FORM 10-Q |
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 28, 2013 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________. |
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 94-2896096 (I.R.S. Employer I. D. No.) |
Large accelerated filer [x] | Accelerated filer [ ] | Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ ] |
PART I - FINANCIAL INFORMATION | Page | |
Item 1. Financial Statements (Unaudited) | ||
Condensed Consolidated Balance Sheets as of September 28, 2013 and June 29, 2013 | ||
Condensed Consolidated Statements of Income for the Three Months Ended September 28, 2013 and September 29, 2012 | ||
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 28, 2013 and September 29, 2012 | ||
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 28, 2013 and September 29, 2012 | ||
Notes to Condensed Consolidated Financial Statements | ||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | ||
Item 4. Controls and Procedures | ||
PART II - OTHER INFORMATION | ||
Item 1. Legal Proceedings | ||
Item 1A. Risk Factors | ||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | ||
Item 3. Defaults Upon Senior Securities | ||
Item 4. Mine Safety Disclosures | ||
Item 5. Other Information | ||
Item 6. Exhibits | ||
SIGNATURES |
September 28, 2013 | June 29, 2013 | ||||||
(in thousands) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 1,009,547 | $ | 1,174,986 | |||
Short-term investments | 25,036 | 25,060 | |||||
Total cash, cash equivalents and short-term investments | 1,034,583 | 1,200,046 | |||||
Accounts receivable, net | 297,888 | 285,438 | |||||
Inventories | 278,218 | 275,640 | |||||
Deferred tax assets | 54,854 | 82,173 | |||||
Other current assets | 116,225 | 96,609 | |||||
Total current assets | 1,781,768 | 1,939,906 | |||||
Property, plant and equipment, net | 1,374,544 | 1,373,124 | |||||
Intangible assets, net | 145,618 | 157,146 | |||||
Goodwill | 422,004 | 422,004 | |||||
Other assets | 40,063 | 43,730 | |||||
TOTAL ASSETS | $ | 3,763,997 | $ | 3,935,910 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 101,060 | $ | 105,322 | |||
Income taxes payable | 21,799 | 22,437 | |||||
Accrued salary and related expenses | 124,954 | 187,970 | |||||
Accrued expenses | 55,561 | 60,592 | |||||
Current portion of long-term debt | 4,804 | 2,015 | |||||
Deferred revenue on shipments to distributors | 27,179 | 26,557 | |||||
Total current liabilities | 335,357 | 404,893 | |||||
Long-term debt | 500,955 | 503,573 | |||||
Income taxes payable | 294,728 | 282,697 | |||||
Deferred tax liabilities | 205,221 | 206,855 | |||||
Other liabilities | 29,300 | 29,894 | |||||
Total liabilities | 1,365,561 | 1,427,912 | |||||
Commitments and contingencies (Note 11) | |||||||
Stockholders’ equity: | |||||||
Common stock and capital in excess of par value | 283 | 288 | |||||
Retained earnings | 2,412,262 | 2,523,457 | |||||
Accumulated other comprehensive loss | (14,109 | ) | (15,747 | ) | |||
Total stockholders’ equity | 2,398,436 | 2,507,998 | |||||
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 3,763,997 | $ | 3,935,910 |
Three Months Ended | |||||||
September 28, 2013 | September 29, 2012 | ||||||
(in thousands, except per share data) | |||||||
Net revenues | $ | 585,241 | $ | 623,075 | |||
Cost of goods sold | 238,045 | 237,384 | |||||
Gross margin | 347,196 | 385,691 | |||||
Operating expenses: | |||||||
Research and development | 129,902 | 132,930 | |||||
Selling, general and administrative | 77,430 | 80,187 | |||||
Intangible asset amortization | 3,436 | 4,049 | |||||
Impairment of long-lived assets | — | 2,707 | |||||
Severance and restructuring expenses | 5,547 | — | |||||
Other operating expenses (income), net | 2,272 | 415 | |||||
Total operating expenses | 218,587 | 220,288 | |||||
Operating income | 128,609 | 165,403 | |||||
Interest and other income (expense), net | (3,463 | ) | (5,742 | ) | |||
Income before provision for income taxes | 125,146 | 159,661 | |||||
Provision for income taxes | 22,026 | 31,773 | |||||
Net income | $ | 103,120 | $ | 127,888 | |||
Earnings per share: | |||||||
Basic | $ | 0.36 | $ | 0.44 | |||
Diluted | $ | 0.36 | $ | 0.43 | |||
Shares used in the calculation of earnings per share: | |||||||
Basic | 284,654 | 292,213 | |||||
Diluted | 290,260 | 298,782 | |||||
Dividends paid per share | $ | 0.26 | $ | 0.24 |
Three Months Ended | |||||||
September 28, 2013 | September 29, 2012 | ||||||
(in thousands) | |||||||
Net income | $ | 103,120 | $ | 127,888 | |||
Other comprehensive income, net of tax: | |||||||
Cash flow hedges | |||||||
Change in net unrealized gains and losses on cash flow hedges | 474 | 581 | |||||
Gains and losses reclassified into income | 750 | 4 | |||||
1,224 | 585 | ||||||
Marketable Securities | |||||||
Change in net unrealized gains and losses on available-for-sale securities | (8 | ) | (35 | ) | |||
(8 | ) | (35 | ) | ||||
Post-employment benefits | |||||||
Gains and losses reclassified into income | 284 | 1,051 | |||||
284 | 1,051 | ||||||
Tax effect of the unrealized exchange gains and losses on long-term intercompany receivables | 138 | (1,082 | ) | ||||
138 | (1,082 | ) | |||||
Other comprehensive income (loss), net of tax | 1,638 | 519 | |||||
Total comprehensive income | $ | 104,758 | $ | 128,407 |
Three Months Ended | |||||||
September 28, 2013 | September 29, 2012 | ||||||
(in thousands) | |||||||
Cash flows from operating activities: | |||||||
Net income | $ | 103,120 | $ | 127,888 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Stock-based compensation | 18,740 | 22,497 | |||||
Depreciation and amortization | 51,133 | 53,674 | |||||
Deferred taxes | 25,529 | 22,772 | |||||
Loss (gain) from sale of property, plant and equipment | 36 | (51 | ) | ||||
Tax benefit (shortfall) related to stock-based compensation | (3,488 | ) | 1,335 | ||||
Impairment of long lived assets | — | 2,707 | |||||
Excess tax benefit from stock-based compensation | (1,697 | ) | (5,219 | ) | |||
Changes in assets and liabilities: | |||||||
Accounts receivable | (12,450 | ) | 923 | ||||
Inventories | (2,301 | ) | (16,015 | ) | |||
Other current assets | (18,546 | ) | (7,839 | ) | |||
Accounts payable | (9,162 | ) | (26,466 | ) | |||
Income taxes payable | 11,393 | 10,461 | |||||
Deferred revenue on shipments to distributors | 622 | 745 | |||||
All other accrued liabilities | (67,035 | ) | (50,667 | ) | |||
Net cash provided by (used in) operating activities | 95,894 | 136,745 | |||||
Cash flows from investing activities: | |||||||
Purchase of property, plant and equipment | (36,329 | ) | (50,703 | ) | |||
Proceeds from sale of property, plant and equipment | 3,048 | 344 | |||||
Net cash provided by (used in) investing activities | (33,281 | ) | (50,359 | ) | |||
Cash flows from financing activities: | |||||||
Excess tax benefit from stock-based compensation | 1,697 | 5,219 | |||||
Repayment of notes payable | — | (224 | ) | ||||
Issuance of debt, net of issuance costs | 100 | — | |||||
Net issuance of restricted stock units | (6,966 | ) | (7,107 | ) | |||
Proceeds from stock options exercised | 5,247 | 19,864 | |||||
Repurchase of common stock | (154,386 | ) | (65,149 | ) | |||
Dividends paid | (73,744 | ) | (70,199 | ) | |||
Net cash provided by (used in) financing activities | (228,052 | ) | (117,596 | ) | |||
Net increase (decrease) in cash and cash equivalents | (165,439 | ) | (31,210 | ) | |||
Cash and cash equivalents: | |||||||
Beginning of period | 1,174,986 | 881,060 | |||||
End of period | $ | 1,009,547 | $ | 849,850 | |||
Supplemental disclosures of cash flow information: | |||||||
Cash paid (refunded), net during the period for income taxes | $ | 433 | $ | 5,602 | |||
Cash paid for interest | $ | 8,302 | $ | 98 | |||
Noncash financing and investing activities: | |||||||
Accounts payable related to property, plant and equipment purchases | $ | 21,725 | $ | 32,765 |
September 28, 2013 | June 29, 2013 | ||||||
Accounts Receivable: | (in thousands) | ||||||
Accounts receivable | $ | 313,692 | $ | 299,083 | |||
Returns and allowances | (15,804 | ) | (13,645 | ) | |||
$ | 297,888 | $ | 285,438 |
September 28, 2013 | June 29, 2013 | ||||||
Inventories: | (in thousands) | ||||||
Raw materials | $ | 15,540 | $ | 14,055 | |||
Work-in-process | 196,492 | 184,511 | |||||
Finished goods | 66,186 | 77,074 | |||||
$ | 278,218 | $ | 275,640 |
September 28, 2013 | June 29, 2013 | ||||||
Property, plant and equipment: | (in thousands) | ||||||
Land | $ | 62,093 | $ | 62,093 | |||
Buildings and building improvements | 366,576 | 364,037 | |||||
Machinery and equipment | 2,127,041 | 2,099,301 | |||||
2,555,710 | 2,525,431 | ||||||
Less: accumulated depreciation and amortization | (1,181,166 | ) | (1,152,307 | ) | |||
$ | 1,374,544 | $ | 1,373,124 |
As of September 28, 2013 | As of June 29, 2013 | ||||||||||||||||||||||||||||||
Fair Value Measurements Using | Total | Fair Value Measurements Using | Total | ||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Balance | Level 1 | Level 2 | Level 3 | Balance | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||
Money market funds (1) | $ | 89,398 | $ | — | $ | — | $ | 89,398 | $ | 402,513 | $ | — | $ | — | $ | 402,513 | |||||||||||||||
Certificates of deposit (1) | — | 77 | — | 77 | — | 77 | — | 77 | |||||||||||||||||||||||
Government agency securities (2) | — | 25,036 | — | 25,036 | — | 25,060 | — | 25,060 | |||||||||||||||||||||||
Foreign currency forward contracts (3) | — | 609 | — | 609 | — | 187 | — | 187 | |||||||||||||||||||||||
Total Assets | $ | 89,398 | $ | 25,722 | $ | — | $ | 115,120 | $ | 402,513 | $ | 25,324 | $ | — | $ | 427,837 | |||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||
Foreign currency forward contracts (4) | $ | — | $ | 278 | $ | — | $ | 278 | $ | — | $ | 1,419 | $ | — | $ | 1,419 | |||||||||||||||
Contingent Consideration (4) | — | — | 8,785 | 8,785 | — | — | 8,577 | 8,577 | |||||||||||||||||||||||
Total Liabilities | $ | — | $ | 278 | $ | 8,785 | $ | 9,063 | $ | — | $ | 1,419 | $ | 8,577 | $ | 9,996 |
Fair Value Measured and Recorded Using Significant Unobservable Inputs (Level 3) | ||||||||
September 28, 2013 | September 29, 2012 | |||||||
Contingent Consideration | (in thousands) | |||||||
Beginning balance | $ | 8,577 | $ | 17,737 | ||||
Total gains or losses (realized and unrealized): | ||||||||
Included in earnings | 208 | 672 | ||||||
Ending balance | $ | 8,785 | $ | 18,409 | ||||
Changes in unrealized losses (gains) included in earnings related to liabilities still held as of period end | $ | 208 | $ | 672 |
September 28, 2013 | June 29, 2013 | ||||||||||||||||||||||||||||||
Amortized Cost | Gross Unrealized Gain | Gross Unrealized Loss | Estimated Fair Value | Amortized Cost | Gross Unrealized Gain | Gross Unrealized Loss | Estimated Fair Value | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||
Available-for-sale investments | |||||||||||||||||||||||||||||||
Government agency securities | $ | 25,011 | $ | 25 | $ | — | $ | 25,036 | $ | 25,024 | $ | 36 | $ | — | $ | 25,060 | |||||||||||||||
Total available-for-sale investments | $ | 25,011 | $ | 25 | $ | — | $ | 25,036 | $ | 25,024 | $ | 36 | $ | — | $ | 25,060 |
September 28, 2013 | June 29, 2013 | ||||||
(in thousands) | |||||||
3.375% fixed rate notes due March 2023 | $ | 500,000 | $ | 500,000 | |||
SensorDynamics Debt (Denominated in Euro) | |||||||
Term fixed rate notes (2.0%-2.5%) due up to September 2015 | 4,964 | 4,804 | |||||
Amortizing floating rate notes (EURIBOR plus 1.5%) due up to June 2014 | 795 | 784 | |||||
Total | 505,759 | 505,588 | |||||
Less: Current portion | (4,804 | ) | (2,015 | ) | |||
Total long-term debt | $ | 500,955 | $ | 503,573 |
Three Months Ended | |||||||||||||||||||||||||||||||
September 28, 2013 | September 29, 2012 | ||||||||||||||||||||||||||||||
Stock Options | Restricted Stock Units | Employee Stock Purchase Plan | Total | Stock Options | Restricted Stock Units | Employee Stock Purchase Plan | Total | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||
Cost of goods sold | $ | 349 | $ | 1,918 | $ | 475 | $ | 2,742 | $ | 398 | $ | 2,171 | $ | 419 | $ | 2,988 | |||||||||||||||
Research and development | 1,836 | 6,440 | 1,322 | 9,598 | 1,829 | 9,210 | 1,284 | 12,323 | |||||||||||||||||||||||
Selling, general and administrative | 1,264 | 4,527 | 609 | 6,400 | 1,555 | 5,119 | 512 | 7,186 | |||||||||||||||||||||||
Pre-tax stock-based compensation expense | $ | 3,449 | $ | 12,885 | $ | 2,406 | $ | 18,740 | $ | 3,782 | $ | 16,500 | $ | 2,215 | $ | 22,497 | |||||||||||||||
Less: income tax effect | 2,729 | 4,832 | |||||||||||||||||||||||||||||
Net stock-based compensation expense | $ | 16,011 | $ | 17,665 |
Stock Options | |||||
Three Months Ended | |||||
September 28, 2013 | September 29, 2012 | ||||
Expected holding period (in years) | 5.4 | 5.4 | |||
Risk-free interest rate | 1.4 | % | 0.7 | % | |
Expected stock price volatility | 35.0 | % | 37.8 | % | |
Dividend yield | 3.1 | % | 3.3 | % |
Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in Years) | Aggregate Intrinsic Value (1) | |||||||||
Balance at June 29, 2013 | 20,081,339 | $ | 26.00 | |||||||||
Options Granted | 2,456,964 | 28.17 | ||||||||||
Options Exercised | (280,624 | ) | 16.44 | |||||||||
Options Cancelled | (1,513,816 | ) | 33.62 | |||||||||
Balance at September 28, 2013 | 20,743,863 | $ | 25.83 | 3.7 | $ | 125,609,822 | ||||||
Exercisable, September 28, 2013 | 9,638,371 | $ | 28.46 | 1.9 | $ | 58,056,555 | ||||||
Vested and expected to vest, September 28, 2013 | 19,380,483 | $ | 25.83 | 3.6 | $ | 120,358,593 |
(1) | Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on September 27, 2013, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of September 28, 2013. |
Number of Shares | Weighted Average Remaining Contractual Term (in Years) | Aggregate Intrinsic Value (1) | ||||||
Balance at June 29, 2013 | 7,965,532 | |||||||
Restricted stock units granted | 2,122,593 | |||||||
Restricted stock units released | (718,415 | ) | ||||||
Restricted stock units cancelled | (301,364 | ) | ||||||
Balance at September 28, 2013 | 9,068,346 | 3.0 | $ | 272,428,197 | ||||
Outstanding and expected to vest, September 28, 2013 | 7,951,299 | 2.9 | $ | 235,437,949 |
(1) | Aggregate intrinsic value for RSUs represents the closing price per share of the Company’s common stock on September 27, 2013, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of September 28, 2013. |
Three Months Ended | |||||||
September 28, 2013 | September 29, 2012 | ||||||
(in thousands, except per share data) | |||||||
Numerator for basic earnings per share and diluted earnings per share | |||||||
Net income | $ | 103,120 | $ | 127,888 | |||
Denominator for basic earnings per share | 284,654 | 292,213 | |||||
Effect of dilutive securities: | |||||||
Stock options, ESPP and RSUs | 5,606 | 6,569 | |||||
Denominator for diluted earnings per share | 290,260 | 298,782 | |||||
Earnings per share | |||||||
Basic | $ | 0.36 | $ | 0.44 | |||
Diluted | $ | 0.36 | $ | 0.43 |
• | the nature of products and services; |
• | the nature of the production processes; |
• | the type or class of customer for their products and services; and |
• | the methods used to distribute their products or provide their services. |
• | the sale of analog and mixed signal integrated circuits is the primary source of revenue for each of the Company’s three operating segments; |
• | the integrated circuits sold by each of the Company’s operating segments are manufactured using similar semiconductor manufacturing processes; |
• | the integrated circuits marketed by each of the Company’s operating segments are sold to the same types of customers; and |
• | all of the Company’s integrated circuits are sold through a centralized sales force and common wholesale distributors. |
Three Months Ended | ||||||||
September 28, 2013 | September 29, 2012 | |||||||
(in thousands) | ||||||||
United States | $ | 89,099 | $ | 59,121 | ||||
China | 233,898 | 274,905 | ||||||
Korea | 35,036 | 64,379 | ||||||
Rest of Asia | 138,346 | 137,427 | ||||||
Europe | 72,626 | 70,907 | ||||||
Rest of World | 16,236 | 16,336 | ||||||
$ | 585,241 | $ | 623,075 |
September 28, 2013 | June 29, 2013 | ||||||
(in thousands) | |||||||
United States | $ | 1,070,324 | $ | 1,058,579 | |||
Philippines | 182,496 | 183,671 | |||||
Thailand | 72,418 | 76,708 | |||||
Rest of World | 49,306 | 54,166 | |||||
$ | 1,374,544 | $ | 1,373,124 |
September 28, 2013 | June 29, 2013 | |||||||
(in thousands) | ||||||||
Tax effect of the unrealized exchange gain and loss on long-term intercompany receivables | $ | (7,263 | ) | (7,401 | ) | |||
Unrealized gain (loss) on post-retirement benefits | (5,554 | ) | (5,838 | ) | ||||
Cumulative translation adjustment | (1,527 | ) | (1,527 | ) | ||||
Unrealized gain (loss) on cash flow hedges | 220 | (1,004 | ) | |||||
Unrealized gain (loss) on available-for-sale securities | 15 | 23 | ||||||
Accumulated Other Comprehensive Loss | $ | (14,109 | ) | $ | (15,747 | ) |
Asset | Life | |
Intellectual Property | 5-10 years | |
Customer Relationships | 5-10 years | |
Trade name | 3 years |
September 28, 2013 | June 29, 2013 | ||||||||||||||||||||||
Original Cost | Accumulated Amortization | Net | Original Cost | Accumulated Amortization | Net | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Intellectual property | $ | 233,862 | $ | 145,019 | $ | 88,843 | $ | 230,562 | $ | 136,870 | $ | 93,692 | |||||||||||
Customer relationships | 95,230 | 57,654 | 37,576 | 95,230 | 54,308 | 40,922 | |||||||||||||||||
Trade name | 2,100 | 1,983 | 117 | 2,100 | 1,950 | 150 | |||||||||||||||||
Total amortizable purchased intangible assets | 331,192 | 204,656 | 126,536 | 327,892 | 193,128 | 134,764 | |||||||||||||||||
IPR&D | 19,082 | — | 19,082 | 22,382 | — | 22,382 | |||||||||||||||||
Total purchased intangible assets | $ | 350,274 | $ | 204,656 | $ | 145,618 | $ | 350,274 | $ | 193,128 | $ | 157,146 |
Three Months Ended | |||||||
September 28, 2013 | September 29, 2012 | ||||||
(in thousands) | |||||||
Cost of goods sold | $ | 8,092 | $ | 9,454 | |||
Intangible asset amortization | 3,436 | 4,049 | |||||
Total intangible asset amortization expenses | $ | 11,528 | $ | 13,503 |
Fiscal Year | Amount | |||
(in thousands) | ||||
Remaining nine months of 2014 | $ | 33,880 | ||
2015 | 43,186 | |||
2016 | 29,344 | |||
2017 | 18,233 | |||
2018 | 1,455 | |||
2019 | 350 | |||
Thereafter | 88 | |||
Total intangible assets | $ | 126,536 |
Three Months Ended | |||||
September 28, 2013 | September 29, 2012 | ||||
Net revenues | 100.0 | % | 100.0 | % | |
Cost of goods sold | 40.7 | % | 38.1 | % | |
Gross margin | 59.3 | % | 61.9 | % | |
Operating expenses: | |||||
Research and development | 22.2 | % | 21.3 | % | |
Selling, general and administrative | 13.2 | % | 12.9 | % | |
Intangible asset amortization | 0.6 | % | 0.6 | % | |
Impairment of long-lived assets | — | % | 0.4 | % | |
Severance and restructuring expenses | 0.9 | % | — | % | |
Other operating expenses (income), net | 0.5 | % | 0.1 | % | |
Total operating expenses | 37.4 | % | 35.3 | % | |
Operating income | 21.9 | % | 26.6 | % | |
Interest and other income (expense), net | (0.6 | )% | (0.9 | )% | |
Income before provision for income taxes | 21.3 | % | 25.7 | % | |
Provision for income taxes | 3.8 | % | 5.1 | % | |
Net income | 17.5 | % | 20.6 | % |
Three Months Ended | |||||
September 28, 2013 | September 29, 2012 | ||||
Cost of goods sold | 0.5 | % | 0.5 | % | |
Research and development | 1.6 | % | 2.0 | % | |
Selling, general and administrative | 1.1 | % | 1.2 | % | |
3.2 | % | 3.7 | % |
Three Months Ended | |||||||
September 28, 2013 | September 29, 2012 | ||||||
(in thousands) | |||||||
Net cash provided by (used in) operating activities | $ | 95,894 | $ | 136,745 | |||
Net cash provided by (used in) investing activities | (33,281 | ) | (50,359 | ) | |||
Net cash provided by (used in) financing activities | (228,052 | ) | (117,596 | ) | |||
Net increase (decrease) in cash and cash equivalents | $ | (165,439 | ) | $ | (31,210 | ) |
Issuer Repurchases of Equity Securities | ||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||
Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | |||||||||||
Jun. 30, 2013 - Jul. 27, 2013 | 2,280 | $ | 28.03 | 2,280 | $ | 1,003,269 | (1) | |||||||
Jul. 28, 2013. - Aug. 24, 2013 | 2,373 | 28.41 | 2,373 | 935,859 | ||||||||||
Aug. 25, 2013 - Sep. 28, 2013 | 807 | 28.58 | 807 | 912,796 | ||||||||||
Total for the quarter | 5,460 | $ | 28.28 | 5,460 | $ | 912,796 |
2.1 | Agreement and Plan of Merger, made and entered into as of August 15, 2013, by and among Maxim Integrated Products, Inc., Victory Merger Sub, Inc. and Volterra Semiconductor Corporation. (1) |
2.2 | Tender and Support Agreement, made and entered into as of August 15, 2013, by and among Maxim Integrated Products, Inc., Victory Merger Sub, Inc. and the stockholders of Volterra Semiconductor Corporation set forth on Exhibit A thereto. (1) |
31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act |
31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act |
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (2) |
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (2) |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2013. | ||||
(2) This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. |
October 25, 2013 | MAXIM INTEGRATED PRODUCTS, INC. | |
By:/s/ David A. Caron | ||
David A. Caron | ||
Vice President and Principal Accounting Officer | ||
(Chief Accounting Officer and Duly Authorized Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Maxim Integrated Products, 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 registrant's other certifying officers 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting. |
Date: | October 25, 2013 | /s/ Tunc Doluca | ||
Tunc Doluca | ||||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Maxim Integrated Products, 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 registrant's other certifying officers 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting. |
Date: | October 25, 2013 | /s/ Bruce E. Kiddoo | ||
Bruce E. Kiddoo | ||||
Senior Vice President and Chief Financial Officer |
1. | the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
By: | /s/ Tunc Doluca | |
Tunc Doluca President and Chief Executive Officer |
1. | the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
By: | /s/ Bruce E. Kiddoo | |
Bruce E. Kiddoo Senior Vice President and Chief Financial Officer |
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