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Commitments and Contingencies |
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2019年9月30日 |
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| 承诺和突发事件披露[摘要] | |||||||||||||||||||||||||||||||||||||||||||||||||
| COMMITMENTS AND CONTINGENCIES |
NOTE 15 – COMMITMENTS AND CONTINGENCIES
考虑。
我们与金融机构有协议（称为“货架协议”），以出售我们的某些贸易应收帐款和客户的期票，而无需追索。我们认为，由于这些协议，我们没有任何重大损失的风险。此外，我们定期出售某些信用证（“ LCS”），而无需追索，从客户那里收到了商品和服务的付款。
下表显示，根据保理协议出售的总应收账款以及指定期间的LCS销售收益：
Factoring and LC fees for the sale of certain trade receivables were recorded in other expense (income), net and were not material for the periods presented.
Purchase Commitments.
我们保留从供应商那里购买库存的承诺以及普通业务中的商品，服务和其他资产的承诺。我们在这些购买承诺下的责任通常仅限于预测的时度，如双方之间的相互商定。这种预测的时间莫为不同的供应商可能会有所不同。我们对我们对主要是材料，服务，用品和资产购买的重大购买承诺的估计大约是
$643.5 million
as of
2019年9月30日
, which are primarily due within the next
12
months.
Actual expenditures will vary based upon the volume of the transactions and length of contractual service provided. In addition, the amounts paid under these arrangements may be less in the event that the arrangements are renegotiated or canceled. Certain agreements provide for potential cancellation penalties.
Cash Long-Term Incentive Plan.
As of
2019年9月30日
, we have committed
1.76亿美元
根据我们的现金LTI计划，未来的付款义务。与现金LTI计划相关的补偿费用的计算包括估计没收率假设。根据现金LTI计划背心颁发给员工的现金LTI奖
three
or
four
平等分期付款，
one-third
or
四分之一
在授予日期的每个周年纪念日的现金LTI奖励总额
three
or
four
-year period. In order to receive payments under a Cash LTI award, participants must remain employed by us as of the applicable award vesting date.
Guarantees and Contingencies.
We maintain guarantee arrangements available through various financial institutions for up to
4920万美元
， 其中
4,300万美元
had been issued as of
2019年9月30日
, primarily to fund guarantees to customs authorities for value-added tax (“VAT”) and other operating requirements of our subsidiaries in Europe, Israel and Asia.
赔偿义务。
Subject to certain limitations, we are obligated to indemnify our current and former directors, officers and employees with respect to certain litigation matters and investigations that arise in connection with their service to us. These obligations arise under the terms of our certificate of incorporation, our bylaws, applicable contracts, and Delaware and California law. The obligation to indemnify generally means that we are required to pay or reimburse the individuals’ reasonable legal expenses and possibly damages and other liabilities incurred in connection with these matters. For example, we have paid or reimbursed legal expenses incurred in connection with the investigation of our historical stock option practices and the related litigation and government inquiries by several of our current and former directors, officers and employees. Although the maximum potential amount of future payments we could be required to make under the indemnification obligations generally described in this paragraph is theoretically unlimited, we believe the fair value of this liability, to the extent estimable, is appropriately considered within the reserve we have established for currently pending legal proceedings.
We are a party to a variety of agreements pursuant to which we may be obligated to indemnify the other party with respect to certain matters. Typically, these obligations arise in connection with contracts and license agreements or the sale of assets, under which we customarily agrees to hold the other party harmless against losses arising from, or provides customers with other remedies to protect against, bodily injury or damage to personal property caused by our products, non-compliance with our product performance specifications, infringement by our products of third-party intellectual property rights and a breach of warranties, representations and covenants related to matters such as title to assets sold, validity of certain intellectual property rights, non-infringement of third-party rights, and certain income tax-related matters. In each of these circumstances, payment by us is typically subject to the other party making a claim to and cooperating with us pursuant to the procedures specified in the particular contract. This usually allows us to challenge the other party’s claims or, in case of breach of intellectual property representations or covenants, to control the defense or settlement of any third-party claims brought against the other party. Further, our obligations under these agreements may be limited in terms of amounts, activity (typically at our option to replace or correct the products or terminate the agreement with a refund to the other party), and duration. In some instances, we may have recourse against third parties and/or insurance covering certain payments made by us.
In addition, we may in limited circumstances enter into agreements that contain customer-specific commitments on pricing, tool reliability, spare parts stocking levels, response time and other commitments. Furthermore, we may give these customers limited audit or inspection rights to enable them to confirm that we are complying with these commitments. If a customer elects to exercise its audit or inspection rights, we may be required to expend significant resources to support the audit or inspection, as well as to defend or settle any dispute with a customer that could potentially arise out of such audit or inspection. To date, we have made no significant accruals in our Condensed Consolidated Financial Statements for this contingency. While we have not in the past incurred significant expenses for resolving disputes regarding these types of commitments, we cannot make any assurance that it will not incur any such liabilities in the future.
It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements have not had a material effect on our business, financial condition, results of operations or cash flows.
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