contractual or other right to receive future options, or benefits in lieu of
options, even if options have been granted repeatedly in the past;
(c) all decisions with respect to future options, if any, will be at the sole discretion of the Company;
(d) my participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate my employment
relationship at any time;
(e) I am voluntarily participating in the Plan;
(f) the option and the shares of Common Stock subject to the option are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the
Company or the Employer, and which are outside the scope of my employment contract, if any;

2
(g) the option and the shares of Common Stock subject to the option are not intended to replace any pension rights or compensation;
(h) the option and the shares of Common Stock subject to the option are not a part of normal or expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension, retirement or welfare benefits or any other similar
payments, and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate;
(i) the option grant and my participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Subsidiary or Affiliate
of the Company;
(j) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(k) if I exercise my option and obtain shares of Common Stock, the value of those shares of Common Stock acquired upon exercise may increase or decrease in value, even below the
Purchase Price;
(l) no claim or entitlement to compensation or damages shall arise from my inability to continue to participate in the Plan resulting from termination of my employment by the
Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws and whether or not later found to be invalid) and in consideration of the grant of the option
under the Plan to which I am otherwise not entitled, I irrevocably agree never to institute any claim against the Company or the Employer, waive my ability, if any, to bring such a claim, and release
the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participation in the Plan, I shall be
deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(m) in the event of termination of my employment (whether or not in breach of local labor laws and whether or not later found to be invalid), my right to participate in the Plan and
exercise the option will terminate effective as of the date that I am no longer actively employed and will not be extended by any notice period mandated under local law ( e.g. , active employment
would not include a period of garden leave or similar period pursuant to local law); the Board or a Committee delegated such authority shall have the exclusive discretion to determine when I am no
longer actively employed for purposes of my option grant.
9. I acknowledge that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding my participation in the Plan or my
acquisition or sale of the underlying shares of Common Stock. I understand that I am hereby advised to consult with my own personal tax, legal and financial advisors regarding my participation in the
Plan before taking any action related to the Plan.
10. I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Subscription Agreement and any
other grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing my
participation in the Plan.

3
I understand that the Company and the Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, e-mail
address, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company or any Subsidiary
or Affiliate, details of all options or any other entitlement to shares of Common Stock awarded, canceled, exercised, vested, unvested or outstanding in my favor, for the exclusive purpose of
implementing, administering and managing the Plan (Data).
I understand that Data will be transferred to Charles Schwab & Co., Inc., or such other stock plan service provider as may be selected by the Company in the future, which is assisting the
Company with the implementation, administration and management of the Plan. I understand that Data recipients may be located in my country or elsewhere, such as the United States, and that
the recipients country may have different data privacy laws and protections than my country. I understand that I may request a list with the names and addresses of any potential recipients of
the Data by contacting my local human resources representative. I authorize the Company, Charles Schwab & Co., Inc., and any other possible recipients which may assist the Company
(presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of
implementing, administering and managing my participation in the Plan, including any transfer of such Data as may be required for the administration of the Plan and/or the subsequent
holding of shares of Common Stock on my behalf, to a broker or to third party with whom the shares of Common Stock acquired on exercise may be deposited.
I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Plan. I understand that I may, at any time, view Data,
request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by
contacting in writing my local human resources representative, or if there is no local human resources representative, the human resources department of the Company. I understand, however,
that refusing or withdrawing my consent may affect my ability to participate in the Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I
understand that I may contact my local human resources representative, or if there is no local human resources representative, the human resources department of the Company.
11. The provisions of this Subscription Agreement, the option grant and my participation in the Plan are governed by, and subject to, the laws of the State of Delaware (without giving effect to
the conflict of law principles thereof).
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Subscription Agreement, the parties hereby submit to
and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Francisco County, California, or the federal courts for the
United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.
12. If I have received this Subscription Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is
different than the English version, the English version will control.
13. The Company may, in its sole discretion, decide to deliver any documents related to my current or future participation in the Plan by electronic means. I hereby consent to receive such

4
documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company.
14. Notwithstanding any provisions in this Subscription Agreement, my participation in the Plan shall be subject to any special terms and conditions set forth in Appendix A to this
Subscription Agreement for my country. Moreover, if I relocate to one of the countries included in Appendix A, the special terms and conditions for such country will apply to my participation in the
Plan, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
Appendix A constitutes part of this Subscription Agreement.
15. The Company reserves the right to impose other requirements on my participation in the Plan, on the option and on any shares of Common Stock acquired under the Plan, to the extent the
Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require me to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.
16. The provisions of this Subscription Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.
17. I hereby agree to be bound by the terms of the Plan. I understand that the Company, at its option, may elect to terminate, suspend or modify the terms of the Plan at any time. I agree to be
bound by such termination, suspension or modification regardless of whether notice is given to me of such event, subject in any case to my right to timely withdraw from the Plan in accordance with
the withdrawal procedures then in effect. In the event of any inconsistency between this Subscription Agreement and the Plan, the Plan will control.
18. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan.
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
By my electronic election to participate in the Plan (which serves as my electronic signature of this Subscription Agreement), I agree that my participation in the Plan is governed by the terms and
conditions of the Plan and this Subscription Agreement.

5
DOLBY LABORATORIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT FOR NON-U.S. EMPLOYEES
APPENDIX A
Special Terms and Conditions for Participants Outside the U.S.
This Appendix includes additional country-specific terms and conditions that apply to participants resident in countries listed below. This Appendix is part of the Subscription Agreement and contains
terms and conditions material to participation in the Plan. Unless otherwise provided below, capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan
and the Subscription Agreement.
The information is based on the securities and other laws in effect in the respective countries as of September 2011. Such laws are often complex and change frequently. As a result, the Company
strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of the your participation in the Plan because the information
may be out of date at the time of the Exercise Date or when you sell shares of Common Stock acquired upon exercise of the option.
In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly,
you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.
Finally, if you are a citizen or resident of a country other than the one in which you are currently working or you transfer employment or residency after the Offering Date, or if you are considered
resident of another country for local law purposes, then the provisions contained herein may not be applicable to you. The Company shall, in its sole discretion, determine to what extent the terms and
conditions included herein will apply under these circumstances.
AUSTRALIA
Australian Addendum
I understand that the offering of the Plan in Australia is intended to qualify for exemption from the prospectus requirements under Class Order 03/184 issued by the Australian Securities &
Investments Commission. I acknowledge my right to purchase Shares is subject to the terms and conditions set forth in the Australian Addendum, the Offer Document and the Subscription
Agreement.
Securities Law Notice
If I acquire Shares under the Plan and offer such Shares for sale to a person or entity resident in Australia, I understand the offer may be subject to disclosure requirements under Australian law. I
understand that I should obtain legal advice on my disclosure obligations prior to making any such offer.

6
CANADA
Consent to Receive Information in English for Quebec Employees.
I acknowledge that it is the express wish of the parties that this Subscription Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or
relating directly or indirectly hereto, be written in English.
Je reconnais que cest le souhait exprs des parties davoir exig la rdaction en anglais de cet Accord de Souscription, ainsi que tous documents excuts, avis donns et procdures judiciaires
intentes, directement ou indirectement, relativement ou suite au prsent Accord.
Authorization to Release and Transfer Necessary Personal Information for Quebec Employees
The following provision supplements Section 10 of the Subscription Agreement:
I hereby authorize the Company and the Companys representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and
operation of the Plan. I further authorize the Company, any Parent, Subsidiary or Affiliate and the Administrator of the Plan to disclose and discuss the Plan with their advisors. I further authorize the
Company and any Parent, Subsidiary or Affiliate to record such information and to keep such information in my employee file.
Sale of Shares
I acknowledge that I am permitted to sell the shares of Common Stock purchased under the Plan through the designated broker appointed by the Company, provided the resale of the shares takes place
outside of Canada through facilities of a stock exchange on which the shares are listed.
FRANCE
French Translation
The following is a French translation of paragraphs 2 and 3 of the Subscription Agreement:
2. Par les prsentes, jautorise une dduction du montant de mon salaire loccasion du versement de chaque salaire pour une fraction du montant de ma Compensation que je dterminerai par voie
lectronique (de 0 10 %) pendant la Priode dOffre conformment au Plan. (NB: les pourcentages comportant des virgules ne sont pas autoriss.)
3. Je reconnais que lesdites dductions de salaire seront cumules aux fins dachat des Actions Ordinaires au Prix dAchat spcifi aux termes du Plan. Je reconnais que si je ne retire pas ma
participation au cours dune Priode dOffre, toutes les dductions de salaires accumules seront utilises pour exercer automatiquement mon option.
Consent to Receive Information in English
By accepting this document providing for the terms and conditions of my option grant, I confirm having read and understood the documents relating to this grant (the Plan and this Subscription
Agreement) which were provided in English language. I accept the terms of those documents accordingly.

7
En acceptant ce document dcrivant les termes et conditions de mon attribution doptions, je confirme ainsi avoir lu et compris les documents relatifs cette attribution (le Plan et cet Accord de
Souscription) qui ont t communiqus en langue anglaise. Jaccepte les termes de ces documents en connaissance de cause.
GERMANY
No country-specific provisions.
HONG KONG
Method of Contribution
I understand and acknowledge that due to legal restrictions in Hong Kong, I will not be permitted to contribute a percentage of my Compensation towards the purchase of shares of Common Stock
during the Offering Period by payroll deductions. Instead, I understand that any contribution I make for the purchase of shares under the Plan must be made to the Company by personal cheque or
bank debit. I acknowledge that such contributions must be completed by me prior to the Exercise Date. Should my payment be in the form of a personal cheque, I understand that the cheque must be
cleared and the funds placed in the Companys account prior to the Exercise Date in order to exercise the option on the Exercise Date. I understand that if legal restrictions change, the Company
reserves the right to allow payroll deductions for contributions towards the purchase of shares under the Plan.
Securities Law Notice
WARNING: I understand that the grant of the option to purchase shares of Common Stock and the issuance of Common Stock upon exercise of my option do not constitute a public offer of securities
under Hong Kong law and are available only to employees. The Subscription Agreement, the Plan, this Appendix and other incidental communication materials that I may receive have not been
prepared in accordance with and are not intended to constitute a prospectus for a public offering of securities under applicable securities laws in Hong Kong. Furthermore, none of the documents
relating to the Plan have been reviewed by any regulatory authority in Hong Kong. I understand that I am advised to exercise caution in relation to the offer. If I am in any doubt about any of the
contents of the Subscription Agreement, including this Appendix A, the Plan, or any other communication materials, I understand that I should obtain independent professional advice.
JAPAN
No country-specific provisions.
KOREA
Power of Attorney
I am an employee working for Dolby Laboratories International Services, Korea Branch, which is a duly registered branch office under the laws of the Republic of Korea, and so hereby appoint
attorney-in-fact, Dolby Laboratories International Services, Korea Branch, 41/F Star Tower Building, 737, Yeoksam-Dong, Gangnam-Gu, Seoul, Korea, through a duly appointed representative, with
full power and authority to do the following:

8
1. To prepare, execute and file any report/application and all other documents required for implementation of the Plan in Korea;
2. To take any action that may be necessary or appropriate for implementation of said Plan with the competent Korean authorities, including but not limited to transfer of my payroll deductions
through a foreign exchange bank; and
3. To constitute and appoint, in its place and stead, and as its substitute, one attorney or more, with power of revocation.
By accepting this Subscription Agreement, I hereby ratify and confirm as my own act and deed all that such attorney may do or cause to be done by virtue of this instrument.
NETHERLANDS
Acknowledgment of Insider Trading Rules
I have been granted options under the Plan, pursuant to which I may acquire shares of Common Stock. I understand that residents of the Netherlands should be aware of the Dutch insider trading rules,
which may impact the sale of such shares. In particular, I understand I may be prohibited from effecting certain share transactions if I have inside information regarding the Company.
Below is a discussion of the applicable restrictions. I am advised to read the discussion carefully to determine whether the insider rules apply to me. If it is uncertain whether the insider rules apply, I
understand the Company recommends that I consult with my personal legal advisor. I understand and acknowledge that the Company cannot be held liable if I violate the Dutch insider rules. I am
responsible for ensuring compliance with these rules.
By entering into the Subscription Agreement and participating in the Plan, I acknowledge having read and understood the notification below and acknowledge that it is my own
responsibility to comply with the Dutch insider trading rules, as discussed herein.
Prohibition Against Insider Trading
Dutch securities laws prohibit insider trading. Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has inside information related to the Company is prohibited from effectuating
a transaction in securities in or from the Netherlands. Inside information is knowledge of specific information concerning the issuer to which the securities relate that is not public and which, if
published, would reasonably be expected to affect the share price, regardless of the actual effect on the price. The insider could be any employee of the Company or its Dutch Subsidiary or Affiliate
who has inside information as described above.
Given the broad scope of the definition of inside information, certain employees of the Company working at its Dutch Subsidiary or Affiliate may have inside information and thus, would be
prohibited from effectuating a transaction in securities in the Netherlands at a time when he or she had such inside information.

9
SINGAPORE
Securities Law Notice
I understand that the option is being granted to me pursuant to the Qualifying Person exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.)
(SFA). I further understand that the Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. I understand and acknowledge that my option is subject to
section 257 of the SFA and I will not be able to make any subsequent sale in Singapore, or any offer of the shares of Common Stock acquired upon exercise unless such sale or offer in Singapore is
made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA (Chapter 289, 2006 Ed.).
Director Reporting Notice
If I am a director, associate director or shadow director of a Singapore Subsidiary or Affiliate of the Company, as the terms are used in the Singapore Companies Act (the SCA), I agrees to comply
with notification requirements under the SCA. Among these requirements is an obligation to notify the Singapore Subsidiary or Affiliate in writing when I receive an interest (e.g., options, shares) in
the Company or any related companies (including when I sell shares acquired through exercise of the option). In addition, I must notify the Singapore Subsidiary or Affiliate when I sell or receives
shares of the Company or any related company (including when I sell or receive shares acquired under the Plan). These notifications must be made within two days of acquiring or disposing of any
interest in the Company or any related company. In addition, I acknowledge that a notification must be made of my interests in the Company or any related company within two days of becoming a
director.
Prohibition Against Insider Trading
I acknowledge awareness of the Singaporean insider-trading rules, which may impact my acquisition or disposal of shares of Common Stock or rights to shares of Common Stock. Under the
Singaporean insider-trading rules, I am prohibited from acquiring or selling shares of Common Stock or rights to shares of Common Stock when I am in possession of information which is not
generally available and which I know or should know will have a material effect on the price of the shares of Common Stock once such information is generally available.
SWEDEN
No country-specific provisions.
TAIWAN
No country-specific provisions.
UNITED KINGDOM
Joint Election
As a condition of my participation in the Plan, I agree to accept any liability for secondary Class 1 NICs (Employer NICs) which may be payable by the Company or the Employer with respect to
the purchase of the shares or otherwise payable in connection with my participation in the Plan. Without prejudice to the foregoing, I agree to execute a joint election with the Company and/or the
Employer (the Election), the form of such Election being formally approved by HM Revenue and Customs (HMRC), and any

10
other consent or elections required to accomplish the transfer of the Employer NICs to me. I further agree to execute such other joint elections as may be required between me and any successor to the
Company and/or the Employer. I agree to enter into an Election prior to any event giving rise to Employer NICs. I further agree that the Company and/or the Employer may collect the Employer NICs
by any of the means set forth in Section 6 of the Subscription Agreement as supplemented by this Appendix A.
Tax Withholding Obligations
The following supplements section 6 of the Subscription Agreement:
I shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the Tax-
Related Items (the Taxable Event) that cannot be satisfied by the means described in Section 6 of the Subscription Agreement. If payment or withholding of the Tax-Related Items (including
Employer NICs) due is not made within ninety (90) days of the Taxable Event or such other period as required under U.K. law (the Due Date), I agree that the amount of any uncollected Tax-
Related Items shall constitute a loan owed by me to the Employer, effective on the Due Date. I agree that the loan will bear interest at the then-current HMRC Official Rate, it will be immediately due
and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in the Subscription Agreement. If I fail to comply with my obligations in
connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the shares acquired under the Plan.
Notwithstanding the foregoing, if I am a director or executive officer of the Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), I shall not
be eligible for a loan from the Company to cover Tax-Related Items. In the event that I am a director or executive officer and Tax-Related Items are not collected from or paid by me by the Due Date,
the amount of any uncollected Tax-Related Items may constitute a benefit to me on which additional income tax and National Insurance Contributions may be payable. I will be responsible for
reporting and paying any income tax and National Insurance contributions (including the Employer NICs) due on this additional benefit directly to HMRC under the self-assessment regime.

11
Exhibit 21.1
Significant Subsidiaries of Dolby Laboratories, Inc.

Name
Jurisdiction of
Incorporation/Organization
Dolby Laboratories, Inc. California
Dolby Laboratories Licensing Corporation New York
Dolby International AB Sweden
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Dolby Laboratories, Inc.:
We consent to the incorporation by reference in the registration statements (Nos. 333-122908, 333-150804 and 333-174319) on Form S-8 of Dolby Laboratories, Inc. (the Company) of our
reports dated November 22, 2011, with respect to the consolidated balance sheets of Dolby Laboratories, Inc. and subsidiaries as of September 30, 2011 and September 24, 2010, and the related
consolidated statements of operations, stockholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended September 30, 2011, and the effectiveness
of internal control over financial reporting as of September 30, 2011, which reports appear in the September 30, 2011 annual report on Form 10-K of the Company.
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for multiple-element revenue arrangements at the beginning of fiscal 2010.
/s/ KPMG LLP
San Francisco, California
November 22, 2011
Exhibit 31.1
CERTIFICATION
I, Kevin J. Yeaman, certify that:











Date: November 22, 2011

1. I have reviewed this Annual Report on Form 10-K of Dolby Laboratories, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;

(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial
reporting; and

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
/s/ K EVIN J. Y EAMAN
Kevin J. Yeaman
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Murray J. Demo, certify that:











Date: November 22, 2011

1. I have reviewed this Annual Report on Form 10-K for Dolby Laboratories, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;

(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial
reporting; and

5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
/s/ M URRAY J. D EMO
Murray J. Demo
Executive Vice President and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Dolby Laboratories, Inc (the Company), on Form 10-K for the fiscal year ended September 24, 2010, as filed with the Securities and Exchange Commission
(the Report), Kevin J. Yeaman, President and Chief Executive Officer of the Company and Murray J. Demo, Executive Vice President and Chief Financial Officer of the Company, respectively, do
each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


Dated: November 22, 2011



The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ K EVIN J. Y EAMAN
Kevin J. Yeaman
President and Chief Executive Officer
/s/ M URRAY J. D EMO
Murray J. Demo
Executive Vice President and Chief Financial Officer