Acquisition

12 Months Ended

May 29, 2011

Acquisition

Acquisition

Note 7. Acquisition

Fiscal 2011

In June 2010, we acquired substantially all of the assets of GTronix Inc. (GTronix), a fabless semiconductor company based in Fremont, California. GTronix's proprietary analog technology provides very low-power solutions for noise cancellation in mobile applications such as wireless handsets and audio accessories. The acquisition of GTronix's assets is intended to expand our existing audio portfolio. In addition, GTronix technology has potential for other broader applications in which low-power analog signal processing is important.

               The acquisition was accounted for using the acquisition method of accounting with a purchase price of $4.5 million for the GTronix's assets. The acquired assets constitute a business and included primarily amortizable intangible assets, inventory and equipment. No liabilities were assumed in the transaction. The purchase price was allocated as follows:

(In Millions)	Total
Tangible assets	$	0.2
Acquired developed technology		1.7
Other intangible assets		0.4
Goodwill		2.2
Total	$	4.5

               Goodwill from this acquisition is included in our Analog segment and it primarily represents the expected value of future technologies that have yet to be determined. Goodwill is expected to be deductible for tax purposes.

               Revenue and earnings of GTronix since the acquisition date included in our operating results for fiscal 2011 were immaterial.

Fiscal 2010

In October 2009, we acquired Energy Recommerce Inc. (ERI), a privately held solar energy company that provided web-based monitoring of commercial photovoltaic systems performance. The acquisition of ERI expanded our portfolio of power management technologies.

               Beginning in fiscal 2010, we adopted ASC Topic 805, "Business Combinations," which changed the accounting for business combinations. The acquisition of ERI was accounted for using the acquisition method of accounting with a purchase price of $6.1 million for all of the outstanding shares of the company's common stock. The purchase price was allocated as follows:

(In Millions)	Total
Net assets	$	0.2
Acquired developed technology		0.8
Other intangible assets		1.1
Goodwill		4.6
Deferred tax liability		(0.6	)
Total	$	6.1

               Goodwill from this acquisition is included in our Analog segment and primarily represents the expected value of future customers and future technologies that have yet to be determined. Future customers and technologies do not meet the criteria for recognition separately from goodwill, because they are part of the future development and growth of the business. No amount of goodwill is expected to be deductible for tax purposes.

               Revenue and earnings of ERI since the acquisition date included in our operating results for fiscal 2011 and 2010 were immaterial. See Note 6 to the Consolidated Financial Statements regarding the subsequent sale of the ERI business.

Fiscal 2009

In March 2009, we acquired ActSolar, Inc. ("ActSolar"), a privately-held solar energy company that provided power optimization solutions for commercial and utility-scale solar installations. The acquisition of ActSolar was intended to expand our portfolio of power optimization technologies and provide us with new diagnostics and panel monitoring capabilities for solar arrays. The acquisition was accounted for using the purchase method of accounting with a purchase price of $4.8 million for all of the outstanding shares of the company's common stock. As a result, we recorded a $2.9 million in-process R&D charge in fiscal 2009. In-process R&D was expensed upon acquisition because technological feasibility had not been established and no future alternative uses exist. The remainder of the purchase price was allocated as follows:

(In Millions)	Total
Net liabilities	$	(0.5	)
Other intangible assets		1.4
Goodwill		1.0
Total	$	1.9

Supplemental Pro Forma Information

Pro forma results of operations related to these acquisitions have not been presented since their operating results up to the date of each acquisition were not material on either an individual or an aggregate basis.