Attached files
file | filename |
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8-K/A - 8-K/A - Avago Technologies LTD | d756411d8ka.htm |
EX-99.4 - EX-99.4 - Avago Technologies LTD | d756411dex994.htm |
EX-99.1 - EX-99.1 - Avago Technologies LTD | d756411dex991.htm |
EX-23.1 - EX-23.1 - Avago Technologies LTD | d756411dex231.htm |
EX-99.2 - EX-99.2 - Avago Technologies LTD | d756411dex992.htm |
Exhibit 99.3
LSI CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
March 30, 2014 |
December 31, 2013 |
|||||||
ASSETS | ||||||||
Cash and cash equivalents |
$ | 642,588 | $ | 542,768 | ||||
Short-term investments |
240,741 | 267,070 | ||||||
Accounts receivable, less allowances of $4,349 and $6,174, respectively |
251,223 | 270,849 | ||||||
Inventories |
161,910 | 156,294 | ||||||
Prepaid expenses and other current assets |
85,018 | 71,600 | ||||||
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|
|
|
|||||
Total current assets |
1,381,480 | 1,308,581 | ||||||
Property and equipment, net |
298,582 | 302,288 | ||||||
Identified intangible assets, net |
337,537 | 367,603 | ||||||
Goodwill |
255,005 | 255,005 | ||||||
Other assets |
126,873 | 128,228 | ||||||
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|
|
|||||
Total assets |
$ | 2,399,477 | $ | 2,361,705 | ||||
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LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
Accounts payable |
$ | 173,614 | $ | 174,213 | ||||
Accrued salaries, wages and benefits |
111,686 | 135,530 | ||||||
Other accrued liabilities |
168,657 | 173,238 | ||||||
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|
|
|
|||||
Total current liabilities |
453,957 | 482,981 | ||||||
Pension and post-retirement benefit obligations |
324,037 | 337,063 | ||||||
Income taxes payable |
63,740 | 72,245 | ||||||
Other non-current liabilities |
33,298 | 33,694 | ||||||
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|
|
|||||
Total liabilities |
875,032 | 925,983 | ||||||
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Commitments and contingencies (Note 12) |
||||||||
Stockholders equity: |
||||||||
Preferred stock, $.01 par value: 2,000 shares authorized; none outstanding |
| | ||||||
Common stock, $.01 par value: 1,300,000 shares authorized; 564,011 and 552,409 shares outstanding, respectively |
5,640 | 5,524 | ||||||
Additional paid-in capital |
5,620,767 | 5,570,478 | ||||||
Accumulated deficit |
(3,715,705 | ) | (3,748,938 | ) | ||||
Accumulated other comprehensive loss |
(386,257 | ) | (391,342 | ) | ||||
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|
|||||
Total stockholders equity |
1,524,445 | 1,435,722 | ||||||
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Total liabilities and stockholders equity |
$ | 2,399,477 | $ | 2,361,705 | ||||
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|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
LSI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
Revenues |
$ | 569,066 | $ | 568,636 | ||||
Cost of revenues |
277,941 | 279,132 | ||||||
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Gross profit |
291,125 | 289,504 | ||||||
Research and development |
174,113 | 171,305 | ||||||
Selling, general and administrative |
76,168 | 89,495 | ||||||
Restructuring of operations and other items, net |
15,473 | 20,452 | ||||||
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Income from operations |
25,371 | 8,252 | ||||||
Interest income and other, net |
2,669 | 7,880 | ||||||
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Income before income taxes |
28,040 | 16,132 | ||||||
Benefit from income taxes |
(5,193 | ) | (2,300 | ) | ||||
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Net income |
$ | 33,233 | $ | 18,432 | ||||
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Net income per share: |
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Basic |
$ | 0.06 | $ | 0.03 | ||||
Diluted |
$ | 0.06 | $ | 0.03 | ||||
Shares used in computing per share amounts: |
||||||||
Basic |
558,490 | 550,227 | ||||||
Diluted |
588,455 | 567,092 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
2
LSI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
Net income |
$ | 33,233 | $ | 18,432 | ||||
Other comprehensive income before tax: |
||||||||
Foreign currency translation adjustments |
1,275 | (342 | ) | |||||
Available-for-sale securities: |
||||||||
Unrealized gain |
556 | 1,980 | ||||||
Reclassification of net realized (gain)/loss to net income |
(128 | ) | 17 | |||||
Derivative financial instruments: |
||||||||
Unrealized loss |
(30 | ) | (32 | ) | ||||
Reclassification of net realized loss/(gain) to net income |
562 | (162 | ) | |||||
Amortization of net actuarial loss, prior service cost and transition asset on benefit plans |
3,193 | 5,044 | ||||||
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Other comprehensive income before tax |
5,428 | 6,505 | ||||||
Income tax expense on net unrealized gain on investments and derivatives |
343 | 740 | ||||||
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Other comprehensive income, net of tax |
5,085 | 5,765 | ||||||
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Comprehensive income |
$ | 38,318 | $ | 24,197 | ||||
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|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
LSI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
Operating activities: |
||||||||
Net income |
$ | 33,233 | $ | 18,432 | ||||
Adjustments: |
||||||||
Depreciation and amortization |
45,929 | 44,285 | ||||||
Stock-based compensation expense |
20,985 | 25,546 | ||||||
Non-cash restructuring of operations and other items, net |
434 | 6,596 | ||||||
Gain on sale of property and equipment |
| (4 | ) | |||||
Unrealized foreign exchange loss |
494 | 589 | ||||||
Deferred taxes |
(51 | ) | (26 | ) | ||||
Changes in assets and liabilities: |
||||||||
Accounts receivable, net |
19,626 | 40,652 | ||||||
Inventories |
(5,616 | ) | 25,123 | |||||
Prepaid expenses and other assets |
(32,903 | ) | (7,955 | ) | ||||
Accounts payable |
7,936 | (33,054 | ) | |||||
Accrued and other liabilities |
(47,054 | ) | (57,354 | ) | ||||
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Net cash provided by operating activities |
43,013 | 62,830 | ||||||
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Investing activities: |
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Purchases of debt securities available-for-sale |
(26 | ) | (53,345 | ) | ||||
Proceeds from maturities and sales of debt securities available-for-sale |
25,601 | 24,117 | ||||||
Purchases of other investments |
(232 | ) | (750 | ) | ||||
Purchases of property and equipment |
(20,527 | ) | (25,075 | ) | ||||
Proceeds from sale of property and equipment |
12 | 27 | ||||||
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Net cash provided by/(used in) investing activities |
4,828 | (55,026 | ) | |||||
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Financing activities: |
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Issuances of common stock |
51,965 | 8,165 | ||||||
Purchases of common stock under repurchase programs |
| (60,765 | ) | |||||
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Net cash provided by/(used in) financing activities |
51,965 | (52,600 | ) | |||||
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Effect of exchange rate changes on cash and cash equivalents |
14 | (1,507 | ) | |||||
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Net change in cash and cash equivalents |
99,820 | (46,303 | ) | |||||
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Cash and cash equivalents at beginning of period |
542,768 | 471,528 | ||||||
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Cash and cash equivalents at end of period |
$ | 642,588 | $ | 425,225 | ||||
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
LSI CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Basis of Presentation
For financial reporting purposes, LSI Corporation (LSI or the Company) reports on a 13- or 14-week quarter with the year ending December 31. The first quarters of 2014 and 2013 consisted of 13 weeks each and ended on March 30, 2014 and March 31, 2013, respectively. The results of operations for the quarter ended March 30, 2014 are not necessarily indicative of the results to be expected for the full year.
On December 15, 2013, the Company entered into a definitive agreement with Avago Technologies Limited (Avago) and certain of its subsidiaries under which Avago will acquire LSI for $11.15 per share in an all-cash transaction valued at approximately $6.6 billion. On April 9, 2014, the Companys stockholders adopted the merger agreement. The merger is expected to close in early May 2014, subject to satisfaction of customary closing conditions.
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from these estimates.
In managements opinion, the accompanying unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary for a fair statement of the Companys financial position, results of operations, comprehensive income and cash flows for the interim periods presented. While the Company believes that the disclosures are adequate to make the information not misleading, these financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2013.
Recent Accounting Pronouncement
In July 2013, the Financial Accounting Standards Board issued additional guidance regarding the presentation of unrecognized tax benefits. The guidance requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset if a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is available. This guidance is effective for fiscal years and interim periods beginning after December 15, 2013. The Company adopted this guidance in the first quarter of 2014. The adoption did not impact the Companys financial position.
Note 2 Stock-Based Compensation
Stock-based compensation expense, net of estimated forfeitures, related to the Companys stock options, Employee Stock Purchase Plan (ESPP) and restricted stock units (RSUs) by expense category was as follows:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Cost of revenues |
$ | 2,458 | $ | 2,875 | ||||
Research and development |
10,295 | 12,409 | ||||||
Selling, general and administrative |
8,232 | 10,262 | ||||||
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Total stock-based compensation expense |
$ | 20,985 | $ | 25,546 | ||||
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The income tax benefit that the Company realized for the tax deduction from option exercises and other awards was not material for any period presented.
Stock Options
The fair value of each option grant is estimated as of the date of grant using a reduced-form calibrated binomial lattice model (lattice model). The following table summarizes the weighted-average assumptions that the Company applied in the lattice model:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
Estimated grant date fair value per share |
$ | 2.87 | $ | 2.33 | ||||
Expected life (years) |
4.45 | 4.38 | ||||||
Risk-free interest rate |
1 | % | 1 | % | ||||
Volatility |
34 | % | 49 | % |
5
The following table summarizes changes in stock options outstanding:
Number of Shares |
Weighted-Average Exercise Price Per Share |
Weighted-Average Remaining Contractual Term |
Aggregate Intrinsic Value |
|||||||||||||
(In thousands) | (In years) | (In thousands) | ||||||||||||||
Options outstanding at December 31, 2013 |
43,948 | $ | 5.87 | |||||||||||||
Granted |
3,360 | $ | 11.09 | |||||||||||||
Exercised |
(7,801 | ) | $ | 6.66 | ||||||||||||
Canceled |
(228 | ) | $ | 6.72 | ||||||||||||
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Options outstanding at March 30, 2014 |
39,279 | $ | 6.16 | 3.93 | $ | 193,014 | ||||||||||
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Options exercisable at March 30, 2014 |
25,110 | $ | 5.28 | 2.92 | $ | 145,388 |
As of March 30, 2014, the total unrecognized compensation expense related to unvested stock options, net of estimated forfeitures, was $32.6 million, which is expected to be recognized over the next 2.4 years on a weighted-average basis.
Restricted Stock Units
The cost of service-based and performance-based RSUs is determined using the fair value of the Companys common stock on the date of grant. For performance-based RSU expense, the Company also considers the probability that those RSUs will vest.
Service-based:
The vesting of service-based RSUs requires that the employees remain employed by the Company for a specified period of time.
The following table summarizes changes in service-based RSUs outstanding:
Number of Units | Weighted-Average Grant Date Fair Value per Share |
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(In thousands) | ||||||||
Unvested service-based RSUs outstanding at December 31, 2013 |
19,543 | $ | 7.07 | |||||
Granted |
5,163 | $ | 11.09 | |||||
Vested |
(5,508 | ) | $ | 6.89 | ||||
Forfeited |
(464 | ) | $ | 7.24 | ||||
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Unvested service-based RSUs outstanding at March 30, 2014 |
18,734 | $ | 8.22 | |||||
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As of March 30, 2014, the total unrecognized compensation expense related to service-based RSUs, net of estimated forfeitures, was $136.1 million, which will be recognized over the next 2.8 years on a weighted-average basis.
Performance-based:
The vesting of performance-based RSUs is contingent upon the Company meeting specified performance criteria and requires that the employees remain employed by the Company for a specified period of time.
The following table summarizes changes in performance-based RSUs outstanding:
Number of Units | Weighted-Average Grant Date Fair Value per Share |
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(In thousands) | ||||||||
Unvested performance-based RSUs outstanding at December 31, 2013 |
3,516 | $ | 7.10 | |||||
Granted |
1,188 | $ | 11.09 | |||||
Vested |
| $ | | |||||
Forfeited |
| $ | | |||||
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Unvested performance-based RSUs outstanding at March 30, 2014 |
4,704 | $ | 8.11 | |||||
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As of March 30, 2014, the total unrecognized compensation expense related to performance-based RSUs, net of estimated forfeitures, was $25.2 million, and if the performance conditions are fully met, that amount will be recognized over the next 1.5 years on a weighted-average basis.
6
Employee Stock Purchase Plan
Compensation expense for the ESPP is calculated using the fair value of the employees purchase rights computed under the Black-Scholes model. Under the ESPP, rights to purchase shares are granted during the second and fourth quarters of each year. No shares related to the ESPP were issued during the three months ended March 30, 2014 or March 31, 2013.
The ESPP was terminated in April 2014, pursuant to the merger agreement relating to the Companys acquisition by Avago.
Note 3 Stockholders Equity
On August 1, 2012, the Companys board of directors authorized a stock repurchase program of up to $500.0 million of its common stock. As of March 30, 2014, $315.1 million remained available for repurchases under this program. During the three months ended March 31, 2013, the Company repurchased 8.6 million shares for $60.8 million. Repurchased shares are retired immediately and are recorded as reductions in common stock and additional paid-in capital.
Pursuant to the merger agreement entered into with Avago in December 2013, the Company discontinued share repurchases and its quarterly dividend.
Note 4 Restructuring of Operations and Other Items
Restructuring
The following table summarizes items included in restructuring expense:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Leases |
$ | 4,071 | (a) | $ | 1,768 | (a) | ||
Employee severance and benefits |
399 | 4,386 | ||||||
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Total |
$ | 4,470 | $ | 6,154 | ||||
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(a) | Includes lease obligation costs and related changes in estimates, changes in time value and other ongoing expenditures. |
The following table summarizes the significant activities within, and components of, the Companys restructuring obligations:
Leases | Employee Severance and Benefits |
Total | ||||||||||
(In thousands) | ||||||||||||
Balance at December 31, 2013 |
$ | 4,029 | $ | 12,775 | $ | 16,804 | ||||||
Expense |
4,071 | 399 | 4,470 | |||||||||
Utilized |
(3,903 | )(a) | (7,949 | )(a) | (11,852 | ) | ||||||
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Balance at March 30, 2014 |
$ | 4,197 | (b) | $ | 5,225 | (b) | $ | 9,422 | ||||
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(a) | Represents cash payments. |
(b) | The balance remaining for the lease obligations is expected to be paid during the remaining terms of the leases, which extend through the first quarter of 2015. The majority of the balance remaining for employee severance and benefits is expected to be paid by the second quarter of 2014. |
Other Items
The Company recorded net charges of $11.0 million during the three months ended March 30, 2014 primarily for legal and other transaction costs related to the merger with Avago. The Company recorded net charges of $14.3 million during the three months ended March 31, 2013 primarily for litigation settlements.
Note 5 Benefit Obligations
The Company provides retirement benefits to certain current and former U.S. employees under defined benefit pension plans, which include a management plan and a represented plan. Benefits under the management plan are provided under either an adjusted career-average-pay program or a cash-balance program. Benefits under the represented plan are based on a dollar-per-month formula. Benefit accruals under the management plan were frozen in 2009. Participants in the adjusted career-average-pay program no longer earn service accruals. Participants in the cash-balance program no longer earn service accruals, but continue to earn 4% interest per year on their cash-balance accounts. There are no active participants under the represented plan.
7
The Company also has a non-qualified supplemental pension plan in the U.S. that principally provides benefits based on compensation in excess of amounts that can be considered under the management plan. In addition, the Company provides post-retirement life insurance coverage under a group life insurance plan for certain U.S. employees. The Company also has pension plans covering certain international employees.
The following table summarizes the components of the net periodic benefit cost/(credit):
Three Months Ended | ||||||||||||||||
March 30, 2014 | March 31, 2013 | |||||||||||||||
Pension Benefits |
Post-retirement Benefits |
Pension Benefits |
Post-retirement Benefits |
|||||||||||||
(In thousands) | ||||||||||||||||
Service cost |
$ | 99 | $ | | $ | 123 | $ | 25 | ||||||||
Interest cost |
15,613 | 625 | 14,270 | 600 | ||||||||||||
Expected return on plan assets |
(17,826 | ) | (950 | ) | (16,581 | ) | (875 | ) | ||||||||
Net actuarial loss, prior service cost and transition asset amortization |
3,168 | 25 | 4,669 | 375 | ||||||||||||
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Total benefit cost/(credit) |
$ | 1,054 | $ | (300 | ) | $ | 2,481 | $ | 125 | |||||||
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During the three months ended March 30, 2014, the Company contributed $11.0 million to its pension plans. The Company expects to contribute an additional $64.9 million to its pension plans during the remainder of 2014. The Company does not expect to contribute to its post-retirement benefit plan in 2014.
Note 6 Cash Equivalents and Investments
The following tables summarize the Companys cash equivalents and investments measured at fair value:
Fair Value Measurements as of March 30, 2014 | ||||||||||||
Level 1 | Level 2 | Total | ||||||||||
(In thousands) | ||||||||||||
Cash equivalents: |
||||||||||||
Money-market funds |
$ | 541,663 | (a) | $ | | $ | 541,663 | |||||
Short-term investments: |
||||||||||||
Asset-backed and mortgage-backed securities: |
||||||||||||
Agency securities |
$ | | $ | 132,122 | (b) | $ | 132,122 | |||||
Non-agency securities |
| 570 | (b) | 570 | ||||||||
Government and agency securities |
35,534 | (a) | 48,470 | (b) | 84,004 | |||||||
Corporate debt securities |
| 15,050 | (b) | 15,050 | ||||||||
Commercial paper |
| 8,995 | (b) | 8,995 | ||||||||
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Total available-for-sale debt securities |
$ | 35,534 | $ | 205,207 | $ | 240,741 | ||||||
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Long-term investments in equity securities: |
||||||||||||
Marketable available-for-sale equity securities |
$ | 3,051 | (c) | $ | | $ | 3,051 |
Fair Value Measurements as of December 31, 2013 | ||||||||||||
Level 1 | Level 2 | Total | ||||||||||
(In thousands) | ||||||||||||
Cash equivalents: |
||||||||||||
Money-market funds |
$ | 444,480 | (a) | $ | | $ | 444,480 | |||||
Short-term investments: |
||||||||||||
Asset-backed and mortgage-backed securities: |
||||||||||||
Agency securities |
$ | | $ | 142,756 | (b) | $ | 142,756 | |||||
Non-agency securities |
| 607 | (b) | 607 | ||||||||
Government and agency securities |
35,521 | (a) | 58,875 | (b) | 94,396 | |||||||
Corporate debt securities |
| 15,490 | (b) | 15,490 | ||||||||
Commercial paper |
| 13,821 | (b) | 13,821 | ||||||||
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|
|||||||
Total available-for-sale debt securities |
$ | 35,521 | $ | 231,549 | $ | 267,070 | ||||||
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|
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Long-term investments in equity securities: |
||||||||||||
Marketable available-for-sale equity securities |
$ | 2,921 | (c) | $ | | $ | 2,921 |
8
(a) | The fair value of money-market funds is determined using unadjusted prices in active markets. Level 1 government and agency securities consist of U.S. government and agency securities, and their fair value is determined using quoted prices in active markets. |
(b) | These investments are traded less frequently than Level 1 securities and are valued using inputs that include quoted prices for similar assets in active markets and inputs other than quoted prices that are observable for the asset, such as interest rates, yield curves, prepayment speeds, collateral performance, broker/dealer quotes and indices that are observable at commonly quoted intervals. |
(c) | The fair value of marketable equity securities is determined using quoted prices in active markets. These amounts are included in non-current other assets. |
As of March 30, 2014 and December 31, 2013, the aggregate carrying value of the Companys non-marketable securities was $44.5 million and $44.3 million, respectively, which are included in non-current other assets.
The following tables summarize the Companys available-for-sale securities:
March 30, 2014 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gain |
Gross Unrealized Loss |
Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Short-term debt securities: |
||||||||||||||||
Asset-backed and mortgage-backed securities |
$ | 130,434 | $ | 4,097 | $ | (1,839 | ) | $ | 132,692 | |||||||
Government and agency securities |
83,858 | 306 | (160 | ) | 84,004 | |||||||||||
Corporate debt securities |
14,991 | 82 | (23 | ) | 15,050 | |||||||||||
Commercial paper |
8,995 | | | 8,995 | ||||||||||||
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|
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|
|||||||||
Total short-term debt securities |
$ | 238,278 | $ | 4,485 | $ | (2,022 | ) | $ | 240,741 | |||||||
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|
|||||||||
Long-term marketable equity securities |
$ | 669 | $ | 2,382 | $ | | $ | 3,051 |
December 31, 2013 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gain |
Gross Unrealized Loss |
Fair Value | |||||||||||||
(In thousands) | ||||||||||||||||
Short-term debt securities: |
||||||||||||||||
Asset-backed and mortgage-backed securities |
$ | 141,263 | $ | 4,329 | $ | (2,229 | ) | $ | 143,363 | |||||||
Government and agency securities |
94,245 | 352 | (201 | ) | 94,396 | |||||||||||
Corporate debt securities |
15,447 | 85 | (42 | ) | 15,490 | |||||||||||
Commercial paper |
13,821 | | | 13,821 | ||||||||||||
|
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|
|
|
|
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|
|||||||||
Total short-term debt securities |
$ | 264,776 | $ | 4,766 | $ | (2,472 | ) | $ | 267,070 | |||||||
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|
|||||||||
Long-term marketable equity securities |
$ | 669 | $ | 2,252 | $ | | $ | 2,921 |
As of March 30, 2014, there were 188 investments in an unrealized loss position. The following tables summarize the gross unrealized losses and fair values of the Companys short-term investments that have been in a continuous unrealized loss position for less than and greater than 12 months, aggregated by investment category:
March 30, 2014 | ||||||||||||||||
Less than 12 Months | Greater than 12 Months | |||||||||||||||
Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||
(In thousands) | ||||||||||||||||
Asset-backed and mortgage-backed securities |
$ | 54,072 | $ | (1,340 | ) | $ | 17,484 | $ | (499 | ) | ||||||
Government and agency securities |
18,507 | (160 | ) | | | |||||||||||
Corporate debt securities |
2,983 | (23 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 75,562 | $ | (1,523 | ) | $ | 17,484 | $ | (499 | ) | ||||||
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|
|
|
|
|
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December 31, 2013 | ||||||||||||||||
Less than 12 Months | Greater than 12 Months | |||||||||||||||
Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||
(In thousands) | ||||||||||||||||
Asset-backed and mortgage-backed securities |
$ | 63,788 | $ | (1,856 | ) | $ | 11,668 | $ | (373 | ) | ||||||
Government and agency securities |
27,053 | (201 | ) | | | |||||||||||
Corporate debt securities |
6,126 | (42 | ) | | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 96,967 | $ | (2,099 | ) | $ | 11,668 | $ | (373 | ) | ||||||
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|
|
|
|
|
|
|
Net realized losses on sales of available-for-sale securities were not material for the three months ended March 30, 2014 or March 31, 2013.
Contractual maturities of available-for-sale debt securities as of March 30, 2014 were as follows (in thousands):
Due within one year |
$ | 30,657 | ||
Due in 1-5 years |
80,503 | |||
Due in 5-10 years |
7,725 | |||
Due after 10 years |
121,856 | |||
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|
|||
Total |
$ | 240,741 | ||
|
|
The maturities of asset-backed and mortgage-backed securities were determined based on contractual principal maturities assuming no prepayments.
Note 7 Supplemental Financial Information
Inventories
March 30, 2014 | December 31, 2013 | |||||||
(In thousands) | ||||||||
Raw materials |
$ | 69 | $ | 66 | ||||
Work-in-process |
32,213 | 23,940 | ||||||
Finished goods |
129,628 | 132,288 | ||||||
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|
|
|
|||||
Total inventories |
$ | 161,910 | $ | 156,294 | ||||
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|
|
Accumulated Other Comprehensive Loss
The following table presents the components of, and changes in, accumulated other comprehensive loss, net of taxes:
Balance at December 31, 2013 |
Net Current Period Other Comprehensive Income (a) |
Balance at March 30, 2014 |
||||||||||
(In thousands) | ||||||||||||
Foreign currency translation adjustments |
$ | 34,527 | $ | 1,275 | $ | 35,802 | ||||||
Net unrealized gain on investments |
2,797 | 275 | 3,072 | |||||||||
Net unrealized loss on derivatives |
(573 | ) | 342 | (231 | ) | |||||||
Benefit plans |
(428,093 | ) | 3,193 | (424,900 | ) | |||||||
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|
|
|
|
|
|||||||
Total accumulated other comprehensive loss |
$ | (391,342 | ) | $ | 5,085 | $ | (386,257 | ) | ||||
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|
|
|
|
(a) | The reclassified components of defined benefit pension and post-retirement plans were included in the computation of net periodic benefit cost/(credit) (see Note 5). All other reclassified amounts were insignificant for the period presented. |
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Reconciliation of Basic and Diluted Shares
The following table provides a reconciliation of basic and diluted shares:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Basic shares |
558,490 | 550,227 | ||||||
Dilutive effect of stock options, employee stock purchase rights and RSUs |
29,965 | 16,865 | ||||||
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|
|
|
|||||
Diluted shares |
588,455 | 567,092 | ||||||
|
|
|
|
The weighted-average common share equivalents that were excluded from the computation of diluted shares because their inclusion would have had an anti-dilutive effect on net income per share were as follows:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Anti-dilutive securities: |
||||||||
Stock options |
1,186 | 29,420 | ||||||
RSUs |
| 1,632 |
Note 8 Derivative Instruments
The Company has foreign subsidiaries that operate and sell the Companys products in various markets around the world. As a result, the Company is exposed to changes in foreign-currency exchange rates. The Company utilizes forward contracts to manage its exposure associated with net assets and liabilities denominated in non-functional currencies and to reduce the volatility of earnings and cash flows related to forecasted foreign-currency transactions. The Company does not hold derivative financial instruments for speculative or trading purposes. As of March 30, 2014 and December 31, 2013, the total fair value of derivative assets and liabilities was immaterial.
Cash-Flow Hedges
The Company enters into forward contracts that are designated as foreign-currency cash-flow hedges of selected forecasted payments denominated in currencies other than U.S. dollars. These forward contracts generally mature within twelve months. As of March 30, 2014 and December 31, 2013, the total notional value of outstanding forward contracts, designated as foreign-currency cash-flow hedges, was $21.9 million and $42.7 million, respectively.
Other Foreign-Currency Derivatives
The Company enters into foreign-exchange forward contracts that are used to manage currency risk for certain assets or liabilities denominated in non-functional currencies and that do not qualify for hedge accounting. These forward contracts generally mature within three months. Changes in the fair value of these forward contracts are recorded immediately in earnings. As of March 30, 2014 and December 31, 2013, the total notional value of these outstanding forward contracts was $54.0 million and $56.0 million, respectively. For the three months ended March 30, 2014 and March 31, 2013, the Company recognized a gain of $0.1 million and a loss of $1.2 million on other foreign-currency derivatives, respectively. These amounts are included in interest income and other, net and were substantially offset by the loss and gain on the underlying foreign-currency-denominated assets or liabilities.
Note 9 Segment, Geographic and Product Information
The Company operates in one reportable segment the Semiconductor segment. The Companys chief executive officer is the chief operating decision maker (CODM). The Companys CODM bears ultimate responsibility for, and is actively engaged in, the allocation of resources and the evaluation of the Companys operating and financial results.
11
Information about Geographic Areas
The following table summarizes the Companys revenues by geography based on the ordering location of the customer. Because the Company sells its products primarily to other sellers of technology products and not to end users, the information in the table below may not accurately reflect geographic end-user demand for its products.
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
North America* |
$ | 148,343 | $ | 146,650 | ||||
Asia |
353,710 | 373,933 | ||||||
Europe and the Middle East |
67,013 | 48,053 | ||||||
|
|
|
|
|||||
Total |
$ | 569,066 | $ | 568,636 | ||||
|
|
|
|
* | Primarily the United States. |
Information about Product Groups
The following table presents the Companys revenues by product groups:
Three Months Ended | ||||||||
March 30, 2014 | March 31, 2013 | |||||||
(In thousands) | ||||||||
Storage products |
$ | 446,829 | $ | 437,901 | ||||
Networking products |
84,039 | 92,603 | ||||||
Other |
38,198 | 38,132 | ||||||
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|
|
|
|||||
Total |
$ | 569,066 | $ | 568,636 | ||||
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|
|
|
Note 10 Income Taxes
The Company recorded income tax benefits of $5.2 million and $2.3 million for the three months ended March 30, 2014 and March 31, 2013, respectively.
The income tax benefit for the three months ended March 30, 2014 included a reversal of $11.2 million of liabilities for uncertain tax positions, which included previously unrecognized tax benefits of $5.7 million and interest and penalties of $5.5 million, as a result of the expiration of statutes of limitations in multiple jurisdictions and the settlement of an audit.
The income tax benefit for the three months ended March 31, 2013 included a reversal of $8.6 million of liabilities for uncertain tax positions, which included previously unrecognized tax benefits of $3.8 million and interest and penalties of $4.8 million, as a result of the expiration of statutes of limitations in multiple jurisdictions.
The Company computes its tax provision using an estimated annual tax rate. The Company excludes certain loss jurisdictions from the computation of the estimated annual rate when no benefit can be realized on those losses. Historically, the Company has sustained losses from its U.S. operations and, as a result, has maintained a full valuation allowance against U.S. net deferred tax assets. Management does not believe there is sufficient positive evidence to reach a conclusion that it is more likely than not that the Company will generate sufficient future taxable income in the U.S. to realize the benefits of its deferred tax assets. Depending on future results and projected trends, it is reasonably possible that the Company may determine in the foreseeable future that it is more likely than not that a significant portion of its U.S. deferred tax assets will be realized, resulting in a release of a significant portion of the valuation allowance.
As of March 30, 2014, the Company had $185.8 million of unrecognized tax benefits for which the Company is unable to make a reasonably reliable estimate as to when cash settlement with a taxing authority may occur. It is reasonably possible that the total amount of unrecognized tax benefits will increase or decrease in the next 12 months. Such changes could occur based on the normal expiration of statutes of limitations, the possible conclusion of ongoing tax audits in various jurisdictions around the world or other negotiations with tax authorities. If those events occur within the next 12 months, the Company estimates that the unrecognized tax benefits, plus accrued interest and penalties, could decrease by up to $17.1 million.
12
Note 11 Related Party Transactions
A member of the Companys board of directors is also a member of the board of directors of Seagate Technology (Seagate). The Company sells semiconductors used in storage product applications to Seagate for prices comparable to those charged to an unrelated third party. Sales to Seagate were $121.6 million and $153.7 million for the three months ended March 30, 2014 and March 31, 2013, respectively. The Company had accounts receivable from Seagate of $64.2 million and $77.7 million as of March 30, 2014 and December 31, 2013, respectively.
The Company has an equity interest in a joint venture, Silicon Manufacturing Partners Pte Ltd. (SMP), with GLOBALFOUNDRIES, a manufacturing foundry for integrated circuits. SMP operates an integrated circuit manufacturing facility in Singapore. The Company accounts for its ownership position under the equity method of accounting. The Company purchased $12.4 million and $9.4 million of inventory from SMP during the three months ended March 30, 2014 and March 31, 2013, respectively. As of March 30, 2014 and December 31, 2013, the amounts payable to SMP were $11.6 million and $8.6 million, respectively.
Note 12 Commitments, Contingencies and Legal Matters
Purchase Commitments
The Company maintains purchase commitments with certain suppliers, primarily for raw materials and manufacturing services and for some non-production items. Purchase commitments for inventory materials are generally restricted to a forecasted time horizon as mutually agreed upon between the parties. This forecasted time horizon can vary for different suppliers. As of March 30, 2014, the Company had purchase commitments of $376.1 million, which are due through 2018.
The Company has a take-or-pay agreement with SMP under which it has agreed to purchase 51% of the managed wafer capacity from SMPs integrated circuit manufacturing facility and GLOBALFOUNDRIES has agreed to purchase the remaining managed wafer capacity. SMP determines its managed wafer capacity each year based on forecasts provided by the Company and GLOBALFOUNDRIES. If the Company fails to purchase its required commitments, it will be required to pay SMP for the fixed costs associated with the unpurchased wafers. GLOBALFOUNDRIES is similarly obligated with respect to the wafers allotted to it. The agreement may be terminated by either party upon two years written notice. The agreement may also be terminated for material breach, bankruptcy or insolvency.
Guarantees
Product Warranties:
The following table sets forth a summary of changes in product warranties (in thousands):
Balance as of December 31, 2013 |
$ | 8,550 | ||
Accruals for warranties issued during the period |
| |||
Adjustments to pre-existing accruals (including changes in estimates) |
(363 | ) | ||
Settlements made during the period (in cash or in kind) |
| |||
|
|
|||
Balance as of March 30, 2014 |
$ | 8,187 | ||
|
|
Standby Letters of Credit:
The Company had outstanding obligations relating to standby letters of credit of $6.1 million and $4.0 million, respectively, as of March 30, 2014 and December 31, 2013. Standby letters of credit are financial guarantees provided by third parties for leases, customs, taxes and certain self-insured risks. If the guarantees are called, the Company must reimburse the provider of the guarantee. The fair value of the letters of credit approximates the contract amounts. The standby letters of credit generally renew annually.
13
Indemnifications
The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party. These obligations arise primarily in connection with sales contracts, license agreements or agreements for the sale of assets, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of warranties, representations and covenants related to such matters 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 the Company is typically subject to the other party making a claim to and cooperating with the Company pursuant to the procedures specified in the particular contract. This usually allows the Company to challenge the other partys 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, the Companys obligations under these agreements may be limited in terms of activity (typically to replace or correct the products or terminate the agreement with a refund to the other party), duration and/or amounts. In some instances, the Company may have recourse against third parties covering certain payments made by the Company.
Legal Matters
The Company and its subsidiaries are parties to litigation matters and claims in the normal course of business. The Company does not believe, based on currently available facts and circumstances, that the final outcome of these matters, taken individually or as a whole, will have a material adverse effect on the Companys consolidated results of operations or financial position. However, the pending unsettled lawsuits may involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to defend. From time to time, the Company may enter into confidential discussions regarding the potential settlement of such lawsuits. However, there can be no assurance that any such discussions will occur or will result in a settlement. Moreover, the settlement of any pending litigation could require the Company to incur substantial costs and, in the case of the settlement of any intellectual property proceeding against the Company, may require the Company to obtain a license to a third-partys intellectual property that could require royalty payments in the future and the Company to grant a license to certain of its intellectual property to a third party under a cross-license agreement. The results of litigation are inherently uncertain, and material adverse outcomes are possible.
The Company has not provided accruals for any legal matters in its financial statements as potential losses for such matters are not considered probable and reasonably estimable. However, because such matters are subject to many uncertainties, the ultimate outcomes are not predictable, and there can be no assurances that the actual amounts required to satisfy any liabilities arising from the matters described above will not have a material adverse effect on the Companys consolidated results of operations, financial position or cash flows.
14