Acquisitions (Notes)

6 Months Ended

Dec. 28, 2013

Business Acquisition [Line Items]

Business Combination Disclosure [Text Block]

ACQUISITION

Fiscal year 2014

VOLTERRA

On October 1, 2013, the Company completed its acquisition of Volterra, formerly a publicly traded company that develops power management solutions. The primary reason for this acquisition was to expand the Company's available market across a wide range of end markets, including enterprise server, cloud computing, communications and energy. The results of operations of Volterra are included in the Company’s Condensed Consolidated Statements of Income, beginning in the second quarter of fiscal year 2014. Volterra net revenues booked in the Company's second quarter of fiscal year 2014 was $35.0 million. Acquisition-related costs for the six months ended December 28, 2013 were $7.1 million. The Company is in the process of integrating the Volterra acquisition with the existing Communications and Automotive Solutions Group.

The total purchase price for Volterra was approximately $615 million and was comprised of:

	(in thousands)
Cash consideration for 100% of outstanding common stock of Volterra at $23 per share	$	593,250
Cash consideration for vested options settlement	21,756
Total preliminary purchase price	$	615,006

Volterra Substitute Awards

In connection with the acquisition, the Company issued substitute awards to certain Volterra employees. Refer to Note 6: "Stock-Based Compensation" of these Notes to Condensed Consolidated Financial Statements for further discussion on stock compensation in relation to Volterra.

The preliminary purchase price allocation as of the date of the acquisition is set forth in the table below and reflects various fair value estimates and analysis. These estimates were determined through established and generally accepted valuation techniques, including preliminary work performed by third-party valuation specialists, and are subject to change during the purchase price allocation period (generally one year from the acquisition date) as valuations are finalized.

	Volterra
	(in thousands)
Cash and cash equivalents and short-term investments	$	163,500
Accounts receivable	23,453
Inventories	33,339
Other tangible assets	17,151
Accrued expenses	(35,343		)
Income taxes payable	(23,241		)
Other liabilities assumed	(20,149		)
Net tangible assets	158,710
Amortizable intangible assets	226,900
In-process research and development ("IPR&D")	56,200
Goodwill	174,894
Substitution of stock-based compensation awards	(1,698		)
Total purchase price	$	615,006

The fair value of property, plant, and equipment and intangible assets is preliminary pending the completion of the valuation of those assets. In addition, the Company has evaluated and continues to evaluate certain pre-acquisition contingencies, including corporate income tax related payables, uncertain tax positions and certain legal contingencies, relating to Volterra that existed as of the acquisition date. Additional information, which existed as of the acquisition date but was at that time unknown to the Company, may become known to the Company during the remainder of the purchase price allocation period.

IPR&D assets relate to future technology, it is capitalized until the technology is ready for its intended use and then amortized over the technology useful life. IPR&D costs incurred by the Company subsequent to the acquisition are expensed.

Goodwill was primarily attributable to the opportunities from the addition of Volterra's product portfolio which complements the Company’s suite of products, including providing integrated process solutions to customers. The goodwill is not deductible for tax purposes.

The amortizable intangible assets are being amortized on a straight-line basis over their estimated useful lives as follows:

	Volterra acquisition
	Fair value ( in thousands)		Weighted average useful life (in years)
Intellectual property	$	192,500	4.9
Customer relationships	24,600		9.6
Trade name	6,400		4.0
Backlog	900		0.4
Patents	2,500		4.8
Total amortizable intangible assets	$	226,900

Pro forma results of operations for this acquisition have not been presented because it is not material to the Company's Condensed Consolidated Statements of Income.

Refer to Note 16: "Restructuring Activities" of these Notes to Condensed Consolidated Financial Statements for a discussion on Volterra Restructuring Plan.

Fiscal year 2013

None.