35% due primarily to certain undistributed foreign earnings for which no U. S.  taxes are provided because such earnings are intended to be indefinitely reinvested outside the U. S.  As of September 29, 2012, the Company had deferred tax assets arising from deductible temporary differences, tax losses, and tax credits of $4.0 billion, and deferred tax liabilities of $14.9 billion.
Management believes it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies, together with future reversals of existing taxable temporary differences, will be sufficient to fully recover the deferred tax assets.
The Company will continue to evaluate the realizability of deferred tax assets quarterly by assessing the need for and amount of a valuation allowance.
The Internal Revenue Service (the “IRS”) has completed its field audit of the Company’s federal income tax returns for the years 2004 through 2006 and proposed certain adjustments.
The Company has contested certain of these adjustments through the IRS Appeals Office.
The IRS is currently examining the years 2007 through 2009.
All IRS audit issues for years prior to 2004 have been resolved.
In addition, the Company is subject to audits by state, local, and foreign tax authorities.
Management believes that adequate provisions have been made for any adjustments that may result from tax examinations.
However, the outcome of tax audits cannot be predicted with certainty.
If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.
Liquidity and Capital Resources The following table presents selected financial information and statistics as of and for the years ended September 29, 2012, September 24, 2011, and September 25, 2010 (in millions):
## Table 0 ##
As of September 29, 2012, the Company had $121.3 billion in cash, cash equivalents and marketable securities, an increase of $39.7 billion or 49% from September 24, 2011.
The principal components of this net increase was the cash generated by operating activities of $50.9 billion, which was partially offset by payments for acquisition of property, plant and equipment of $8.3 billion, payments for acquisition of intangible assets of $1.1 billion and payments of dividends and dividend equivalent rights of $2.5 billion.
The Company’s marketable securities investment portfolio is invested primarily in highly-rated securities and its investment policy generally limits the amount of credit exposure to any one issuer.
The policy requires investments generally to be investment grade with the objective of minimizing the potential risk of principal loss.
As of September 29, 2012 and September 24, 2011, $82.6 billion and $54.3 billion, respectively, of the Company’s cash, cash equivalents and marketable securities were held by foreign subsidiaries and are generally based in U. S.  dollar-denominated holdings.
Amounts held by foreign subsidiaries are generally subject to U. S.  income taxation on repatriation to the U. S.  The Company believes its existing balances of cash, cash equivalents and marketable securities will be sufficient to satisfy its working capital needs, capital asset purchases, outstanding commitments, common stock repurchases, dividends on its common stock, and other liquidity requirements associated with its existing operations over the next 12 months.
Capital Assets The Company’s capital expenditures were $10.3 billion during 2012, consisting of $865 million for retail store facilities and $9.5 billion for other capital expenditures, including product tooling and manufacturing process
Restricted stock and restricted stock unit activity was as follows (in thousands, except fair value):
## Table 1 ##
At December 31, 2007, the Company had unrecognized compensation expense related to restricted stock and restricted stock units of $113 million, expected to be recognized over the weighted average period of approximately three years.
An aggregate of approximately 7.8 million, 2.8 million and 1.7 million shares of restricted stock and restricted stock units were granted in 2007, 2006 and 2005, respectively.
The amortization of unrecognized compensation for the years ended December 31, 2007, 2006 and 2005 was $39 million, $24 million and $14 million, respectively.
The total fair value of restricted stock and restricted stock unit shares vested during the years ended December 31, 2007, 2006 and 2005 was $13 million, $22 million and $32 million, respectively.
The aggregate intrinsic value of outstanding restricted stock and restricted stock units as of December 31, 2007 was $173 million.
Total Share-Based Compensation Presentation Under the modified prospective transition method, results for 2005 have not been restated to reflect the effects of implementing SFAS 123R.
The following pro forma information is presented for comparative purposes and illustrate the pro forma effect on Earnings from continuing operations and Net earnings and the respective earnings per share for each period presented as if the Company had applied the fair value recognition provisions to sharebased employee compensation prior to 2006 (in millions, except per share amounts):
## Table 2 ##
Prior to adopting SFAS 123R, the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows in the consolidated statements of cash flows.
As a result, $210 million of excess tax benefits for 2005 has been classified as an operating cash inflow.
SFAS 123R requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from financing activities.
Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS circumstances indicate that the carrying value may not be recoverable.
The Company performs a goodwill impairment test at the reporting unit level at least annually on October 1, or more often should triggering events occur.
Factors considered important that could trigger an impairment review include: (i) underperformance relative to expected historical or projected future operating results, (ii) changes in the manner of use of the assets or the strategy for our overall business, (iii) negative industry or economic trends, (iv) declines in price of an investment for a sustained period, and (v) our market capitalization relative to net book value.
If it becomes probable that the Company will not collect all amounts in accordance with the contractual terms of a debt security within the Sigma Fund, the Company considers the decline other-than-temporary and an investment impairment is recorded.
When the Company determines that the carrying value of intangible assets and long-lived assets may not be recoverable, an impairment charge is recorded.
Impairment is generally measured based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in our current business model or prevailing market rates of investment securities, if available.
When performing a goodwill impairment test, the fair value of the reporting unit is determined using a combination of present value techniques and quoted market prices of comparable businesses.
At December 31, 2007 and 2006, the net book values of these assets were as follows (in millions):
## Table 3 ##
The Company recorded investment impairment charges of $62 million, $27 million and $25 million in 2007, 2006 and 2005, respectively, representing other-than-temporary declines in the value of the Company’s Sigma Fund and investment portfolios.
Additionally, the available-for-sale securities portfolio reflected an unrealized loss position of $96 million and an unrealized gain position of $60 million at December 31, 2007 and 2006, respectively.
The Company recorded fixed asset impairment charges of $50 million in 2007, and $15 million in both 2006 and 2005.
The Company recorded intangible asset impairment charges of $81 million in 2007, compared to no impairment charges in 2006 and 2005.
No goodwill impairment charges were required in the periods presented.
The Company cannot predict the occurrence of future impairment-triggering events nor the impact such events might have on these reported asset values.
Such events may include strategic decisions made in response to the economic conditions relative to product lines or operations and the impact of the economic environment on our customer base.
Restructuring Activities The Company maintains a formal Involuntary Severance Plan (the “Severance Plan”) which permits the Company to offer eligible employees severance benefits based on years of service and employment grade level in the event that employment is involuntarily terminated as a result of a reduction-in-force or restructuring.
Each separate reduction-in-force has qualified for severance benefits under the Severance Plan.
The Company recognizes termination benefits based on formulas per the Severance Plan at the point in time that future settlement is probable and can be reasonably estimated based on estimates prepared at the time a restructuring plan is approved by management.
Exit costs primarily consist of future minimum lease payments on vacated facilities.
At each reporting date, the Company evaluates its accruals for exit costs and employee separation costs to ensure the accruals are still appropriate.
In certain circumstances, accruals are no longer required because of efficiencies in carrying out the plans or because employees previously identified for separation resigned from the Company and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated.
The Company reverses accruals through the income statement line item where the original charges were recorded when it is determined they are no longer required.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risk The Company uses financial instruments to reduce its overall exposure to the effects of currency fluctuations on cash flows.
The Company’s policy prohibits speculation in financial instruments for profit on the exchange rate price fluctuation, trading in currencies for which there are no underlying exposures, or entering into trades for any currency to intentionally increase the underlying exposure.
Instruments that are designated as part of a hedging relationship must be effective at reducing the risk associated with the exposure being hedged and are designated as a part of a hedging relationship at the inception of the contract.
Accordingly, changes in market values of hedge instruments must be highly correlated with changes in market values of underlying hedged items both at the inception of the hedge and over the life of the hedge contract.
The Company’s strategy in foreign exchange exposure issues is to offset the gains or losses on the financial instruments against losses or gains on the underlying operational cash flows or investments based on the operating business units’ assessment of risk.
The Company enters into derivative contracts for some of the Company’s nonfunctional currency receivables and payables, which are primarily denominated in major currencies that can be traded on open markets.
The Company uses forward contracts and options to hedge these currency exposures.
In addition, the Company enters into derivative contracts for some firm commitments and some forecasted transactions, which are designated as part of a hedging relationship if it is determined that the transaction qualifies for hedge accounting under the provisions of SFAS No.133, “Accounting for Derivative Instruments and Hedging Activities.
” A portion of the Company’s exposure is from currencies that are not traded in liquid markets and these are addressed, to the extent reasonably possible, through managing net asset positions, product pricing and component sourcing.
At December 31, 2007 and 2006, the Company had net outstanding foreign exchange contracts totaling $3.0 billion and $4.8 billion, respectively.
Management believes that these financial instruments should not subject the Company to undue risk due to foreign exchange movements because gains and losses on these contracts should offset losses and gains on the underlying assets, liabilities and transactions, except for the ineffective portion of the instruments, which are charged to Other within Other income (expense) in the Company’s consolidated statements of operations.
The following table shows, in millions of U. S.  dollars, the five largest net foreign exchange contract positions as of December 31, 2007 and the corresponding positions as of December 31, 2006:
## Table 4 ##
The Company is exposed to credit loss in the event of nonperformance by the counterparties to its financial instruments.
The Company minimizes its credit risk on these transactions by only dealing with leading, creditworthy financial institutions and does not anticipate nonperformance.
In addition, the contracts are distributed among several financial institutions, all of whom presently have investment grade credit ratings, thus minimizing credit risk concentration.
Foreign exchange financial instruments that are subject to the effects of currency fluctuations, which may affect reported earnings, include derivative financial instruments and other financial instruments which are not denominated in the functional currency of the legal entity holding the instrument.
Derivative financial instruments consist primarily of forward contracts and currency options.
Other financial instruments, which are not denominated in the functional currency of the legal entity holding the instrument, consist primarily of cash, cash equivalents, Sigma Fund investments and short-term investments, as well as accounts payable and receivable.
Accounts payable and receivable are reflected at fair value in the financial statements.
The fair value of the foreign exchange financial instruments would hypothetically decrease by $330 million as of December 31, 2007 if the foreign currency rates were to change unfavorably by 10% from current levels.
This hypothetical amount is suggestive of the effect on future cash flows under the following conditions: (i) all current payables and receivables that are hedged were not realized, (ii) all hedged commitments and anticipated transactions were not realized or canceled, and (iii) hedges of these amounts were not canceled or offset.
The Company does not expect that any of these conditions will be realized.
The Company expects that gains and losses on the derivative financial instruments should offset gains and
osses on the assets, liabilities and future transactions being hedged.
If the hedged transactions were included in the sensitivity analysis, the hypothetical change in fair value would be immaterial.
The foreign exchange financial instruments are held for purposes other than trading.
The Company recorded income of $0.6 million and $1.5 million for the years ended December 31, 2006 and 2005, respectively, representing the ineffective portions of changes in the fair value of fair value hedge positions.
The ineffective portion of changes in the fair value of foreign currency fair value hedge positions in 2007 was de minimis.
These amounts are included in Other within Other income (expense) in the Company’s consolidated statements of operations.
The above amounts include the change in the fair value of derivative contracts related to the changes in the difference between the spot price and the forward price.
These amounts are excluded from the measure of effectiveness.
Expense (income) related to fair value hedges that were discontinued for the years ended December 31, 2007, 2006 and 2005 are included in the amounts noted above.
The Company recorded income of $1 million, $13 million and $1 million for the years ended December 31, 2007, 2006 and 2005, respectively, representing the ineffective portions of changes in the fair value of cash flow hedge positions.
These amounts are included in Other within Other income (expense) in the Company’s consolidated statements of operations.
The above amounts include the change in the fair value of derivative contracts related to the changes in the difference between the spot price and the forward price.
These amounts are excluded from the measure of effectiveness.
Expense (income) related to cash flow hedges that were discontinued for the years ended December 31, 2007, 2006 and 2005 are included in the amounts noted above.
During the years ended December 31, 2007, 2006 and 2005, on a pre-tax basis, income (expense) of $(16) million, $(98) million and $21 million, respectively, was reclassified from equity to earnings in the Company’s consolidated statements of operations.
At December 31, 2007, the maximum term of derivative instruments that hedge forecasted transactions was one year.
However, the weighted average duration of the Company’s derivative instruments that hedge forecasted transactions was five months.
Interest Rate Risk At December 31, 2007, the Company’s short-term debt consisted primarily of $134 million of short-term foreign debt, priced at short-term interest rates.
The Company has $4.2 billion of long-term debt, including the current portion of long-term debt, which is primarily priced at long-term, fixed interest rates.
In order to manage the mix of fixed and floating rates in its debt portfolio, the Company has entered into interest rate swaps to change the characteristics of interest rate payments from fixed-rate payments to short-term LIBOR-based variable rate payments.
The following table displays these outstanding interest rate swaps at December 31, 2007:

Tables referenced above, in order (Table 0 first):
<table><tr><td></td><td>2012</td><td>2011</td><td>2010</td></tr><tr><td>Cash, cash equivalents and marketable securities</td><td>$121,251</td><td>$81,570</td><td>$51,011</td></tr><tr><td>Accounts receivable, net</td><td>$10,930</td><td>$5,369</td><td>$5,510</td></tr><tr><td>Inventories</td><td>$791</td><td>$776</td><td>$1,051</td></tr><tr><td>Working capital</td><td>$19,111</td><td>$17,018</td><td>$20,956</td></tr><tr><td>Annual operating cash flow</td><td>$50,856</td><td>$37,529</td><td>$18,595</td></tr></table>
<table><tr><td></td><td colspan="2"> <i>2007</i></td><td colspan="2"><i>2006</i></td></tr><tr><td><i>Years Ended December 31</i></td><td>RS and RSU</td><td> <i>Wtd. Avg. </i>  <i>Grant Date </i>  <i>Fair Value</i></td><td>RS and RSU</td><td><i>Wtd Avg. </i> <i>Grant Date </i> <i>Fair Value</i></td></tr><tr><td>RS and RSU outstanding at January 1</td><td>6,016</td><td>$19</td><td>4,383</td><td>$16</td></tr><tr><td>Granted</td><td>7,766</td><td>18</td><td>2,761</td><td>22</td></tr><tr><td>Vested</td><td>- 1,068</td><td>19</td><td>-938</td><td>15</td></tr><tr><td>Terminated, canceled or expired</td><td>-1,959</td><td>19</td><td>-190</td><td>18</td></tr><tr><td>RS and RSU outstanding at December 31</td><td>10,755</td><td>17</td><td>6,016</td><td>19</td></tr></table>
<table><tr><td></td><td colspan="3">Continuing Operations</td><td colspan="3">Net Earnings (Loss)</td></tr><tr><td><i>Years Ended December 31</i></td><td>2007</td><td><i>2006</i></td><td>2005</td><td>2007</td><td><i>2006</i></td><td>2005</td></tr><tr><td>Earnings (loss):</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Earnings (loss), as reported</td><td>$-105</td><td>$3,261</td><td>$4,519</td><td>$-49</td><td>$3,661</td><td>$4,578</td></tr><tr><td>Add: Share-based employee compensation expense included in reported earnings, net of related tax effects</td><td>n/a</td><td>n/a</td><td>9</td><td>n/a</td><td>n/a</td><td>9</td></tr><tr><td>Deduct: Share-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects</td><td>n/a</td><td>n/a</td><td>-170</td><td>n/a</td><td>n/a</td><td>-170</td></tr><tr><td>Pro forma earnings (loss)</td><td>$-105</td><td>$3,261</td><td>$4,358</td><td>$-49</td><td>$3,661</td><td>$4,417</td></tr><tr><td>Basic earnings (loss) per common share:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>As reported</td><td>$-0.05</td><td>$1.33</td><td>$1.83</td><td>$-0.02</td><td>$1.50</td><td>$1.85</td></tr><tr><td>Pro forma</td><td>$n/a</td><td>$n/a</td><td>$1.76</td><td>$n/a</td><td>$n/a</td><td>$1.79</td></tr><tr><td>Diluted earnings (loss) per common share:</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>As reported</td><td>$-0.05</td><td>$1.30</td><td>$1.79</td><td>$-0.02</td><td>$1.46</td><td>$1.81</td></tr><tr><td>Pro forma</td><td>$n/a</td><td>$n/a</td><td>$1.72</td><td>$n/a</td><td>$n/a</td><td>$1.75</td></tr></table>
<table><tr><td><i>December 31</i></td><td> <i>2007</i></td><td><i>2006</i></td></tr><tr><td>Sigma Fund</td><td>$5,242</td><td>$12,204</td></tr><tr><td>Investments</td><td>837</td><td>895</td></tr><tr><td>Property, plant and equipment</td><td>2,480</td><td>2,267</td></tr><tr><td>Intangible assets</td><td>1,260</td><td>354</td></tr><tr><td>Goodwill</td><td>4,499</td><td>1,706</td></tr><tr><td></td><td>$14,318</td><td>$17,426</td></tr></table>
<table><tr><td></td><td colspan="2">December 31,</td></tr><tr><td><i>Buy (Sell)</i></td><td>2007</td><td>2006</td></tr><tr><td>Chinese Renminbi</td><td>$-1,292</td><td>$-1,195</td></tr><tr><td>Brazilian Real</td><td>-377</td><td>-466</td></tr><tr><td>Taiwan Dollar</td><td>112</td><td>87</td></tr><tr><td>Japanese Yen</td><td>384</td><td>143</td></tr><tr><td>British Pound</td><td>396</td><td>252</td></tr></table>

Question: Which year is Vested the most for RS and RSU?
Answer: 2006